Gabriel L. Valdes and Fernando C. Alonso (J. Albert Diaz)
Dealmakers: Fernando C. Alonso, Uriel A. Mendieta and Gabriel L. Valdes
The Deal: The Hunton & Williams attorneys advised Sabadell United Bank in its $56 million purchase of JGB Bank of Miami in July.
Details: Even when all parties are sophisticated and eager to see a deal go through, having the knowledge to foresee issues is a crucial part of getting large acquisitions to closing.
That was the case when the Miami mergers and acquisitions practice of Hunton & Williams advised Miami-based Sabadell United Bank in its $56 million acquisition of JGB Bank of Miami. Sabadell United is a local unit of Spain’s Banco Sabadell S.A.
Miami partner Fernando C. Alonso in Miami, then-associate Uriel A. Mendieta and associate Gabriel L. Valdes worked the transaction process with Anna Oestereicher, Sabadell’s general counsel in Miami. Mendieta made partner in March as the deal was being ironed out.
The Hunton team has worked as an acquisition adviser for both Sabadell United and its parent company for a while, which has allowed the bank to bring the attorneys in earlier in the process of transactions.
“Every process is a bit different,” Alonso said. “Sometimes you’re involved earlier rather than later. We now have a bit of familiarity working for the bank so we get a heads up pretty early on as to what they’re thinking about.”
Both Alonso and Mendieta said the transaction was “very smooth,” with Mendieta noting “our prior experience with the client contributed to an efficient process.” The lawyers said the parties were sophisticated and wanted to get the deal done, which provided minimal hiccups.
Yet even with that scenario, the Hunton lawyers said the deal was not as simple as might meet the eye.
“You obviously want to be sure that you cover everything that could come about as a result of the merger in banking businesses, and when you think about what’s happening in the industry where a lot of Ponzi schemes have been discovered, they come up very late in the game, years later,” Alonso said. “You want to make sure that your indemnification provisions cover that. You want to make sure you’ve covered not only reps and warranties, but that you have language in your indemnity that goes so far as to include anything that comes in the past—a time-breach kind of protection rather than just a reps provision.”
“It’s a focus that we have on making the very detailed requirements,” he added. An example is making sure the acquired bank is not unknowingly breaking strict anti-money laundering provisions in federal law, the so-called “know your client,” or KYC, provisions.
“We don’t just say, ‘You must be in compliance with all KYC,’ ” Alonso said. “We really get into the detail of the compliance and what specific laws they need to comply with.”
Quote: “This was a smooth transaction. Our prior experience with the client contributed to an efficient process,” Mendieta said.
Background: Alonso and Mendieta are partners at the firm. Valdes is an associate.