Francisco J. Cerezo (J. Albert Diaz)
Dealmaker: Francisco Cerezo
The Deal: Cerezo represented shareholders in Ecuador’s Produbanco in a $130 million merger with Nicaragua-based Promerica. The deal closed in March.
Details: The Foley & Lardner attorney said being able to “speak the language,” both literally and metaphorically, was essential in closing the deal.
Cerezo advised the shareholders of Ecuador’s Produbanco in selling their 56 percent stake. The transaction for the publicly traded bank was one of the largest bank deals in Ecuador in a decade, according to Ecuadorean newspaper El Comercio. The buyer was Nicaragua-based Grupo Promerica.
During the complicated transaction, which devolved into litigation at one point in 2011, Cerezo said he advised Produbanco’s controlling shareholders documentation issues and helped guide his client on the legal and regulatory ramifications of the sale.
“When it’s one U.S. company with another U.S. company, everybody speaks the same language. They kind of get how deals are done and understand reps and warranties and so forth. It’s not just literally the same language but also the same technical language.”
Shareholders had varying familiarity with mergers, which required Cerezo to get everyone to the same level of knowledge.
“Here you had a deal where even though it’s a very significant transaction, you have people who are shareholders in a bank, but it’s not their core business and you have to reconcile a number of things. For some parties, it might be their first time in a deal like this, so there’s an element of walking people through, discussing how it’s going to affect them one or two years after closing. Some of the shareholders that sold are extremely sophisticated businesspeople, but they’re not M&A lawyers. So they’ll say, ‘Look, I’m happy to sell, but I need to understand this.’ Not everyone had gone through a process like this. They wanted an explanation,” he said. “Heck, I’d want an explanation.”
Cerezo also dealt with a curveball when the government of Ecuador introduced legislation last year putting limits on the ownership structure of financial institutions.
“There’s a political discourse there that was always in everyone’s mind,” he said. He noted that after the bill was drafted, “all of the sudden the parties had to take two steps back and think, ‘OK, if I do this deal, how is it going to affect my future strategy?’ ”
His team’s ability to make the sale work, in Cerezo’s mind, speaks to their abilities as attorneys as well as “the broader point of Miami becoming a global center for Latin American transactions.”
He noted Miami’s ascendance in that realm was the result of key players at several South Florida law firms who are not just mergers and acquisitions experts but also top client whisperers.
“When you have lawyers that are hardcore transactional New York law guys but at the same time they speak the language, ‘somos latinos,’ it’s easier to address the cultural nuances,” he said, using the Spanish phrase, “We are Latinos.”
Quote: “We can kind of reconcile these two worlds more skillfully than perhaps other attorneys that are in New York and all they’re doing is dealing with other counterparts at other New York firms.”
Background: Cerezo is a partner at the Miami office of Foley & Lardner and chairs its Latin America practice.