How do you approach managing legal aspects during periods of instability or crises, and how does your legal strategy align with the broader business strategy to ensure the organisation’s resilience?

Companies are required to anticipate an emergency system to approach periods of instability or crisis in an orderly fashion, ensuring business continuity and seizing business opportunities. Although it is impossible to prevent all situations, and suddenly facing an unforeseen situation can be very challenging, an emergency system can streamline the company’s efforts and align each specific area with the company’s overall objectives. Within the company’s view, it is important to see the emergency situation not only as a challenge but also as an opportunity and to focus on achieving its objectives through a collaborative culture.

Within such an approach, from a legal strategy standpoint, the company will need to rely on the legal department’s deep knowledge of the regulations applicable to the business it develops, its understanding of the details within the main contracts executed by the company, including the rights and obligations and the legal consequences attributable to them, and its ability to provide legal solutions that can lead to a resolution that eliminates or mitigates the harm produced by the emergency situation and safeguards the company’s business and its relationships with its employees and customers.

Can you discuss a particularly challenging dispute or M&A scenario you encountered and the innovative strategies you implemented to address it?

The particularly challenging scenario that we faced during 2023 – although not a dispute or M&A – was the issuance of senior secured bonds in the amount of US$450mn, later raised to an outstanding balance of US$500mn, to repurchase the 2018 senior secured bonds due in 2028. The notes include a Retention Event Trust, which will retain cash flow from operations and, where applicable, insurance proceeds, in case the company does not meet certain debt-service-ratio-related covenants, among others. Prior to the bond issuance, the company underwent a consent solicitation from the bondholders to amend provisions of the indenture governing the 2018 bonds related to the incurrence of future indebtedness.

In order to implement the bond issuance within the targeted short time frame of 2023, including the issuance of a comprehensive Offering Memorandum, multiple contracts, documents, and due diligence requests, a collaborative IT tool was implemented. This tool allowed the working teams at the company’s headquarters and the Peruvian branch to produce and review documents simultaneously online. Each party was able to provide information, make comments, raise questions, and allocate them to a specific partner for a response, thus enabling the team to fast-track the process and comply with the due dates in a timely fashion.