Benjamin R. Carale

Benjamin’s representative experience includes advising:

Capital Markets 

• Merrill Lynch (Singapore) Pte. Ltd, as initial purchaser, on Nickel Industries’ issuance of US$400 million 11.25% senior unsecured notes due 2028 — the first high-yield transaction by an issuer in Southeast Asia in 2023
• Synergy Grid & Development Phils. Inc. on its PHP13.85 billion follow-on offering on the Philippine Stock Exchange
• Robinsons Land Corporation, as sponsor, on RL Commercial REIT Inc.’s PHP21.5 billion IPO listed on the Philippine Stock Exchange (PSE); RLC REIT has the largest market capitalization among listed REITS in the Philippines
• San Miguel Corporation on the US$2.165 billion Phase 1 financing of the land development works for a new airport to be constructed in Bulacan, Philippines
• BPI Capital Corporation, as underwriter, on Filinvest REIT Corp.’s PHP11.4 billion IPO listed on the PSE  
• Credit Suisse, as initial purchaser, on No Va Land Investment Group Corporation’s offering of US$300 million 5.25% Convertible Bonds due 2026
• Cebu Air on its US$250 million investment in the form of Convertible Bonds from the International Finance Corporation, the IFC Emerging Asia Fund, LP and Indigo Philippines LLC (an affiliate of Indigo Partners LLC) 
• BPI Capital Corporation, as dealer manager, on AC Energy Finance International Limited’s issuance of US$300 million 5.1% Senior Guaranteed Notes due 2029 pursuant to its US$2 billion Medium Term Note Programme (Green Bonds)
• Converge Information and Communications Technology Solutions, Inc. on its PHP29 billion IPO listed on the PSE, which is the Philippines’ second biggest IPO
• BPI Capital Corporation, as underwriter, on AREIT Inc.’s PHP12.3 billion IPO listed on thePSE; this multi-award winning deal was named Equity Deal of the Year at the IFLR Asia-Pacific Awards 2021 and ALB Philippine Law Awards 2020, as well as Southeast Asia Deal of the Year 2020 by FinanceAsia
• Megaworld Corporation on its issuance of US$350 million Senior Unsecured Notes due 2027
• San Miguel Corporation on its issuance of US$500 million 5.5% Senior Perpetual Capital Securities pursuant to its US$3 billion Medium Term Note and Securities Programme
• HSBC, as initial purchaser, on Globe Telecom Inc.’s offering of US$300 million 2.5% Senior Notes due 2030 and US$300 million 3% Senior Notes due 2035
• VLL International, Inc. on its issuance of US$200 million 7.25% Senior Guaranteed Notes pursuant to its US$200 million Medium Term Note Programme; and Vista Land & Lifescapes, Inc., as guarantor
• Citigroup, as initial purchaser, on Jollibee Worldwide Pte. Ltd.’s issuance of US$300 million 4.125% Guaranteed Notes due 2026, and US$300 million 4.75% Guaranteed Notes due 2030 
• PLDT Inc. on its dual-tranche offer of US$300 million 2.5% Senior Notes due 2031 and US $300 3.45% Senior Notes due 2050. This transaction was awarded Philippines’ Best Capital Markets Deal at the International Financing Review Asia Awards in 2020 
• Xinjiang Guanghui Industry Investment (Group) Co., Ltd. on its issuance of US$58 million 9.5% Senior Notes due 2021
• San Miguel Corporation on the establishment of its US$3 billion Medium Term Note and Securities Programme
• Citigroup, as underwriter, on Jollibee’ Worldwide Pte. Ltd.’s issuance of US$600 million Guaranteed Senior Perpetual Capital Securities. This deal represents Jollibee’s first offshore bond issuance and was awarded Debt Market Deal of the Year at the ALB Philippine Law Awards 2020
• AEV International Pte. Ltd. on its issuance of US$400 million 4.2% Guaranteed Notes due 2030; and Aboitiz Equity Ventures as guarantor 
• BPI Capital Corporation, as initial purchaser, on AC Energy Finance International Limited’s issuance of US$400 million 5.65% Guaranteed Undated Notes 2019
• AllHome Corp. on its US$250 million IPO of shares listed on the PSE. This transaction was awarded Country Deal of the Year for the Philippines at the FinanceAsia Achievement Awards in 2019
• SMC Global Power Holdings Corp. on its issuance of US$300 million Senior Perpetual Capital Securities; and San Miguel Corporation as guarantor
• Citigroup Global Markets Limited, as underwriter, on Philippine National Bank’s US$750 million 3.28% Senior Notes due 2024 issued pursuant to its US$2 billion Medium Term Note Programme
• SMC Global Power Holdings Corp. on its issuance of US$500 million Senior Perpetual Capital Securities
• Deutsche Bank, as underwriter, on Tencent Holdings Limited’s US$1.25 billion 3.280% Senior Notes due 2024; US$750 million Floating Rate Notes due 2024; and US$500million 3.575% Senior Notes due 2026; and US$3 billion 3.975% Senior Notes due 2029; and US$500 million 4.525% Senior Notes due 2049 issued pursuant to its US$10billion Global Medium Term Note Programme
• AC Energy Finance on its issuance of US$300 million 4.75% Notes due 2029 Issued Pursuant to US$1 billion Medium Term Note Programme (Green Bonds)
• Citigroup Global Markets Limited, as underwriter, on Security Bank Corporation’s establishment of a US$1 billion Medium Term Note Programme
• San Miguel Food and Beverage, Inc. on the US$637 million follow-on offering on the PSE. This transaction was awarded Best Philippines Deal by FinanceAsia Achievement Awards 2018  
• Kunming Iron & Steel Holding Co., Ltd. on its offering of US$100 million 7.5% Guaranteed Bonds Due 2020 
• Deutsche Bank, UBS, Morgan Stanley, BOC International and Haitong International as underwriters on the offering of US$200 million 7% Senior Perpetual Capital Securities by Minmetals Land Limited  
• Metallurgical Corporation of China Ltd. on its offering of US$500 million 4.95% Senior Guaranteed Perpetual Securities 
• Citi, MUFG, Standard Chartered Bank, and Wells Fargo on the establishment by Philippine National Bank of a US$1 billion medium term program and issuance of US$300 million 4.25% notes due 2023 under the program, in April 2018
• HSBC, ANZ, DB, DBS, Standard Chartered Bank and UBS, as lead managers, in connection with Petron Corporation’s (i) issuance of US$500 million undated senior capital securities, (ii) concurrent liability management exercise in connection with the offer to purchase outstanding US$350 million undated subordinated capital securities and (iii) solicitation of consents to amend the terms of its outstanding US$750 million undated subordinated capital securities, in January 2018   
• Deutsche Bank, as sole global coordinator for the IPO of Shakey’s Pizza Asia Ventures Inc. on the PSE in December 2016
• SB Capital Investment Corporation, as joint global coordinator, on the accelerated overnight equity placement of 155,400,000 common shares by the three largest shareholders of Xurpas Inc., a leading Philippine technology company, in April 2016, which raised total proceeds of PHP2.50 billion; the selling shareholders then subscribed to 77,700,000 new shares in Xurpas Inc., raising PHP1.24 billion for the company
• Metro Retail Stores Group, Inc. on its PHP3.61 billion initial public offering on the Philippine Stock Exchange, which was the only Philippine IPO with an international tranche in 2015
• Vista Land & Lifescapes, Inc., in connection with the issuance of US$300 million 7.375% senior guaranteed notes due 2022 under a newly-established US$1 billion medium term note programme and concurrent liability management exercise in connection with the offer to repurchase outstanding US$ notes
• SMC Global Power Holdings Corp., in connection with the issuance of US$300 million undated subordinated capital securities  
• SMC Global Power Holdings Corp. on its US$150 million Tack-On offering of Senior Perpetual Capital Securities
• SMC Global Power Holdings Corp. on its offering of US$400 million Senior Perpetual Capital Securities
• SMC Global Power Holdings Corp. on its issuance of US$600 million Senior Perpetual Capital Securities
• SMC Global Power Holdings Corp. on its issuance of US$500 million Senior Perpetual Capital Securities; and San Miguel Corporation as guarantor
• Melco Crown (Philippines) Resorts Corporation, and its controlling shareholder, MCE (Philippines) Investments Limited, on the overnight placement by MCE (Philippines) Investments Limited of 485,177,000 shares in the Corporation and concurrent subscription by MCE Investments to the same number of shares in the Corporation; the top-up placement raised gross proceeds of approx. PHP5.483 billion (app. US$125 million) 
• SMC Global Power Holdings Corp., in connection with the solicitation of consents to amend certain terms and conditions of its 7.0% Notes due 2016 
• Deutsche Bank, J.P. Morgan and UBS, as joint lead managers for the US$620 millionIPO of Robinsons Retail Holdings Inc. on the PSE, including a Rule 144A / Regulation S international offering* 
• San Miguel, as selling shareholder, on an overnight equity placement of shares representing 5.7% of the issued capital of Manila Electric Company; the placement raised approximately US$400 million*
• UBS, as sole global coordinator, sole bookrunner and lead manager, and Credit Suisse, Deutsche Bank and J.P. Morgan, as co-lead managers, on the Regulation S/Rule 144A top-up equity placement of LT Group, Inc., a Philippine-listed company; the offering raised approximately US$920 million, attracted 11 cornerstone investors (the first time a cornerstone investor process was used in a Philippine transaction), and is one of the largest-ever equity transactions executed out of the Philippines; the LT Group is one of the largest conglomerates in the Philippines*  
• San Miguel on the issuance of its US$800 million 4.875% Notes due 2023, which set a record as the largest US dollar-denominated corporate bond issue out of the Philippines at the time; the Notes were issued under San Miguel Corporation’s US$2 billion Medium Term Note Programme*  
• UBS, as sole bookrunner for GT Capital Holdings, Inc., a leading Philippine conglomerate, on the largest-ever overnight equity transaction executed out of the Philippines as of January 2013. This placement raised US$249 million for GT Capital Holdings, Inc. and approximately US$104 million for its controlling shareholder* 
• GT Capital Holdings, Inc., on its US$503 million IPO on the PSE including a Rule 144A/Regulation S international offering* 
• Robinsons Land Corporation on its PHP13.6 billion stock rights offering of common shares listed with the PSE*  

M&A

• Manila Electric Company (Meralco) and its subsidiary, Solar Philippines New Energy Corporation, on its strategic partnership with Actis, a leading global investor in sustainable infrastructure, on its 40% stake in the Terra Solar Project. The transaction represents the largest foreign direct investment for a greenfield infrastructure project in the Philippines
• ST Telemedia Globe Data Centres, one of the world’s fastest-growing data centre providers, headquartered in Singapore, on the joint venture partnership with Globe to develop, construct and operate data centre projects in the Philippines
• Cebu Air, a Philippines-based airline company, on its investment by a group of investors including the International Finance Corporation
• San Miguel Corporation on its acquisition of a 85.7% stake in Holcim Philippines, a Philippines-based cement manufacturer
• RC Global Beverages, an affiliate of Mazy’s Capital, on its acquisition of the Royal Crown Cola International business (RCCI) of Refresco Beverages, a beverage and foodservice company
• Warburg Pincus Asia on its investment in Converge ICT Solutions, a Philippines-based telecommunications provider
• PLDT on its sale of a minority stake in Voyager Innovations, a Philippines-based developer of platforms for digital payments, digital finance, and marketing technologies, to KKR and Tencent Holdings
• SMC Global Power Holdings, a subsidiary of San Miguel Corporation, on its acquisition of Masin-AES, a power generation company with power plant and energy storage assets in the Philippines

Finance

• San Miguel Corporation on the US$2.165 billion Phase 1 financing of the land development works for a new airport to be constructed in Bulacan, Philippines
• First Stronghold Cement Industries Inc. on its term loan facility in connection with its parent company San Miguel Corporation’s acquisition of Holcim Philippines Inc. 
• Petron Corporation, the Philippines’ largest oil refining and marketing company and a subsidiary of San Miguel Corporation, on the financing of its US$577.3 million acquisition of ExxonMobil’s downstream oil business in Malaysia*

*Matter handled prior to joining Latham