After a prolonged negotiation, the Martinez family has consolidated its controlling stake in Pesquera Hayduk S.A. (the “Company”) through the acquisition of the 40% stake then held by members of the Baraka family.
The acquisition of the shares was made through a uniquely complex purchase structure, comprised of a two-step closing and several ancillary agreements, including an escrow trust, by virtue of which the acquired shares were contributed to the trust estate as collateral to guarantee the full payment of the shares’ consideration, which is subject to sellers’ finance. Payment of consideration was structured in three tranches: Tranche 1, which consists of a short-term sellers’ finance on roughly 45% of the deal’s consideration; Tranche 2, consisting of a stock swap equivalent to roughly 22% of the deal’s consideration; and Tranche 3, a mid-term sellers’ finance on the remaining 33% consideration.
Additionally, other agreements included the possibility of replacing the escrowed shares with a fishing vessel with an attractive fishing quota, only after full payment of tranches 1 and 2, and the further possibility of replacing such fishing vessel in the event of “total write-off” with other specific assets owned by the Martinez family.
By consolidating their ownership of the Company, the Martinez family hopes to achieve a leaner corporate governance structure in order to maximise growth and boost profitability in the coming years.
Counsel to buyers
In-house counsel
Pablo Nieto (Pesquera Hayduk S.A.)
Rebaza Alcazar & de las Casas: Alberto Rebaza (Senior Partner); Camilo Maruy (Senior Partner); Fiorella Atoche (Senior Associate); Victor Valdez (Senior Associate) and Stefano Amprimo (Associate).