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Portrait of Fernando De Carcer

Fernando De Carcer, LL.M.

Partner

Contact
CMS Carey & Allende
Av. Costanera Sur 2730, Piso 10
Parque Titanium, Las Condes
7550000 Santiago
Chile
Languages Spanish, English
Banking & Finance

Fernando Head of the  Banking & Finance Group at CMS Carey & Allende. His practice focuses on mergers & acquisitions, capital markets, corporate law, and in the development & financing of projects within the areas of agribusiness, energy and defense, representing national and foreign companies, public entities, and foreign governments.

Throughout his experience with the securities market, Fernando has stood by publicly held companies in the issuance, registration, and placement of securities, and in the development & implementation of corporate governance practices, thus fostering security for potential investors, as well as transparency within the market.  He has also participated in processes related to the takeover of publicly-offered securities issuers.  

Regarding projects, Fernando has advised national and foreign companies in the participation of public and private tendering processes for infrastructure works.  He has also advised on various agribusiness and renewable energy projects, during all of their stages, including the consolidation of rights on future exploitation, financing, construction of works, and the negotiation of contracts giving way to project exploitation.

His experience also includes the representation of shareholders in the exercising of rights before other shareholders or corporations of which they are a part, in all applicable instances, and has also worked as director for companies that actively participate in various industries.

He previously worked for KPMG Abogados in Madrid, Spain.

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"Recommended by clients, who enthusiastically praise his willing yet experienced approach and endorse him for his ability to understand their business and offer clear analysis and innovative solutions"

Chambers Latin America

"He is a pleasure to work with - he's hard-working and always available, and develops detailed knowledge of the needs of the customer"

Chambers Latin America

"Focuses his practice on M&A and banking and finance matters. He is particularly experienced in advising clients from the energy and natural resources and agribusiness industries"

Chambers Latin America

Relevant experience

  • AquaChile S.A., a listed company and Chile’s most important salmon farming company, on the restructuring of their financial debt with a group of more than ten local and foreign financial institutions, led by Rabobank.  The restructuring included collateral comprised of more than 150 real estate assets and aquaculture licenses. Matter value:  Up to USD 290 million.
  • Socer S.A. on the project finance negotiation for three run of the river power generation plants in the south of Chile, with Banco Bice as lender. Our role includes the assessment of the project’s particular conditions regarding water rights and land use agreements, related with collateral to be granted as a part of the project’s financing structure. 
  • Banco Popular Español and a group of international financial institutions, on the local aspects of the restructuring of Grupo San Jose’s financial debt, specially securing adequate collateral over the borrower’s extensive operation in Chile, including concessions to build public hospitals.
  • Elencor Chile S.A. on a USD 806 million refinancing for this Spanish infrastructure and renewables company, by a syndicate led by Santander.
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Memberships & Roles

  • Chilean Bar Association.
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Awards & Rankings

Endorsed by Chambers and Partners, The Legal 500, Best Lawyers, IFLR 1000, Latin Lawyer 250, Leaders League, and Acritas Star.

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Publications

  • Co-author of the Chilean chapter on Corporate Governance 2014 and 2015, for the international publication "Getting the Deal Through".
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Education

  • 2010 – Master of Law (LL.M.), Duke University
  • 2006 – Law Degree, Pontificia Universidad Católica de Chile School of Law
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Corporate / M&A

Fernando is  a partner in the Corporate/M&A Team at CMS Carey & Allende. His practice focuses on mergers & acquisitions, capital markets, corporate law, and in the development & financing of projects within the areas of agribusiness, energy & defense, in the representation of national and foreign companies, public entities, and foreign governments.

Throughout his experience with the securities market, Fernando has stood by publicly held companies in the issuance, registration, and placement of securities, and in the development & implementation of corporate governance practices, fostering security for potential investors, as well as transparency within the market.  He has also participated in processes related to the takeover of publicly offered securities issuers.  

Regarding projects, Fernando has advised national and foreign companies in the participation of public and private tendering processes for infrastructural works.  He has also advised on various agribusiness and renewable energy projects, in all of their stages, including the consolidation of rights on future exploitation, project finance, construction of works, and the negotiation of contracts giving way to project explotation.

His experience also includes the representation of shareholders in the exercising of rights before other shareholders or corporations of which they are a part, in all applicable instances.  He has also served on the board for companies that actively participate in various industries.

He previously worked for KPMG Abogados in Madrid, Spain.

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"Fernando De Cárcer’s ability to understand our business objectives, achieve symbiosis with our executive team and draw from a wide-ranging body of M&A experience have been key to our successfully completing transactions every time"

The Legal 500 - 2022

"He understands business logic and knows exactly what kind of support his clients need"

Chambers Latin America

"He has a precise line of thought, truly listening and observing, and when he speaks, he says something that no one has said"

Acristas Star

"Great energy and relevant experience in corporate matters"

The Legal 500

"Next Generation Lawyer in Corporate and M&A"

The Legal 500 - 2021

Relevant experience

  • Cosemar, advised the shareholders of one of the main waste management operators in Chile, on the sale of a controlling interest to EBI Operations, Inc., a collection and transport company of compost organic materials and recyclables. 
  • Ardian, a French private investment house, on the incorporation of a commercial office in Santiago, its first in Latin America, including labour, tax and corporate aspects of the establishment of the company in Chile. Also advised on securities market regulation compliance analysis, in line with Ardian’s global policy.  
  • Nevasa S.A. Administradora de Fondos on the structuring and implementation of a private investment fund, with the purpose of financing the development of real estate projects
  • Empresas AquaChile S.A. on the acquisition of the entire fresh and seawater salmon farming business of Salmones Magallanes and Pesquera Edén, including their 26 coastal concessions in southern Chile. 
  • Dcanje on the due diligence and M&A transaction for the acquisition of DCanje Corp S.A.'s ownership rights. DCanje's technological platform provides incentive solutions through a loyalty rewards system, utilising Business Intelligence, payment system platforms, integration systems with point-of-sale software, integration applications for E-Commerce, and blockchain technology. 
  • Empresas AquaChile on the sale of 49% of its subsidiary, Salmones Chaicas, to Benchmark Holdings plc to form a salmon breeding and genetics joint venture.
  • Cepas Argentinas S.A. on the acquisition of industrial facilities belonging to the Bacardi Group located in Santiago, Chile. The acquisition also included distribution, manufacturing, and supply agreements for the production and sale of beverages in the country.
  • Triumph International Overseas Limited de Chile on the acquisition of a local lingerie competitor chain in the expansion of Triumph International Operations in Latin America. Also advised Triumph in the subsequent sale of its Chilean operations.
  • IBF Capital on the structuring of a Venture Capital transaction to IBF Parques’ private investment, resulting in the acquisition of a 20% ownership over an operating cemetery. His role included extensive real estate and regulatory due diligence.
  • Inversiones Tabolango Limitada – Rocas de la Dehesa Limitada on the sale of the controlling interest of Metalizados Industriales S.A. to Andritz Hydro GmbH, for a transaction intended to un-lock synergies and upscale the company’s operations in the Andean Region. The transaction included a lock-up period for key management related shareholders, corporate governance structure and a sale option for the minority shareholders.
  • Inversiones Victoria - Fondo de Inversión Privado Emprendedor, the shareholders of the local franchiser of Papa John's Pizza, on the two-stage sale of the majority shares of the company.
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Memberships & Roles

  • Chilean Bar Association.
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Awards & Rankings

Fernando has been endorsed by Chambers and Partners, The Legal 500, Best Lawyers, IFLR 100, Leaders League, Latin Lawyer 250, and Acritas Star.

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Publications

  • Co-author of the Chilean chapter on Corporate Governance 2014 and 2015, for the international publication "Getting the Deal Through".
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Education

  • 2010 – Master of Law (LL.M.), Duke University
  • 2006 – Law Degree, Pontificia Universidad Católica de Chile School of Law
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Energy & Climate Change

Fernando is a partner in the Energy & Climate Change Group at CMS Carey & Allende. He has advised national and foreign companies in the participation of public and private tenders for infrastructural works.  He has also advised on various agribusiness and renewable energy projects, throughout all their stages, including the consolidation of rights on future exploitation, financing, construction of works, and the negotiation of contracts giving way to project exploitation.

 

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"Competent, decisive and showing good judgement and technical capacity"

Chambers Latin America

"A brilliant lawyer who has an excellent ability to find solutions that are acceptable to all parties"

Chambers Latin America

"Next Generation Lawyer" in Energy and Natural Resources

The Legal 500 - 2021

Relevant experience

  • Verano Capital on the EPC and O&M contracting for the construction, operation and maintenance of over 30 SMG and SMDG (small means of distributed generation) projects.
  • Verano Capital on the agreement with Yinson Renewables for the joint development, sale and construction of a solar portfolio of over 800 MW located in Chile, Peru and Colombia. Due to their strategic locations, these high-quality projects are anticipated to enable Yinson and Verano to offer attractive power offtake prices to energy buyers. 
  • Celeo Redes Chile on the bidding process for new energy transmission works, awarding concessions for the construction, operation and maintenance of two projects related to Chile’s main power grid; said project is for the National Energy Commission.  One project will include the construction of two substations in central Chile with a combined line length of over 200 km, while the other – a 360 km-long line - will be located in southern Chile.
  • Verano Capital on the sale and financing of a 150 MW portfolio which is comprised of 25 photovoltaic projects in Chile.  The transaction includes a share purchase agreement which also includes framework regulation for the development of the mentioned portfolio, EPC agreements, and O&M agreements for each project.
  • Alxar Inversiones (COPEC) on the drafting and negotiation of a Power Purchase Agreement (PPA) in order to supply energy for a copper mine in northern Chile.
  • Socer S.A. on the project finance negotiation for three run of the river power generation plants in the southern Chile, with Banco Bice as lender. Our role included the assessment of the project’s particular conditions regarding water rights and land use agreements, related with collateral to be granted as a part of the project’s financing structure. 
  • Hidroeléctrica Doña Alicia S.A. on the development of one run-of-the-river power plant, providing comprehensive advice for a broad range of matters, including capital and corporate governance structure, real estate property and easements, project finance, electric regulation and environmental / permitting issues.
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Memberships & Roles

  • Chilean Bar Association.
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Awards & Rankings

Endorsed by Chambers and Partners, The Legal 500, Best Lawyers, IFLR 100, Leaders League, Latin Lawyer 250 and Acritas Star.

more less

Publications

  • Co-author of the Chilean chapter on Corporate Governance 2014 and 2015, for the international publication “Getting the Deal Through”
more less

Education

  • 2010 – Master of Law (LL.M.), Duke University
  • 2006 – Law Degree, Pontificia Universidad Católica de Chile School of Law
more less

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