Overview

Mayer Brown has a long-standing commitment to promoting microfinance and financial access for the global poor. We work for banks, funds and other organizations that create opportunities for the disadvantaged. Our Social Finance group includes lawyers across offices in the Americas, Asia and Europe. The group aims to leverage our strengths in finance, mergers and acquisitions, private investment funds, regulatory and corporate law, together with our global resources, to assist in complex transactional work related to social finance.

Our clients include banks, funds, governments, donor groups and impact-oriented organizations working on such issues as microfinance and microinsurance, water and sanitation, education, healthcare, energy and other basic products and services.

Our lawyers are also active in teaching microfinance classes in leading academic programs, speaking on panels and seminars in the social finance sector, writing handbooks and counseling senior management of leading microfinance and social finance organizations.

Mayer Brown has been recognized by the Financial Times for its market leading accomplishments in social finance.

Key Areas of Practice
Our key areas of focus within the social finance space include:

Mergers & Acquisitions 
Mayer Brown’s M&A practice is among the largest and most sophisticated in the world, with extensive experience advising clients on a variety of complex, cross-border and high-profile strategic transactions. We offer an integrated global team poised to support the international needs of our clients. We have more than 300 Corporate/M&A lawyers across the Americas, Asia and Europe.

Many of our M&A lawyers’ practices involve providing cross-border advice on regional or global transactions—they are as comfortable advising on cross-border deals as they are on single-jurisdiction transactions. Our broad geographic coverage enables us to manage many of our M&A engagements (including local due diligence support) with lawyers from our offices around the globe.

Investment Funds 
We have an extensive global Funds & Asset Management practice involving more than 100 lawyers from across the firm’s worldwide practice areas. Our lawyers’ broad market experience enables fund sponsor, adviser and investor clients to structure funds and investments creatively and efficiently to maximize fund-raising flexibility and opportunities. Our lawyers advise fund sponsors in connection with the structuring, marketing, regulation and operation of public and private investment funds in a range of jurisdictions worldwide, including emerging markets such as China, India, Central Asia and Africa. 

Private Equity and Venture Capital
Social finance funding is increasingly moving towards commercial venture capital and private equity sources while retaining respect for the “multiple bottom line.” We have developed with CGAP the leading forms used to structure and document private equity investments in microfinance organizations. We have advised on some of the most successful private equity investments in microfinance, and we are a leading adviser to private equity funds, management teams, and portfolio companies. Our depth of experience with private equity transactions in the Americas, Asia and Europe sets the firm apart, and we able to draw from an array of practice areas to structure, negotiate and close complex private equity transactions.

Structured Finance
We recognize that securitization and structured-vehicle financing offer the social finance industry a very promising source of sophisticated market funding. We are widely acknowledged to have one of the premier securitization and structured finance practices in the world, which, with more than 100 lawyers, is also one of the largest. Mayer Brown has been at the leading edge of securitization from its early days, having been involved with virtually every asset type. Our experience ranges across asset classes, vehicles and markets to deliver creative, practical, business-oriented solutions. We are a market leader in securitizations and other structured finance transactions in the emerging markets and regularly advise banks and borrowers in structuring and implementing sophisticated derivative and structured finance transactions including assisting in the structuring of local issuances.

Leveraged Finance and Debt Capital Markets
Social enterprises are seeking sophisticated debt funding, and with the right guidance can arrange debt capital through multi-jurisdiction syndicated and structured commercial bank or debt capital market solutions. We have structured and documented some of the largest structured debt vehicles for microfinance organizations. Mayer Brown has significant experience devising and supporting these debt solutions. We are one of the most active global law firms in this area, representing lenders, sponsors and borrowers in a wide range of leveraged finance transactions across all parts of the capital structure. Utilizing our international offices and network, we have handled numerous complex cross-border trans-actions both in established and emerging markets.

Financial Services Regulatory
As the scale and complexity of their industry grows, social finance organizations are facing more complicated regulatory environments. In turn, this demands more sophisticated financial regulatory advice. Our global financial services regulatory and enforcement practice provides thoughtful solutions to complex challenges relating to establishment of new regulated entities, M&A, stock/asset acquisitions or disposi-tions, capital or corporate structures and cross-border regulatory compliance.

Insurance
Microinsurance products covering life, health, property, and other interests are increasingly needed by customers at the base of the socioeconomic pyramid. Our insurance practice assists with developing microinsurance products, structuring reinsurance and other risk-sharing approaches, pursuing innova¬tive financing solutions, ensuring compliance with regulatory requirements and managing outsourcing of administration functions. Our experience includes working on negotiating and structuring microinsurance transactions. In addition, our team has worked extensively on catastrophe bonds, weather derivatives and similarly innovative products for transferring and sharing risk.

Corporate
As social enterprises advance into more commercial and complex enterprises, experienced corporate counsel is needed to navigate governance and organi¬zational issues while retaining a healthy understanding of and respect for the organization’s mission. We provide a full range of corporate legal services to clients, including corporate structuring, tax, employment, intellectual property, regulatory compliance, environmental and more. 

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Experience

Our lawyers are also active in teaching microfinance classes in leading academic programs, speaking on panels and seminars in the social finance sector, writing handbooks and counseling senior management of leading microfinance and social finance organizations.

Representative Matters

Examples of our work include advising:

  • Aavishkaar Goodwell on the issuance and sale of interests in the Aavishkaar Goodwell Microfinance Development Fund to US investors and on related US securities law compliance.
  • Accion International on the $105 million transaction for the acquisition of a controlling interest by Bamboo Finance in Accion Investments in Microfinance, SPC, which has provided capital to microfinance institutions since 2003, structuring and regula¬tory issues related to expansion in Latin America and China, and an initiative to promote access to solar-powered lights for poor households across sub-Saharan Africa financed with micro-loans.
  • Accion USA Network/Accion Chicago on program and partnership agreements to expand the organization’s lending operations in the Midwest, train women business centers across the United States, and become eligible for guarantees from the US Small Business Administration.
  • Accion’s Frontier Investment arm in an equity investment in a Chilean internet and mobile telephone business solutions provider that provides credit services and advances to pre-paid mobile phone users based on a proprietary phone usage behavior scoring model and a follow-on convertible debt investment.
  • Accion’s Venture Labs on its preferred stock investment in a mobile money services platform with operations in Kenya, Tanzania and Rwanda, convertible note investment in a Singapore-based transaction processing platform that facilitates purchases of goods and services using prepaid mobile accounts, and seed financing for an operator of a smart phone payment system.
  • BRAC, a leading global non-governmental organization (NGO) and longstanding pro bono client of the firm, in structuring, negotiating and closing the recapitalization and restarting of BRAC’s 40 rural microfinance banks and bank branches in Liberia and Sierra Leone, after EBOLA affected almost 3,000 and killed approximately 300 borrowers in 2016.
  • BRAC USA and BRAC International in connection with revising and restructuring their company, board and governance documents, guidelines and policies in 2015.
  • BRAC International Loan Fund, a structured loan fund, on the syndication of a credit facility in 2008, which facility was restructured in 2013 into a $17.5 million multi-jurisdictional, multi-currency credit facility intended to support BRAC’s current microfinance operations in Uganda and Tanzania as well as future operations in Sierra Leone, Liberia and other developing nations.  
  • BRAC USA, SKS Foundation and the Chicago Islamic Microfinance Project, NFP on formation activities and in acquiring 501(c)(3) status, and on various corporate matters.
  • Creation Investments on the creation of a private equity fund and investments into financial services companies focused on the underserved in China, India and Mexico.
  • Developing World Markets on regulatory and investment fund compliance initiatives.
  • FINCA International on creating a microinsurance product and other insurance regulatory issues relating to its microinsurance business as well as developing a joint venture agreement and global IP licensing agreement.
  • Grameen Foundation on the creation of standard documentation for a $60 million program to support local currency financings for MFIs through loan guarantees.
  • Grameen Foundation and Unitus on the creation of a technical guide called “Negotiating an Equity Capital Infusion from Outside Investors”, intended for small microfinance institutions and including an overview of common legal issues and annotated sample deal documents (term sheet, shareholders agreement, stock subscription agreement); published by CGAP in 2010.
  • Kiva in connection with regulatory matters appli-cable to its global Internet fundraising activities, OFAC compliance and corporate and general com-mercial contracting matters.
  • Kshetriya Gramin Financial Services (KGFS) on US securities issues related to a Series A fundraising.
  • MicroPlace in developing guidelines for evaluating potential not-for-profit issuers and MFIs, developing finance documentation between lenders and MFIs, and assisting new not-for-profit issuers in developing a prospectus and other materials in connection with securities offerings.
  • Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden (FMO), Belgian Investment Company for Developing Countries (BIO) and Dragon Capital Group on the auction process and strategic sale of their collective 67 percent shareholdings in PRASAC Microfinance Institution, Cambodia’s largest microfinance institution with more than US$1.3 billion in assets. The shares were sold to a consortium consisting Bank of East Asia, which acquired 21% of PRASAC, and Lanka Orix Leasing Company (LOLC), which increased its current shareholdings from 22.25% to 70%. With a deal value exceeding $186 million, this was one of the most significant transactions to date in Cambodia and will enable PRASAC to obtain a full-service commercial banking license.
  • Opportunity International on potential debt vehicles to fund and support their microfinance banks and efforts.
  • Root Capital on financing arrangements and struc¬turing to support their global agricultural value chain finance activities.
  • Sanasa Development Bank ("SDB") on a local currency Tier 2 Capital subordinated credit facility and a senior facility to in Sri Lanka. The facilities were structured as synthetic local currency financings so that the lenders would bear the risk of local currency depreciation. Tier 2 Capital facilities are unusual in the Sri Lankan market as the financing structure required Central Bank approval so as to assist SDB in uplifting the standards of living for low income Sri Lankan families with its range of micro finance activities.
  • Shell Foundation on the creation of standardized loan documentation for a new loan facility in India to support small enterprises in the energy or infrastruc¬ture sectors.
  • SKS Microfinance on its transformation from a not-for-profit entity to a for-profit, regulated non-bank finance company and on its venture capital investment rounds.
  • Other Clients including a client that focuses on bottom of the pyramid (BOP) households in India in a bridge-financing transaction, a client in connection with investment in sustainable agribusiness in India, and a client with the creation of a fund focused on early-stage investments in socially- and environmentally-focused entrepreneurs.

In addition, several of our lawyers have been seconded to or have pursued opportunities with microfinance organizations such as SKS Microfinance, FINCA, and Developing World Markets, and have structured and taught classes and programs addressing financial and capital market solutions for supporting access to finance for the global poor.

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