Scotiabank Acquires Half of AFP Horizonte

Scotiabank, through its affiliate Profuturo AFP S.A, acquired 50 per cent of the Peruvian pension fund manager, AFP Horizonte S.A., from the Spanish bank, Banco Bilbao Vizcaya Argentaria S.A., and other shareholders.

AFP Integra S.A., an affiliate of Grupo de Inversiones Suramericana, acquired the other 50 per cent of AFP Horizonte. The aggregate purchase price paid for AFP Horizonte was approximately $516 million.

Profuturo AFP and AFP Integra will jointly manage AFP Horizonte through a transition period. Following that period, approximately half of the business of AFP Horizonte and half of the fund assets managed by AFP Horizonte are expected to transfer to Profuturo AFP, and AFP Horizonte is expected to merge into AFP Integra.

Profuturo AFP was acquired by Scotia-bank in 2008, and is Peru's fourth-largest pension fund manager with US$5.8 billion in assets under management, with 1.2 million customers through 14 branches.

AFP Horizonte is the third-largest pension fund manager in Peru, with US$9 billion in assets under management and serving 1.4 million clients in 17 branches across the country.

AFP Integra and Grupo Sura were represented by an in-house team led by Pedro Pesqueira and Daphne Zagal. Miranda & Amado Abogados and Covington & Burling LLP provided external legal support. Miranda & Amado Abogados's team included Luis Marcelo de Bernardis and Anahi Com Argüelles. Covington & Burling's team included Gabriel Mesa, Rubén Kraiem, Robert Heller and Lee Tiedrich, and associates Cecile Zwiebach and Jessica Milner.

Scotiabank and Profuturo AFP were represented by an in-house team led by Deborah Alexander, executive vice president and general counsel; Anita Mackey, vice president & associate general counsel; Colin Levere, senior M&A legal counsel, and Marita Bellido, international M&A legal counsel. Rebaza, Alcázar & De Las Casas Abogados Financieros and Torys LLP provided external legal support. Rebaza, Alcázar & De Las Casas Abogados Financieros's team included Felipe Boisset, Alberto Rebaza, Rafael Alcázar, Iván Chu, María Haydée Zegarra, Fiorella Atoche, Giuliana Caminati and Lucia Ochoa; and Torys' team included Ian Arellano, Stefan Stauder and Helen Shin.

Banco Bilbao Vizcaya Argentaria S.A. was represented by in-house counsel Geraldo Arosemena, with external legal support provided by Rodrigo, Elías & Medrano Abogados, with a team that included Jean Paul Chabaneix, Luis Enrique Palacios, Jose Chiarella and Maria Isabel Neuhaus; and by Sullivan & Cromwell LLP with a team that included William Torchiana, Joram Lietaert Peerbolte, Kiran Kadekar and Chris Payne in Paris, as well as Jorge Solis, Ronald Creamer Jr., Eugenio Labadie, Robin Kelly, Allison MacDonald and Kathryn Freund in New York and Rebecca Coccaro in Washington, D.C.