E. Bugayong Ramil

Ramil is a Senior Partner at Puyat Jacinto and Santos (PJS) Law and is the lead partner for the Firm’s Banking, Finance and Capital Markets and Infrastructure Groups.

With over 20 years into the practice of law, Ramil has specialized in advising both foreign and local clients from basic project finance transactions to highly specialized functions for projects that involve various industries. He has led legal advisory teams in infrastructure and public-private partnerships and has acted legal consultant to the Public-Private Partnership Center and various Philippine government agencies, as well as for private sector participants, on various types of PPP projects (airport, transport, health and water).

Ramil also spearheaded several key transactions of the Firm from large Financial Institutions Group (FIG) mergers & acquisitions to project financing and regulatory issues to more complex functions such as structuring novel financing transactions for public issuers. Ramil is also heavily involved in fintech and microfinance advisory work.

Experience

• MUFG (formerly Bank of Tokyo-Mitsubishi UFJ): Led a PJS Law team that advised MUFG in its acquisition of 20% share in Security Bank, whose shares are listed in the Philippine Stock Exchange. The transaction is the biggest foreign direct investment in a Philippine financial institution.

• Financial institutions: Advised foreign clients in setting up and securing regulatory licenses for banks and financing companies.

• Confidential client: Acted as counsel to a foreign client in the establishment of the Philippines’ first bank to operate exclusively as an e-bank utilizing the mobile network technology platform. Considering the novelty of the transaction, work involved to a large extent creative application of existing laws and banking regulations as well as assisting client to initiate reforms both on branching and e-money regulations of the Bangko Sentral ng Pilipinas (the Philippine Central Bank).

• Group of companies: Assisted in the reorganization of a group of companies that includes a rural bank, thrift bank, and several other institutions providing services to the poor; and advising client on the tax efficient alternatives for the reorganization.

• Investment bank: Acted as counsel to client in the development of proxy securities enabling the separate trading of interest and principal securities.

• International consulting company: Acted as consultant to client on the review of Public Financial Management Framework in the Philippines, first in respect of line agencies and then for government-owned and controlled corporations.

• Department of Finance, Bureau of Treasury and an international aid program: Lead counsel to the clients for the development of the Treasury Single Account regulations.

• Philippine Department of Finance – Municipal Development Fund Office: Acted as consultant client in relation to operational issues arising from its on-lending operations as the official fund conduit of foreign loans and grants to Philippine local government units. Work involved revising and reviewing existing loan documentation and advising on various new product offerings and operational legal issues.

• Asian Development Bank: Acted as consultant in the exploration of the possibility of ADB directly extending loans to Philippine local government units. Work involved surveying the Philippine regulatory environment for official borrowings and local government borrowing framework. The work resulted in the issuance by the Philippine Department of Interior and Local Government of an official confirmation that ADB can directly extend loans to Philippine local government units (LGUs).

• World Bank -Consultative Group to Assist the Poor: Acting as advisor to the WB-CGAP on its diagnostic mission to analyze the policy, legal and regulatory environment for branchless banking in the Philippines. The work resulted in the publication of the “Notes on Regulation of Branchless Banking in the Philippines.”

• EdgePoint Infrastructure: Advised on the financing for the acquisition of almost 50% of PLDT Inc.’s telecommunication towers and related passive telecommunications infrastructure for US$666 million by EdgePoint Infrastructure, through its subsidiary Comworks Infratech Corporation. EdgePoint Infrastructure is backed by DigitalBridge, a leading global digital infrastructure REIT, and listed in the New York Stock Exchange.

• Renewable energy company and a subsidiary of one of the oldest Philippines conglomerates: Lead counsel for the PJS Law team that acted as counsel to the sponsors and borrower in the US$20.7 million project financing of a 30MWp Solar Power Project and a US$211.5 million project financing for a 300MWp Solar Power Project, both located in Ninh Thuan Province, Vietnam.

• Confidential client: Led a PJS Law team that acted as counsel to the mandated issue managers in connection with the issuance by the Republic of the Philippines Retail Onshore Dollar Bonds worth US$1.593 billion. Work involved advising on the transaction structure and documentation.

• Consortium of major Philippine investment banks: Acting as counsel in arranging the first-ever issuance by the Republic of the Philippines of the Multicurrency Retail Treasury Bonds worth an aggregate of $500 million. Work included advising the client on the regulatory requirements for the bonds issuance; structuring the transaction to comply with relevant Philippine law requirements; representing the client in negotiations and discussions with the Bureau of Treasury, Bureau of Internal Revenue, Bangko Sentral ng Pilipinas, Department of Finance and Department of Justice; drafting of the documentation for the program mechanics and related submissions to the various government agencies; participating in the international roadshow aimed at introducing Multicurrency Retail Treasury Bonds to various Filipino communities in Europe, US, Middle East and East Asia.

• Center for Agriculture and Rural Development (CARD), Inc.: Acted as counsel to CARD when it tapped the debt market, it issued Php500 million in debt instruments. CARD is the largest microfinance institution in the Philippines employing the Grameen-style microlending with a portfolio of almost Php3.3 billion serving roughly 750,000 impoverished Filipinos.

• US-based private equity firm: Advised on the over US$5 million initial equity investment by a US-based private equity firm focusing on infrastructure investments, in joint venture with a Philippine partner, for the operation of a telco tower company.

• Confidential client: Advising on a planned US$80 million equity investment by a US-based private equity firm in a joint venture with a Philippine partner for the development and operation of data centers in the Philippines.

• Confidential client: Advising on the over US$20 million capital investment of a private equity company in a telecommunications infrastructure sharing company. The investment will be used to roll out the Philippine project company’s development projects and next-generation connectivity solutions.

• European telecommunications company: Advised client in its participation in the bidding process to become the third telecommunications provider in the Philippines.

• Confidential client: Acted as lead counsel for the PJS Law team that acted as Philippine counsel to a US-based investor who led a Series C funding for a Filipino social entertainment platform. This transaction marks the largest equity financing to date for a Filipino startup not founded as a subsidiary or spinoff of an established conglomerate.

• Public-Private Partnership Center and the Department of Transportation and Communications (now Department of Transportation): Acted as counsel, in association with international consultant, that provided transaction advisory services to the clients in relation to construction of a new passenger terminal in Mactan Cebu and the renovation of the existing terminal, including all associated facilities, using different sources of financing e.g., private sector or through Government funding and operation and maintenance of both the new and the existing passenger terminal buildings under an appropriate PPP arrangement.

• Public-Private Partnership Center and the Department of Transportation: Lead legal counsel for PJS Law, in association with international consultant, that provided transaction advisory services to the clients in relation to the establishment of an automatic fare collection system for the three urban rail transit systems in Metro Manila, i.e., LRT 1, LRT 2 and MRT 3, as well as explore the possibility of integrating the AFCS to other modes of transportation in the country and other private commercial facilities and services.

• Private consortium of foreign and Filipino proponents: Led a PJS Law team that advised the proponents in the initiation of a toll road project with several local government units. Work involves project structuring and preparation of the unsolicited proposal submission documents.

• Private proponent: Led a PJS Law team that advised client in its unsolicited proposal for an integrated infrastructure facility that will link Metro Manila with another province in Luzon. Work involves project structuring and preparation of the unsolicited proposal submission documents.

• World Bank: Part of a multi-disciplinary team that advised the World Bank on the development of a Bus Rapid Transit System for Cebu City. Work included project structuring, transaction document preparation, providing inputs on jurisprudence, regulatory framework and relevant findings; and conduction of a due diligence review of all project documents.

Recognition

• asialaw Profiles: Recognised as Distinguished Practitioner for Banking & Finance, 2021-2023

• IFLR1000: Recognised as Market Leader in Banking, 2020, 2022, 2023

• IFLR: Recognised as part of Asia Best Lawyers, 2020

• Chambers & Partners Global: Recognised as Band 3 for Banking & Finance, and Band 3 for Projects, Infrastructure, & Energy, 2020-2024

• Chambers & Partners Asia Pacific: Recognised as Band 3 for Banking & Finance, and Band 3 for Projects, Infrastructure, & Energy, 2020-2024

• Asia Business Law Journal: Recognised as part of The Philippines’ Top 100 Lawyers (The A List), 2018-2023

• Legal 500: Recognised as Leading Individual for Projects and Energy, 2019-2023

Activities and Affiliations

Prior and Present Employment

• Partner, PJS Law, 2009-present

• Head of Infrastructure Group and Co-Head of Banking, Finance, and Capital Markets Group, PJS Law, 2009-present

• Senior Associate, PJS Law, 2006-2009

• Lecturer - Joint MBA-JD Program, De La Salle University and Far Eastern University, 2007-2014

• Counsel to the Finance Undersecretary, Department of Finance, 2002-2006