Private Equity 2025

PUERTO RICO Trends and Developments Contributed by: Ivan G Marrero and Antonio J Pietrantoni, Pietrantoni Mendez & Alvarez LLC

Conclusion Puerto Rico’s private equity market stands at an inflec - tion point marked by rapid evolution, increased deal sophistication and the Island’s emergence as a mag - net for private capital deployment. Legislative inno - vation – mainly the Puerto Rico Incentives Code and supporting regulations – has not only propelled fund formation and incentivised deal flow but also diversi - fied the funding sources for multiple sectors of Puerto Rico’s economy. In the authors’ view, these measures have provided much-needed stability and predictabil - ity, fostering an environment in which private equity firms can pursue growth strategies with confidence. Nevertheless, fund managers and investors should navigate the inherent complexities of dual jurisdic - tion, evolving regulations and economic uncertainties with agile, disciplined strategies. Those who succeed in this dynamic landscape may not only unlock sig - nificant value for their investment portfolios but also contribute meaningfully to Puerto Rico’s ongoing eco - nomic renewal, positioning the Island as a premier destination for private capital in the years to come.

storms and rising temperatures, a declining popula - tion and potential reductions in US federal funding for Puerto Rico. As stated by the Oversight Board, Puerto Rico’s future growth is highly dependent on the local government’s ability to deploy US federal recon - struction funds, which are expected to be received throughout fiscal year 2035. However, the funding amount allocated to Puerto Rico is expected to be significantly less than the amount that it received dur - ing and immediately after the pandemic. Therefore, the Oversight Board expects Puerto Rico’s economic performance to remain relatively flat in the short term, which stands in contrast to the higher growth projec - tion made by the Puerto Rico Planning Board in its 2024 report to the Puerto Rico Governor. Deal Activity Mergers and acquisitions in Puerto Rico have also experienced a consistent upward trend in the last year, and there are positive signs for this trend to continue beyond 2025, mostly resulting from the increased pool of deployable capital fuelled by tax incentives that are available for private funds and their investors under the Puerto Rico Incentives Code. As a matter of fact, a retrospective review of local M&A activity reveals that sale-side and buy-side transactional activity across diverse industries such as tourism, food distribution, lending, hospitality, renewable energy, healthcare, technology and entertainment have increasingly counted on the active participation of private equity funds. This influx of private capital not only boosts transactional volume but also fuels greater market sophistication, introducing new acquisition strategies and attracting both local and international players to the Island. A more active M&A environment means that Puerto Rico private equity funds have more opportunities to generate value through consolidation, strategic exits and portfolio optimisation. As most M&A deals in Puerto Rico involve private company financing (only a handful of Puerto Rico companies are publicly trad - ed), private equity funds enjoy flexibility in negotiat - ing deal structures, such as utilising earn-outs and seller or equity rollovers to bridge valuation gaps – an approach that is particularly beneficial in a market that continues to evolve.

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