Experience Across Latin America
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Our lawyers have advised clients on some of the largest, most complex and “first-ever” transactions throughout Latin America and in nearly every industry group.
PAUL HASTINGS
About Paul Hastings
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Latin America
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Experience in Mexico
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Experience in Brazil
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Experience in Other Latin American 30 Countries and the Caribbean
About Paul Hastings Paul Hastings is a leading global
ever” transactions throughout Latin America and in nearly every industry group. We are in the process of opening a permanent office in São Paulo.
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law firm that provides innovative legal solutions to many of the world’s Fortune Global 500 companies and other top financial institutions.
Our U.S. offices, located in
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Atlanta, Chicago, Houston, Los Angeles, New York, Orange County, Palo Alto, San Diego, San Francisco, and Washington, D.C., work closely with our lawyers in Brazil, Asia and Europe to leverage our global platform and provide a high level of client service to our multinational clients.
We recognized early on the
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With more than 1,000 lawyers in 20 offices across Asia, Europe, and the U.S., we have the global reach and extensive capabilities to meet the increasingly complex business needs of our clients wherever they may be.
potential Asia represented for global business. We were one of the first U.S. law firms in Asia, and today have one of the leading practices in the region. We recently opened our fifth Asian location in this critical region in Seoul, South Korea.
We have a market-focused
Our expansion echoes the growing
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globalization of our clients’ business. During the last 10 years, we continued the strategic expansion of our global footprint and opened 12 new offices.
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perspective and are strategic in our approach. We continually assess the services, industries, and markets with the greatest potential to strengthen our business and best serve our clients.
We have a strong presence in
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Our Latin America experience
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is extensive. Our lawyers have advised clients on some of the largest, most complex and “first-
Europe, with offices in key locations such as Brussels, Frankfurt, London, Milan, and Paris. Our European offices provide ample complement and international presence to support our clients in established and emerging markets around the world.
Today, Paul Hastings works with
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financial and corporate clients in over 80 countries, operating from offices in the world’s key financial centers.
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OUR FULL-SERVICE EXPERTISE We provide a full range of legal services to meet our clients’ business needs. Our clients include top-tier companies across every major industry including financial services, private equity, energy, infrastructure, life sciences, industrials, real estate, technology, and telecommunications and media. We provide world-class litigation and transactional support in practice areas such as banking and finance, fund formation and investment management, capital markets, bankruptcy and restructuring, securities litigation, M&A, antitrust, intellectual property, labor and employment, private equity, project finance, real estate, and tax, as well as extensive regulatory, anti-corruption/FCPA investigations and compliance expertise.
Top 5
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Ranked in the Top 5 most innovative law firms for the past three years
Ranked 1st on the A-List of the most successful law firms in the U.S.
Financial Times’ US Innovative Lawyers Report
The American Lawyer, 2014
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Dealmaker of the Year 2015
Three partners named among Latin America’s Top 50 Female Lawyers
The American Lawyer
LatinVex
Experience Across Latin America
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Latin America We are a premier choice for clients to meet business goals throughout Latin America, as our lawyers have one of the most successful and diverse practices in the region. Our lawyers have advised clients on some of the largest, most complex and “firstever” transactions throughout Latin America and in nearly every industry group. As such, our lawyers have been regularly recognized in such industry publications as Latin Finance, International Financial Law Review, Latin Counsel, Latin Lawyer, and American Lawyer.
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Vast Experience and Stellar Presence Our lawyers have established stellar practices in the two largest economies in Latin America: Mexico and Brazil. Our Latin America team is chaired by renowned Latin America transactional specialist Michael Fitzgerald. The team has leading transactional experience including approximately 14 partners and 36 associates and counsel, with partners Robert Kartheiser, Taisa Markus, Cathleen McLaughlin, Joy Gallup and Arturo Carrillo representing a core group focusing on Latin American matters. We capitalize on this stellar presence to also provide first-rate services to clients in Central America, Colombia, Peru, and the Southern Cone. Our practice in the region is broad and specializes in
PAUL HASTINGS
Mergers and Acquisitions, Capital Markets, Project and Structured Finance, Financial Restructurings, Private Equity, Commercial Banking and Lending, Commodities and Derivatives, and Litigation and Dispute Resolution. Paul Hastings lawyers have been some of the most active practitioners in the Latin American financial markets for several decades. As a result, our lawyers are among the leaders in capital markets, M&A and debt restructuring transactions in the region. For example, our lawyers have represented more Mexican issuers of securities and handled more Mexican IPOs than any other international law firm in recent years. In fact, during the first three years ended April 30, 2015, Paul Hastings lawyers have participated in over 90 international corporate financings and securities offerings across Latin America.
Integrated Excellence Our Latin America Practice Group works as a cohesive, integrated team. Our lawyers are not only fully conversant in Spanish and Portuguese but also have extensive experience with the business environment in Latin America and are knowledgeable about laws and regulations throughout the region. Supporting them are multilingual and multijurisdictional lawyers located in 20 offices around the globe with a vast range of experience.
Our extensive industry experience has allowed our lawyers to regularly be a part of the most cutting-edge transactions in Latin America, such as the first REIT-like equity offering by any company in Latin America, the first perpetual bond issued by any corporate issuer in any market, and structuring the first hybrid securities issued by financial institutions in Mexico, Brazil, Peru and other Latin American jurisdictions.
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Industry Experience Our lawyers have invested extensive time and energy over many years in understanding the region and the industries within which our clients operate. Our key industry experience includes: Financial Institutions Transportation n Oil & Gas n Manufacturing n Consumer and Retail n Healthcare and Pharmaceuticals n Telecommunications n Energy and Utilities
Infrastructure Chemicals n Real Estate n Leisure and Hospitality n Technology n Media n Commodities Trading n Mining
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Experience Across Latin America
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Experience in Mexico Lawyers in our Latin America Practice Group have advised clients on a wide variety of transactions and matters in Mexico and have been one of the most active groups working on capital markets transactions, restructurings, bank financings and securitizations in the country over the past decade. As a result of this experience, we have developed a detailed knowledge of the law and practice of doing business in Mexico, as well as close working relationships with many of the leading Mexican business groups, law firms and government officials.
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In recent years, our lawyers have combined to represent more Mexican issuers of securities and handled more Mexican IPOs than any other U.S. law firm. Our handling of many of Mexico’s and Latin America’s most complex transactions has earned our lawyers the status of being one of the premier U.S. corporate and banking teams in the region.
PAUL HASTINGS
Paul Hastings lawyers active in Latin American transactions are fully conversant not only in Spanish but also with the business environment across Latin America and are knowledgeable about the laws and regulations across the region, including foreign investment laws and regulations applicable in capital markets transactions. Our lawyers active in Latin American transactions, and the deals themselves, have been recognized in numerous industry publications.
Initial Public Offering Experience Paul Hastings lawyers have been involved in almost all initial public offerings out of Mexico in the past decade – more than any U.S. law firm, building on one of the most active and successful practices in Latin America generally. Our lawyers’ initial public offering experience in Mexico and throughout Latin America reflects our experience globally and includes representing issuers, underwriters and other financial intermediaries.
Our initial public offering experience in Mexico in recent years includes: Fideicomiso Hipotecario (FHipo): Representation of FHipo in its US$633 million IPO, which was the first Mexican mortgage REIT and this first of a kind transaction also represented the first mortgage REIT ever sold internationally in Latin America. This complex deal not only resulted in the creation of a new asset class, but the establishment of an international secondary market for Latin American mortgages. This was the largest IPO in Mexico in 2014 Lala: Representation of Lala, Mexico’s largest dairy company and one of the leading dairy companies in Latin America, in completing its US$1.1 billion initial public offering of common stock. The offering was the largest IPO in 2013 from Latin America. The IPO was sold internationally pursuant to Rule 144A and Regulation S and the shares were listed on the Mexican Stock Exchange. An affiliate of Lala, that was spun off just prior to the IPO, is the largest milk producer in the United States Fibra Danhos: Representation of Goldman Sachs as global coordinator and Evercore and BBVA as other initial purchasers in connection with the US$400 million initial international offering by Fibra
and other jurisdictions pursuant to Danhos of its trust certificates. Rule 144A and Regulation S. The Fibra Danhos is among a handful global offering was in the amount of Mexican Real Estate Investment of approximately US$380 million Trusts (REITs) to be utilized in the and was the first FIBRA listed on wake of a comprehensive legal the Mexican securities exchange overhaul in Mexico that created that focuses exclusively on retail the “FIBRA,” a new Mexican properties. This was also the first investment vehicle which bears time in the history of Mexico’s many similarities to the U.S. REIT. capital markets that a start-up was Fibra Danhos was formed to listed develop, acquire and manage some of the most recognizable and iconic Hoteles City Express: shopping centers and mixed use Representation of Morgan Stanley, properties in Mexico Citigroup and Bank of America Merrill Lynch as initial purchasers Controladora Vuela Compañía on with Hoteles City Express’ de Aviación (Volaris): US$200 million international Representation of Deutsche Bank, initial public offering. Hoteles City Morgan Stanley and UBS as the Express is a leading Mexican lead underwriters in connection hotel company, and is the largest with the initial public offering of hotel operator in the economy Mexican low-cost airline Volaris. and budget segments in Mexico. The offering involved an issuance Hoteles City Express’ hotels cater of Series A shares in Mexico which to business travelers in Mexico’s were listed on the Mexican Stock rapidly growing economy. The Exchange and an issuance of oversubscribed offering involved Ordinary Participation Certificates the issuance of stock publicly on in the form of American Depositary the Mexican Stock Exchange and Shares in the U.S. and other internationally pursuant to Rule countries outside of Mexico. The 144A and Regulation S. Also, ADSs were registered with the SEC representation of Morgan Stanley, and listed on the New York Stock Citigroup, Bank of America Merrill Exchange Lynch, HSBC and Actinver in the FIBRA Shop: Representation of US$170 million follow-on offering by FIBRA Shop in a global offering of Hoteles City Express real estate trust certificates via a public offering in Mexico through the Mexican Stock Exchange, and a private placement in the U.S.
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Experience in Mexico (cont’d) Grupo Sanborns: Representation of Credit Suisse, Citi and Morgan Stanley as initial purchasers on Grupo Sanborns’ initial public offering made internationally pursuant to Rule 144A and Regulation S and listed on the Mexican Stock Exchange. Grupo Sanborns is the flagship company of the Carlos Slim empire and one of the most iconic and well-known brands in Mexico. The IPO raised approximately US$950 million and was the largest IPO in Latin America at the time in 2013
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Alpek: Representation of Alpek, the largest petrochemical company in Mexico and the second-largest in Latin America, in its 144A/ Regulation S US$900 million IPO on the Mexican Stock Exchange. This was one of the largest international IPOs on the Mexican Stock Exchange at the time Fibra Uno: Representation of Santander and Evercore Group as initial purchasers in the IPO of 161,204,820 Real Estate Trust Certificates by Mexican trust, Fibra Uno, on the Mexican Stock Exchange and internationally pursuant to Rule 144A/Regulation S. The deal marked the very first use of the new Mexican investment vehicle, the FIBRA, which bears many similarities to the U.S. REIT. The REIT listing introduced a new instrument to
PAUL HASTINGS
the Mexican Stock Exchange widely seen as adding liquidity to the Mexican real estate market by allowing for retail investment while hedging risk for investors. Also, representation of Credit Suisse and Santander in the US$700 million re-IPO of Fibra Uno on the Mexican Stock Exchange and internationally through Rule 144A/ Regulation S. The deal marked the second use of the FIBRA ever and by the same issuer, and representation of Santander, Credit Suisse and Evercore in the US$1.75 billion second follow-on offering by Fibra Uno. In addition, representation Santander, Credit Suisse, BBVA, BTG Pactual, Evercore, Goldman, Sachs & Co., HSBC and UBS Investment Bank as initial purchasers in connection with Fibra Uno’s US$2.5 billion third follow-on equity offering, the largest equity offering ever in the real estate sector in Latin America. This last oversubscribed offering marks the fourth equity offering by Fibra Uno, which has now issued approximately US$5.5 billion in equity since its IPO in 2011 FibraHotel: Representation of the initial purchasers in connection with the initial public offering by FibraHotel on the Mexican Stock Exchange and internationally pursuant to Rule 144A/Regulation S. FibraHotel was the very first lodging and very first sector
specific Real Estate Investment Trust (REIT) in Latin America and one of only a hand full Mexican REITS to be utilized in the wake of a comprehensive legal overhaul in Mexico that created the FIBRA. The four-times oversubscribed offering involved the issuance of approximately US$300 million in FibraHotel’s stock. Also, representation of Goldman Sachs, JP Morgan and BBVA in the six – times oversubscribed US$330 million follow-on offering by FibraHotel Fibra Inn: Representation of the initial purchasers in connection with the initial public offering by Fibra Inn on the Mexican Stock Exchange and internationally pursuant to Rule 144A/Regulation S. Fibra Inn was the second lodging Real Estate Investment Trust (REIT) in Latin America and was the fifth publicly traded Mexican REIT to be created in the wake of a comprehensive legal overhaul in Mexico that created the FIBRA. The offering involved the issuance of approximately US$300 million and the initial purchasers involved in this transaction were Credit Suisse and Santander BanRegio Grupo Financiero: Representation of Citi Securities and BBVA Bancomer as placement agents for the international tranche in BanRegio Grupo Financiero’s initial public
offering in Mexico. BanRegio is a leading Mexican bank in the north of Mexico OHL Mexico: Representation of OHL Mexico, a leading Mexican operator of toll roads and airports which is a part of the Obrascon Huarte Lain group, in connection with its 144A/Regulation S US$800 million IPO on the Mexican Stock Exchange. The offering was underwritten by UBS, Credit Suisse and Santander, and is one of the largest international IPOs in Mexico. Also representation of UBS, BBVA, Goldman Sachs, JP Morgan and Soc Gen as initial purchasers in a US$458.5 million global follow-on offering of shares of OHL Mexico which consisted of a public tranche in Mexico and a Rule 144A/Reg S tranche outside of Mexico. Representation of Goldman Sachs and JP Morgan as initial purchasers in a US$288 million secondary offering of shares of OHL Mexico, which consisted exclusively of a Rule 144A/Reg S tranche outside of Mexico Chedraui: Representation of Citi and Credit Suisse as initial purchasers in the US$393 million IPO by Mexican retailer and supermarket operator Chedraui on the Mexican Stock Exchange and internationally pursuant to Rule 144A/Regulation S. This 2010 IPO was the first IPO in Mexico since June 2008
Bolsa Mexicana de Valores: Representation of the underwriters, led by UBS Securities LLC, in a US$443 million IPO by Bolsa Mexicana de Valores on the Mexican Stock Exchange and outside of Mexico under Rule 144A/Regulation S. The transaction was named “Equity Deal of the Year “ by International Financial Law Review Genomma Lab: Representation of Genomma Lab, a leading Mexican company specializing in the development, sale and marketing of over-the-counter pharmaceutical and personal care products, and the selling shareholders in a US$234 million initial public offering of common shares on the Mexican Stock Exchange and outside of Mexico under Rule 144A/Regulation S Lamosa: Representation of the underwriters in the “re-IPO” of Lamosa, a leading manufacturer of ceramic products traded publicly in Mexico, in its first ever international stock offering Banco Compartamos: Representation of Mexico’s top microfinance bank, Banco Compartamos, in structuring and closing the offering of US$466 million of common shares in an initial secondary stock offering on the Mexican Stock Exchange and internationally through Rule 144A/
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Experience in Mexico (cont’d) Regulation S. The offering was 14 times oversubscribed and priced well above the high end of the estimated price range. This is the first public offering by a microcredit lender in Latin America, the first initial public offering by any Mexican bank and one of the first offerings out of Latin America by entities that define themselves by a social mission Homex:
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o Representation of the underwriters, Citigroup and Merrill Lynch, in a US$160 million initial equity offering by Homex, a vertically integrated home development company focusing on affordable housing in Mexico. It was the first NYSE-traded and SECregistered IPO out of Mexico in five years o Representation of the selling shareholders in an SEC-registered offering of 40,491,106 shares of common stock (a portion of which was represented by American Depositary Shares). Homex has a listing on the NYSE URBI: Representation of URBI, a leading housing development company in Mexico, in the US$150 million offering of shares and American Depository Receipts (ADRs), which was public in Mexico and conducted pursuant to Rule 144A/Regulation S outside
PAUL HASTINGS
of Mexico. When this transaction closed in May 2004, it was the first initial public offering out of Mexico in five years Famsa: Representation of the Mexican furniture and household goods retailer in its US$230 million initial public stock offering on the Mexican Stock Exchange and outside of Mexico in a Rule 144A/ Regulation S tranche SARE: Representation of Deutsche Bank Securities and BBVA Securities, Inc., as placement agents for the international tranche in Sare’s initial public offering in Mexico. Sare Holding is a holding company involved in the Mexican residential real estate development industry Consorcio ARA: Representation of Consorcio ARA, a Mexican housing company, in connection with its Rule 144A/Regulation S IPO underwritten by Citigroup and subsequent follow-on equity offerings G. Accion: Representation of G. Accion, a commercial real estate developer, in connection with its Rule 144A/Regulation S IPO underwritten by Merrill Lynch
Mergers and Acquisitions Acosta Verde: Representation of Acosta Verde, a major owner and manager of shopping centers in Mexico in connection with a joint venture transaction with a
consortium that included Equity International and funds managed by BlackRock and Altan Capital. The consortium made an initial investment of approximately US$109 million in Acosta Verde Ivanhoé Cambridge: Representation of Ivanhoé Cambridge, the second largest pension fund in Canada, in the creation of a new partnership with Black Creek Group (Black Creek), a real estate private equity firm with extensive experience sponsoring real estate companies in Mexico. Ivanhoé Cambridge, a real estate subsidiary of institutional fund manager Caisse de dépôt et placement du Québec, together with Black Creek, will invest in the development of mixed-use urban communities in the main cities of Mexico including Mexico City, Monterrey and Guadalajara through MIRA, Black Creek’s fully-integrated real estate and development platform in Mexico. Ivanhoé Cambridge intends to invest up to US$500 million in assets, as part of its strategy of developing a longterm active presence in growth markets. Ivanhoé Cambridge’s first investment by way of MIRA of more than US$100 million in assets will be used for a residential development project Invercap: Representation of Invercap in a restructuring of all of its US dollar debt and in the sale of a strategic interest to
Advent International. As part of the restructuring, Eton Park, an anchor investor in Advent, sold down its interest consistent with its investment strategy in Latin America, as Advent entered. In addition, various equity and equity linked interests in the forms of warrants and convertible notes were restructured. At the same time, Invercap refinanced its syndicated loan facility with Credit Suisse with the proceeds of a three tranche issuance of privately placed notes to international and Mexican investors Maxcom: Representation of a private equity firm Ventura in its successful takeover of Maxcom, a facilities-based telecommunications provider. The takeover, led by Ventura on behalf of a group of investors, was accomplished through a simultaneous public tender offer for the shares of Maxcom in Mexico and an SEC-registered tender offer in the U.S. The takeover was conditioned on a complete reorganization of Maxcom’s capital structure which was accomplished by the filing of a prepackaged Chapter 11 bankruptcy plan in Delaware. The U.S. bankruptcy filing was needed to compel all of the holders of Maxcom’s internationally traded bonds to agree to the terms of the restructuring (after a previous exchange offer attempt had not achieved a sufficiently
high participation rate from the bondholders). In the restructuring, Maxcom’s existing bondholders were issued new secured bonds, and the recapitalization included a US$45 million capital infusion from Ventura. The interplay between the Mexican and U.S. corporate and securities rules, the U.S. SEC and Mexican CNBV tender offer rules, and the U.S. bankruptcy rules all being applied by a Mexican private equity firm to acquire a Mexican corporation created an innovative approach to M&A that has not been tried before in any emerging market Genomma Lab:
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o Representation of Genomma Lab, one of the fastest growing pharmaceutical and personal care products companies in Mexico, in its contemplated hostile takeover of New York Stock Exchange listed company Prestige Brands, including the negotiation and execution of a US$2.2 billion of acquisition financing commitment o Representation of Genomma Lab in the signing of a strategic alliance agreement with Televisa, the largest media company in the Spanish-speaking world, to sell and distribute personal care and over-the-counter pharmaceuticals in the United States and Puerto Rico
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Experience in Mexico (cont’d)
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The strategic alliance will operate through Televisa Consumer Products USA (TCP), a company owned by Televisa and Genomma Lab. The agreement will enable Genomma Lab to expand its brands beyond Mexico and Latin America by accessing a Hispanic market of approximately 50 million consumers with a purchasing power of over US$870 billion annually while leveraging off of Televisa’s reach and name recognition in the Hispanic market
Kimberly-Clark de Mexico: Representation of Eton Park Capital and Mexican private equity interests in the US$400 million leveraged purchase of the paper products division of Kimberly-Clark de Mexico Grupo México: Representation of Grupo México in connection with the US$4.2 billion merger of its Mexican unit, Minera Mexico, with its Peruvian unit, Southern Peru Copper Corporation, an NYSElisted company. This was the second largest M&A transaction ever in Mexico Grupo Cementos de Chihuahua: Representation of Mexican cement company Grupo Cementos de Chihuahua in connection with its US$271 million acquisition of Mid Continent Concrete Company of the United States
PAUL HASTINGS
Grupo Bal: Representation of one of the largest mining companies in Latin America, Grupo Bal in a series of transactions, including: o Representation of a bidder in an offer to purchase BBVA assets in Latin America o Representation of a bidder in an offer to purchase Mexican insurance company Aba Seguros o Representation of a bidder in an offer to purchase the Latin American pension, life insurance and investment management operations of ING Group NV
Other Equity and Debt Capital Markets Deals Paul Hastings lawyers have been involved in a wide variety of matters in Mexico aside from initial public offerings. We understand the complex linkages between legal, regulatory and economic issues implicated in any major Mexican transaction. Many of the transactions we have worked on in Mexico are first time debt offerings by Mexican companies that involve substantially the same disclosure as initial public offerings. Our additional equity and debt experience in Mexico includes: Fibra Uno: Representation of Credit Suisse, Deutsche Bank, BBVA, and Santander as initial purchasers in connection with
Fibra Uno’s US$1 billion inaugural international debt offering, consisting of US$600 million of 5.250% Senior Notes due 2024 and US$400 million of 6.950% Senior Notes due 2044. Fibra Uno becomes the first Mexican FIBRA to issue debt in the international capital markets in this groundbreaking transaction which also marks the largest debt issuance by a real estate entity in Latin America and the first issuance of 30-year notes by a REIT. The notes were issued pursuant to Rule 144A and Regulation S in a several times oversubscribed offering. Paul Hastings attorneys also represented the initial purchasers in Fibra Uno’s historic IPO in 2011, its initial follow-on offering in 2012 and subsequent follow-on offerings in 2013 and 2014 Alfa: Representation of Alfa, one of the largest conglomerates in Latin America, in its inaugural US$1 billion international bond offering. The offering involved the issuance of US$500 million of 5.250% Senior Notes due 2024 and US$500 million of 6.875% Senior Notes due 2044. Alfa became one of the select group of Latin American companies able to access the 30-year international bond market. The notes were issued pursuant to Rule 144A and Regulation S in a more than four times oversubscribed offering. The underwriters involved were Credit Suisse, Goldman Sachs, JP Morgan and Morgan Stanley
Inbursa: o Representation of Credit Suisse, Bank of America Merrill Lynch and Citigroup in the offering of US$1 billion of 4.125% 10 year bonds by Inbursa a leading Mexican commercial bank, which is controlled by Carlos Slim and members of the Slim family. The offering was Inbursa’s first ever international debt offering. The bonds were issued pursuant to Rule 144A and Regulation S o Representation of Credit Suisse, UBS, Citigroup and BTG Pactual as initial purchasers in connection with the offering by Spain’s CaixaBank of shares representing approximately 6.4% of Inbursa. Inbursa, which is listed on the Mexican Stock Exchange and is controlled by Carlos Slim and members of the Slim family, is one of the leading financial services holding companies in Mexico Unifin: Representation of Unifin, a leading Mexican specialty finance company focusing on the operating leasing industry, in its US$400 million inaugural international bond offering. The notes were issued pursuant to Rule 144A and Regulation S in an offering heard to be twelve times overscribed. The underwriters involved were Credit Suisse, Citigroup and Scotiabank
Cementos de Chihuahua: Representation of Citigroup, Scotia Capital and BBVA in connection with an offering of senior secured high-yield notes for approximately US$250 million sharing collateral on an equal and rateable basis with the lenders of a Term Loan Facility, issued by Cementos de Chihuahua under Rule 144A/ Regulation S Promotora y Operadora de Infraestructura (Pinfra): Representation of Credit Suisse, JP Morgan, Itaú BBA and GBM as initial purchasers in connection with Pinfra’s US$570 million followon equity offering of Series “L” Shares. Pinfra’s follow-on offering of Series “L” Shares was the first L-share offering in Mexico in over 10 years. The issued stock was offered publicly in Mexico on the Mexican Stock Exchange and internationally pursuant to Rule 144A and Regulation S. Pinfra is a leading operator of infrastructure concessions in Mexico with 15 highway concessions and one port terminal concession Fresnillo PLC: Representation of Fresnillo PLC, the world’s largest silver miner and one of the world’s largest precious metals miners, in connection with its inaugural international issuance of debt securities. The several times oversubscribed offering involved the issuance of US$800 million of 5.500% Senior Notes due
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Experience in Mexico (cont’d) 2023 pursuant to Rule 144A and Regulation S. The underwriters involved were Citigroup, Deutsche Bank and JP Morgan Axtel:
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o Representation of Citigroup and Credit Suisse as initial purchasers in a US$150 million issuance of senior secured bonds in connection with a financing for Mexican telecommunications company Axtel. These senior secured bonds were offered pursuant to Rule 144A/Regulation S and issued as a reopening of Axtel’s Senior Secured Notes due 2020. Prior to this issuance, Axtel conducted a consent solicitation of the existing holders of Senior Secured Notes due 2020 to allow this new issuance and additional secured debt to be secured by the same collateral securing the existing Senior Secured Notes due 2020, and we represented Citigroup and Credit Suisse as solicitation agents in that successful consent solicitation o Representation of Citigroup and Credit Suisse as dealer managers in a US$115 million exchange offer and initial purchasers in a new US$36 million issuance of senior secured bonds in connection with a financing for Axtel. The new financing of senior secured bonds was issued
PAUL HASTINGS
in two separate offerings as reopenings of Axtel’s Senior Secured Notes due 2020. The Senior Secured Notes due 2020 issued in connection with the exchange offer were also issued as a reopening of the same series of bonds in exchange for a portion of two other series of Axtel’s debt securities: Axtel’s outstanding 7.625% Senior Notes due 2017 and 9.00% Senior Notes due 2019, with the 2017 notes taking priority in the exchange. This complex liability management transaction, which effectively represented three distinct issuances of securities, was successfully accomplished in order to “term out” certain of Axtel’s most immediately maturing debt o Representation of Citigroup and Credit Suisse as dealer managers in connection with a US$350 million exchange offer by a subsidiary of Axtel. This was a successful use of the capital markets to accomplish a restructuring of Axtel’s existing high yield bonds o Representation of Credit Suisse and Bank of America as underwriters in a US$300 million Rule 144A/Regulation S offering of 9.00% Senior Notes due 2019, and in the US$190 million reopening, by Axtel
Metalsa: Representation of Metalsa, one of the world’s largest manufacturers of structural components for the automotive industry, on its inaugural international issuance of debt securities. The several times oversubscribed offering involved the issuance of US$300 million of 4.90% Senior Notes due 2023 pursuant to Rule 144A and Regulation S. Based on credit rating and terms, we understand from the investment bankers involved in the transaction that this was one of the most favorably priced debt securities offerings in Latin America Alpek: o Representation of Alpek, the largest petrochemical company in Mexico and one of the largest in the world, in connection with an international issuance of debt securities. The offering involved the issuance of US$300 million of 5.375% Senior Notes due 2023 pursuant to Rule 144A and Regulation S. The underwriters involved were HSBC and JP Morgan o Representation of Alpek, in connection with its inaugural international issuance of debt securities. The oversubscribed offering involved the issuance of US$650 million of 4.500%
Senior Notes due 2022 pursuant to Rule 144A and Regulation S. This transaction marks the first international offering by Alpek, since its IPO in early 2012, also handled by Paul Hastings attorneys Nemak: Representation of Nemak, one of the world’s largest manufacturers of powertrain components for the automotive industry, in connection with its inaugural international issuance of high yield debt securities. The offering involved the issuance of US$500 million of 5.500% Senior Notes due 2023 pursuant to Rule 144A and Regulation S. Based on credit rating and terms, we understand from the investment bankers that this was one of the most favorably priced debt securities offerings in Latin America Credito Real: Representation of Credito Real, a Mexico-based consumer lender, in connection with its international issuance of high-yield debt securities. The offering was underwritten by Barclays, Bank of America Merrill Lynch and Credit Suisse and involved the initial issuance of US$350 million of 7.500% Senior Notes due 2019 (“new notes”) pursuant to Rule 144A and Regulation S, which was shortly followed by an additional issuance of US$75 million of new
notes pursuant to a reopening due to high investor demand. Concurrently with the new notes offering, Paul Hastings also represented Credito Real in connection with its cash tender offer for any and all of its US$210 million 10.250% Senior Notes due 2015 (the “2015 notes”) issued in 2010, and the related consent solicitation to amend the provisions of the 2015 notes. The dealer managers of the tender offer were Barclays and Bank of America Merrill Lynch. Paul Hastings previously represented Credito Real in its initial public offering in October 2012 Financiera Independencia (Findep): o Representation of Barclays, HSBC and BCP Securities in the offering of US$200 million of 7.500% 5 year bonds by Findep, one of the largest microfinance lenders to individuals in Mexico. Approximately US$170 million of the net proceeds of the offering is being used to fund the cash tender offer for Findep’s outstanding 10.0% bonds due 2015. Paul Hastings also acted as counsel to Barclays, HSBC and BCP Securities as dealer managers in the tender offer
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Experience in Mexico (cont’d) o Representation of Morgan Stanley and Bank of America Merrill Lynch in the issuance of US$200 million of senior notes by Findep ICA:
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o Representation of Barclays, Credit Suisse, Deutsche Bank, Morgan Stanley and Bank of America Merrill Lynch in the offering of US$700 million of 8.875% 10 year bonds by ICA, one of the largest infrastructure companies in Latin America. Approximately US$200 million of the offering will be used to fund the cash tender offer for ICA’s outstanding bonds. Paul Hastings also acted as counsel to Credit Suisse and Deutsche Bank as dealer managers in the tender offer o Representation of Bank of America Merrill Lynch, Deutsche Bank, and Goldman Sachs in the issuance of US$350 million of senior guaranteed notes by ICA in an international offering under Rule 144A/Regulation S o Representation of Bank of America Merrill Lynch, Morgan Stanley and Santander in the issuance of US$400 million of senior notes, and in the US$100 million reopening, by ICA in an international offering under Rule 144A/Regulation S
PAUL HASTINGS
o Representation of Merrill Lynch & Co., as sole global coordinator for a syndicate of underwriters including Santander Investment and Citi, in the SEC-registered equity offering of ICA
by Televisa. Televisa is the largest Spanish language media company in the world and provides most of the programming for the U.S. television network Univision
o Representation of lead manager Citigroup and comanager Merrill Lynch & Co. in connection with a global equity offering by ICA of US$230 million of common stock in a public offering in Mexico and in a private offering to institutions in the United States
o Representation of Citigroup, Deutsche Bank, HSBC and Morgan Stanley as underwriters in connection with an SEC registered issuance of debt securities of Televisa. The several times oversubscribed offering involved the issuance of Ps. 6.5 billion of 7.25% Peso-denominated Senior Notes due 2043, Payable in Mexican Pesos, pursuant to a registration statement filed with the SEC. We understand from the parties to the transaction that this was the lowest coupon ever for a 30-year note in local currency by any corporate issuer in Latin America
o Representation of the dealer in a Rule 144A/Regulation S commercial paper facility of US$150 million issued by ICA
o Representation of Credit Suisse as sole bookrunner in a US$600 million bond issue by Televisa
o Representation of Citigroup Global Markets Inc. and the other underwriters in the issuance by ICA of US$535 million of new shares locally in a public offering and in the United States in an SEC registered offering
Televisa: Paul Hastings lawyers have acted as designated underwriters’ counsel for all of Televisa’s debt offerings: o Representation of Credit Suisse, Deutsche Bank and HSBC Securities in the SEC registered offering of US$1 billion of 5% 30 year bonds
o Representation of the initial purchasers in Televisa’s 4.5 billion peso note (approximately US$412 million) offering in global debt markets. This landmark 30-year note was the longest dated pesodenominated debt security ever issued by a Mexican company in the international markets
o Representation of HSBC Securities (USA) Inc. and JP Morgan as the initial purchasers in the issuance by Televisa of US$500 million of securities in a ten-year notes offering o Representation of Credit Suisse First Boston and Citigroup in connection with the offering under Rule 144A/Regulation S by Televisa of US$200 million of senior notes o Representation of Credit Suisse First Boston and Citigroup in connection with the offering under Rule 144A/Regulation S by Televisa of US$400 million of senior notes o Representation, as U.S. counsel, of the initial purchasers in a Rule 144A/ Regulation S offering of US$400 million of Medium Term Notes issued by Televisa o Representation, as U.S. counsel, of the initial purchasers in connection with the offering by Televisa of US$600 million aggregate principal amount of its 6.625% Senior Notes due 2040 Grupo Aeroportuario del Centro Norte (OMA): Representation of BofA Merill Lynch (Global Coordinator), BBVA, Santander, Barclays and Morgan Stanley as Joint Bookrunners in connection with the SEC
registered secondary offering by Aeroinvest of shares of OMA. OMA, which is listed on NASDAQ (OMAB) and the Mexican Stock Exchange (OMA), operates, maintains and develops 13 airports in Mexico, concentrated in the country’s central and northern regions, including Monterrey. The shares and ADRs were sold by a subsidiary of ICA, the largest infrastructure company in Mexico Petrotemex: Representation of Petrotemex, a subsidiary of Mexico’s largest petrochemical company, Alpek, in its cash tender offer for US$275 million, and consent solicitation to amend the provisions of Petrotemex’s 9.5% Senior Notes due 2014, issued in 2009 Banorte: Representation Banorte, a Mexican financial services company and its selling shareholder, Gruma, in an international secondary offering of Banorte common shares by the selling shareholder. The US$762 million offering was conducted as a public offering on the Mexican Stock Exchange and a Rule 144A/ Regulation S offering in the United States and internationally and was the largest Mexican equity offering in 2011 Casas Javer: Representation of Casas Javer, one of the largest housing development companies in Mexico, in a Rule 144A/ Regulation S offering of US$180
million 13% Senior Notes due 2014 underwritten by Credit Suisse and Merrill Lynch & Co., and in the US$30 million reopening of the 2014 senior notes. Also representation of Casas Javer in its related exchange offer and new money offering of over US$250 million in the aggregate of new Senior Notes due 2021 and in the US$50 million reopening of the 2021 Senior Notes. Also representation of Casas Javer in multiple syndicated bank financings in excess of US$250 million Grupo Papelero Scribe: Representation of Grupo Papelero Scribe, the largest producer of notebooks and printing and writing paper in Mexico, in its offering of US$300 million aggregate principal amount of 8.875% Notes, and the consent solicitation thereunder in connection with Scribe’s sale to Bio Pappel Promotora Ambiental (PASA): Representation of the international placement agents for the international tranche in the offering of US$100 million of common shares in an initial public offering in Mexico. PASA is a leading waste management firm Casa Cuervo: Representation of Citibank as lender in connection with the US$240 million bilateral facility for Casa Cuervo, a Mexican company and the leading manufacturer and distributor of tequila
Experience Across Latin America
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Experience in Mexico (cont’d) Mabe:
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o Representation of Mabe, a Mexican manufacturer and distributor of white line products, in connection with its offer to exchange its 6.500% Senior Guaranteed Notes due 2015 for its 7.875% Senior Guaranteed Notes due 2019 and the related consent solicitation. The transaction involved the issuance of approximately US$130 million in aggregate principal amount of 2019 Notes in exchange for tendered 2015 Notes pursuant to a reopening of the series. Also, representation of Mabe in its consent solicitation for the amendment of the indenture governing the notes due 2019 in connection with the purchase of Mabe by AB Electrolux of GE’s Major Appliances Division o Representation of Mabe in connection with its offering of US$350 million aggregate principal amount of its 7.875% Senior Notes due 2019 o Representation of Mabe in connection with its inaugural international securities offering under Rule 144A/Regulation S of US$200 million of Senior Guaranteed Notes due 2015 Durango: Representation of Merrill Lynch, the sole bookrunning manager of the offering and
PAUL HASTINGS
the dealer manager in the tender offer, in the issuance by Durango, a major Latin American paper producer, of US$520 million of high yield bonds in an international offering under Rule 144A/Regulation S. Concurrent with the offering, Durango also successfully completed a tender offer for its outstanding US$433.8 million Series B step-up rate senior secured guaranteed notes due 2012 KUO: o Representation of the initial purchasers in connection with an international issuance of debt securities by Kuo, one of the largest conglomerates in Mexico. The transaction involved the issuance of US$325 million of 6.25% Senior Notes due 2022 pursuant to Rule 144A and Regulation S coupled with a cash tender offer for the company’s existing senior notes o Representation of Citi and Credit Suisse, as joint bookrunners and joint lead managers, in the issuance by Kuo of US$200 million of 9.75% Senior Notes due 2017 in an international offering under Rule 144A/Regulation S o Representation of Credit Suisse in connection with the offering by Kuo of US$50 million aggregate principal amount of
9.75% senior notes due 2017 pursuant to a reopening under Rule 144A/Regulation S Grupo Senda Autotransporte: Representation of Credit Suisse, the underwriter of the offering, in connection with the issuance by Grupo Senda Autotransporte, the largest bus transportation company in Mexico, of US$150 million of secured high yield bonds in an international offering under Rule 144A/Regulation S Simec: Representation of Citigroup Global Markets, Inc. and Morgan Stanley Incorporated in the US$217 million SEC-registered offering of common shares of Simec. The offering consisted of ADSs listed on the American Stock Exchange and Series B shares listed on the Bolsa in Mexico Gruma: o Representation of Gruma, the world’s largest tortilla and corn flour producer, in its US$400 million international bond offering and the redemption of likely the only corporate perpetual bond ever issued in Mexico. The notes were issued pursuant to Rule 144A and Regulation S in a more than seven times oversubscribed offering o Representation of Gruma in its US$300 million perpetual bond offering. This transaction was the first perpetual bond deal
ever completed by a corporate issuer in any market. The deal was named “International Corporate Bond of the Year” by Latin Finance Magazine o Representation of Gruma in connection with an SECregistered offering of 21 million shares of common stock. Gruma is one of the world’s leading tortilla and corn flour producers Banorte: o Representation of the largest non-foreign owned bank in Mexico in its Rule 144A/ Regulation S offering of US$600 million of Tier 1 and Tier 2 capital securities. This was the largest offering of capital securities by a Mexican bank o Representation of Banorte in its Rule 144A/Regulation S offering of US$300 million senior notes Hipotecaria Su Casita: Representation of the largest mortgage bank in Mexico in its inaugural placement of US$150 million high yield bonds in a Rule 144A/Regulation S offering Vitro: Representation of Vitro in its US$1 billion offering of high yield securities, the largest high yield securities offering ever out of Latin America. Headquartered in Monterrey, Vitro is the leading
glass manufacturer in Mexico, and one of the largest in the world, backed by more than 100 years of experience in the industry Consorcio ARA: Representation of Consorcio ARA, a Mexican housing company in its Rule 144A/ Regulation S US$230 million secondary stock offering URBI: o Representation of URBI in connection with its offering of US$500 million of its 9.75% Senior Notes due 2022 o Representation of URBI in connection with its offering of US$300 million of its 9.5% Senior Notes due 2020
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o Representation of URBI in its issuance of US$280 million in a global equity offering under Rule 144A/Regulation S o Representation of URBI in its inaugural high yield offering of US$200 million of Notes Controladora Comercial Mexicana (CCM): o Representation of lead manager Merrill Lynch in structuring and closing the issuance by Mexican retailer CCM, a leading Mexican supermarket chain, of three billion pesos (US$271 million) of securities in a “EuroPeso” 20year high yield notes offering
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Experience in Mexico (cont’d) o Representation of Citicorp Securities, Inc. in a US$130 million offering of senior notes by CCM pursuant to Rule 144A/Regulation S Industrias Unidas: Representation of Industrias Unidas, one of the largest diversified manufacturing conglomerates in Mexico, in its inaugural U.S. securities offering of US$200 million high yield notes Homex:
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o Representation of Homex, in a US$400 million Rule 144A/ Regulation S offering of 9.75% Senior Guaranteed Notes due 2020 by Homex o Representation of Homex, in a US$250 million Rule 144A/ Regulation S offering of 9.5% Senior Guaranteed Notes due 2019 by Homex o Representation of Homex, in a US$250 million Rule 144A/ Regulation S offering of 7.5% Senior Guaranteed Notes due 2015 by Homex SARE Holding: Representation of Banco Bilbao Vizcaya Argentaria and Santander Investment Securities Inc. in the offering of approximately 62 million shares of common stock of SARE Holding pursuant to Regulation S
PAUL HASTINGS
Famsa: o Representation of Famsa, a leading company in the Mexican retail and finance sectors, in connection with its international issuance of high-yield debt securities. The offering was underwritten by Credit Suisse and Citigroup and involved the issuance of US$250 million of 7.250% Senior Notes due 2020 pursuant to Rule 144A and Regulation S. This transaction marks the first international notes offering by Famsa since 2010 o Representation of Famsa in the issuance of US$200 million of 11% senior notes due 2015 in an international offering under Rule 144A/Regulation S GEO: Representation of Morgan Stanley, Citi and Santander in the issuance of US$250 million of high yield bonds by GEO, the largest homebuilder in Mexico in terms of revenues, in an international offering under Rule 144A/Regulation S Petrotemex: Representation of Credit Suisse and HSBC as joint lead arrangers in connection with a US$600 million loan to Petrotemex one of Mexico’s leading chemical companies, to fund its acquisition of Eastman Chemical’s polyethylene terephthalate (PET) business in the US
Bank Financings Sigma Alimentos: Representation of Sigma Alimentos, the largest producer and distributor of refrigerated and frozen food in Mexico, in a US$1 billion term loan from The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner. The proceeds were used for an acquisition financing Nemak: o Representation of Nemak, a Mexico-based company engaged primarily in the production of aluminum engine blocks, cylinder heads and transmission components, in a US$465 million senior unsecured loan from BBVA Securities Inc., Citigroup Global Markets., Inc., HSBC Securities (USA) Inc., Santander Investment Securities Inc., and Citibank, N.A. o Representation of Nemak, in a US$215 million senior unsecured term loan facility Grupo Senda Autotransportes: Representation of Grupo Senda Autotransporte, a Monterrey, Mexico based company and one of the largest providers of transportation services in Mexico in a Mexican peso 2.5 billion
senior secured dual facility/dual currency financing. The financing consisted of a peso denominated Mexican law governed senior secured syndicated facility with a group of Mexican lenders and a US dollar denominated New York law governed senior secured facility with a group of non-Mexican lenders. The two facilities will share in the same collateral and an intercreditor agreement was entered into effectively linking the two facilities and defining the lenders’ rights to the collateral. BBVA Bancomer acted as administrative agent on the US facility. Banorte and BBVA Bancomer acted as structuring agent and administrative agent for the Mexican bank syndicate on the Mexican facility. BBVA Bancomer acted as intercreditor agent BBVA Securities: Representation of BBVA Securities as the mandated lead arranger for a US$150 million financing facility for Corporación San Luis Alpha Credit: Representation of Alpha Credit, a Mexican non-bank financial institution and payroll lender, in an innovative secured lending structure that opened up a key source of funding to this institution, which does not accept deposits
Metalsa: o Representation of Metalsa, one of the world’s largest manufacturers of structural components for the automotive industry in a US$120 million bilateral loan with the Canadian Development Bank EDC o Representation of Metalsa in a US$150 million syndicated loan with Bank of America Merrill Lynch Mabe: Representation of Mabe, a Mexican manufacturer and distributor of white line products, in a US$150 million senior unsecured term loan facility Gruma: Representation of Gruma, the world’s largest tortilla maker, in obtaining an unsecured US$300 million 1-year term bridge loan with Goldman Sachs Bank, USA, Banco Santander (México), Institución de Banca Múltiple, Grupo Financiero Santander México, and certain other financial institutions Cambridge-Lee Industries (CLI): Representation of CLI, a US subsidiary of Industrias Unidas, in a US$135 million ABL revolving credit facility and term loan Homex: Representation of Homex, in multiple bank financings in excess of US$800 million
URBI: Representation of URBI, in multiple bank financings in excess of US$900 million Lamosa: Representation of Lamosa, in multiple bank financings in excess of US$600 million Casas Javer: Representation of Casas Javer, in multiple bank financings in excess of US$250 million
Structured Finance and Securitization GMAC-REC: Representation of GMAC-RFC on the first true securitization of mortgages in the Mexican capital market, in which a trust issued a program of certificados bursátiles in the local Mexican markets in a Reg S transaction. Before the transfer to the trust (made possible by a change in Mexican law), the mortgages ran in favor of the two Mexican mortgage banks (“Sofoles”): GMAC-Hipotecaria, a GMAC-RFC subsidiary, and SuCasita GEO: Representation of GEO in connection with the offering of US$160 million 9.625% Notes due 2021 pursuant to a securitization arrangement
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Experience in Mexico (cont’d) Hipotecaria Su Casita: Representation of Hipotecaria Su Casita on the first cross-border Mexican residential mortgage securitization, in which a trust is issuing two classes of Notes, the US$232.5 million Class A Insured Residential Mortgage-Backed Floating Rate Notes due 2035 and the Peso 226.5 million Class B UDI-Indexed Residential MortgageBacked 6.47% Notes due 2035, in a Rule 144A/Regulation S transaction. This is a wrapped deal in which the monoline, MBIA Insurance Corporation, is insuring the Class A Notes 20
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Petróleos Mexicanos (Pemex): Representation of Pemex, the national oil company of Mexico, and Pemex Finance in connection with its oil receivables-backed Regulation S/Rule 144A multibillion U.S. dollar notes offerings. These notes were subsequently registered with the SEC pursuant to exchangeable notes offerings
Restructurings Maxcom: Representation of a private equity firm Ventura in its successful takeover of Maxcom, a facilities-based telecommunications provider. The takeover, led by Ventura on behalf of a group of investors, was conditioned on a complete reorganization of Maxcom’s capital structure which was accomplished by the filing of a prepackaged Chapter
PAUL HASTINGS
11 bankruptcy plan in Delaware. The U.S. bankruptcy filing was needed to compel all of the holders of Maxcom’s internationally traded bonds to agree to the terms of the restructuring (after a previous exchange offer attempt had not achieved a sufficiently high participation rate from the bondholders). In the restructuring, Maxcom’s existing bondholders were issued new secured bonds. The takeover was accomplished through a simultaneous public tender offer for the shares of Maxcom in Mexico and an SECregistered tender offer in the U.S., that needed to be coordinated with the Chapter 11 process in order to close almost simultaneously. Through the related transactions, Maxcom accomplished a recapitalization and debt restructuring that was expected to significantly reduce Maxcom’s debt service expense and position Maxcom for growth with a US$45 million capital infusion from Ventura Axtel: Representation of Citigroup and Credit Suisse as dealer managers in connection with a US$350 million exchange offer by a subsidiary of Mexican telecommunication company, Axtel. This was a successful use of the capital markets to accomplish a restructuring of Axtel’s existing high yield bonds
Gruma: Representation of Gruma, the largest tortilla company in the world, in connection with the restructuring of approximately US$900 million of its foreign exchange swap counterparty obligations as well as approximately US$500 million of commercial bank loans and other obligations. The Gruma restructuring was named the “Restructuring Deal of the Year 2009” by Latin Lawyer Industrias Unidas: Representation of Industrias Unidas, one of the largest diversified manufacturing conglomerates in Mexico, in connection with the restructuring of over US$340 million of its long-term consolidated indebtedness, including U.S. bankruptcy proceedings involving two of its subsidiaries. This was the only large successful restructuring of defaulted securities in Mexico in 2011, and the first time Section 1145 of the U.S. bankruptcy code was used to provide creditors in different classes from around the world the benefit of getting freely transferable restructured securities, while exempt from SEC registration Vitro: Representation of Vitro in recent debt restructuring. Headquartered in Monterrey, Vitro is the leading glass manufacturer in Mexico, and one of the largest in the world, backed by more than 100 years of experience in the industry
Grupo México: o Representation of Grupo México and its subsidiary, American Mining Corporation, in securing a US$1.5 billion financing to consummate its plan of reorganization for its U.S. copper unit, ASARCO LLC. The consummation of this plan brought ASARCO out of Chapter 11 bankruptcy protection and reunited it with its parent company. ASARCO’s emergence from bankruptcy also brought an end to more than four years of heavily litigated bankruptcy proceedings. In addition to securing the US$1.5 billion loan, Paul Hastings lawyers represented Grupo México/AMC in securing a US$280 million credit facility, which will go to asbestos claimants, and in the transfer of numerous real estate and other assets into several environmental and other trusts o Representation of Grupo México and its subsidiary, Minera Mexico, in the US$4.2 billion merger of its Mexican and Peruvian operations to turn Southern Copper Corporation into the world’s No. 2 copper company by reserves and market capitalization. The merger was the second largest M&A deal in Mexico to date, created the largest NYSE listed Latin American asset based mining company and was named “Restructuring Deal of the Year”
Satélites Mexicanos: Representation of the creditors’ committee in the US$650 million cross-border restructuring by Satmex, one of Mexico’s leading satellite service providers. This innovative, comprehensive restructuring process took several years to complete due to its cross-border nature (Mexican company with U.S. debt and equity holders), equity structure (23% owned by the Mexican government), and a reliance on concessions from the Mexican Government and Mexican regulators for the continued operation of its business Hipotecaria Su Casita: o Representation of various hedge funds in the financial restructuring of Su Casita, a Mexican financial institution o Representation of various hedge funds in regularly analyzing distressed bond and bank loan investing
Project Finance Grupo México and México Generadora de Energía (MGE): Representation of Grupo México and MGE in the US$575 million 5.50% Senior Secured Notes Due 2032 Rule 144A project-bond to finance the construction of 500MW combined-cycle, gas-fired electrical power facilities in Mexico. This project was named “Best
Power Financing of the Year” by LatinFinance 2013 Minera y Metalurgica del Boleo S.A. de C.V.: Representation of Minera y Metalurgica del Boleo on the original financing and the restructuring of the US$858 million greenfield Boleo mining project in Baja, Mexico SMBC, Mizuho Bank, Ltd., NADBank and NAFIN: Representation of SMBC, Mizuho Bank, Ltd., NADBank and NAFIN in the financing of a 155MW wind farm and associated transmission line in the Sierra Juarez Mountains of Baja California, Mexico, which will sell energy cross-border into the U.S. BNPP: Representation of BNPP as lead arranger in its refinancing of the TEG (a 260MW (gross) pet coke-fired, “self-generation” facility in Mexico) debt Calyon: Representation of Calyon as lead arranger in its refinancing of the TEP (a 260MW (gross) pet coke-fired, “self-generation” facility in Mexico) debt Grupo México: Representation of Grupo México on its tender process for the development of a 450MW coal-fired greenfield power plant in Mexico Project sponsors: Representation of the Project Sponsors on the 1000MW Tamazunchale bid sponsored by CFE in Mexico
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Experience in Mexico (cont’d) NAD Bank, Banco Santander, Bancomext, Banobras and NAFIN: Representation of NAD Bank, Banco Santander, Bancomext, Banobras and NAFIN in the integrated 252MW (total) Ventikas I and II wind farms with a capital cost of US$650 million, located in General Bravo, Nuevo León, Mexico Enagás: Representation of Enagás in connection with a recent bid to develop and finance a gas pipeline in Mexico InterGen Services:
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o Representation of InterGen Services in raising US$3.4 billion in multi-currency debt and revolving credit facilities to refinance its debt at the parent company level and repay projectlevel debt associated with certain of its power plants in the United Kingdom and Mexico. This was awarded “European HighYield Bond of the Year 2007” by International Financial Law Review o Representation of InterGen Services in connection with an acquisition financing for TransAlta Corporation’s 511 MW Mexico portfolio, which included two gas/diesel combined cycle gas plants. This was awarded “Latin American Power Deal of the Year 2008” by Project Finance Magazine
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o Representation of InterGen Services in the US$88 million acquisition of the interests in the Libramiento natural gas pipeline and compression project located in Mexico o Representation of InterGen Services in the acquisition of AEP’s interest in the Bajio Power Project in Mexico o Representation of a major German commercial bank in connection with the amendment to loan financing of a PET plant in Mexico, regarding a polyethylene film production in Mexico Urbi: Representation of URBI in US$105 Million Loan from International Finance Corp., a World Bank Group institution that assists the private sector, to support Urbi in the development of sustainable housing projects in Mexico
Private Equity/Fund Formation Credito Real: Representation of Credito Real, a Mexico-based consumer lender, in completing its initial public offering on the Mexican Stock Exchange. It is one of rare exits of private equity investor- Nexxus Capitalfrom a portfolio company investment. The IPO was sold internationally pursuant to Rule
144A and regulation S and raised approximately US$200 million. The proceeds will be used to repay debt and for corporate purposes Nexxus Capital: Representation of Nexxus Capital, the largest Mexican owned private equity firm in Mexico, in fund formation matters as well as with several international investment and private equity transactions Artha Capital: Representation of Artha Capital, a Mexican private equity firm specializing in investments in real estate and infrastructure projects, in several international investment and private equity transactions Invercap: Representation of Invercap in a refinancing of all of its US dollar debt and in the sale of a strategic interest to Advent International. Eton Park, an anchor investor in Advent, sold down its interest consistent with its investment strategy in Latin America, as Advent entered
Anti-corruption and FCPA Representation of a large insurance company in an investigation regarding potential anti-corruption violations in Mexico Representation of two pharmaceutical entities in investigations regarding potential anti-corruption violations in Mexico
International Dispute Resolution Representation of a major international insurer in coverage dispute against a U.S. company concerning investments in Mexico. The dispute is pending before the American Arbitration Association’s International Centre for Dispute Resolution
o Hotel Continental Plaza in Playa del Carmen, Mexico; Ixtapa, Mexico; and Cancun, Mexico o Hotel Sierra in Cancun, Mexico; Manzanillo, Mexico; and Nuevo Vallarta, Mexico o Hotel Plaza Las Glorias in Cozumel, Mexico and Cabo San Lucas, Mexico
Real Estate and Hospitality Buildings, developments, and projects in Mexico we have worked on include: o Las Ventanas Hotel in Cabo San Lucas, Mexico
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o Four Seasons Hotel & Resort, Residential & Golf Development in Cabo San Lucas, Mexico o Hilton Hotel & Timeshare in Cabo San Lucas, Mexico o Querencia Golf Course & Residential Development in Cabo San Lucas, Mexico o Aman Hotel & Resort in Sea of Cortez, Mexico o Gran Melia Hotel & Resort in Cancun, Mexico; Puerto Vallarta, Mexico; and Puerto Rico o Legato in Sea of Cortez o Bay of Dreams, Sea of Cortez
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Experience in Brazil We are dedicated to providing the most responsive service and highest quality legal advice to our clients. Our lawyers have been among the most active in the capital and financial markets in Latin America. The breadth and size of our firm enables us to access geographic, industry and product knowledge quickly and efficiently. Our lawyers are consistently ranked by Thomson Financial, The American Lawyer, IFLR 1000 and Chambers as among the leading legal advisors to underwriters and issuers of equity, equity-related and debt securities.
bond offerings, perpetual securities offerings, subordinated bond offerings and Medium Term Note programs. Our lawyers’ equity and debt experience in Brazil includes:
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We are committed to expanding the firm’s global reach into Brazil in the short term. We are taking steps to expand our corporate and capital markets practice in Brazil and expect to have a fully staffed office there in the near future.
Equity and Debt Capital Markets Deals Paul Hastings lawyers have been involved in a wide variety of debt and equity offerings in Brazil. The transactions our lawyers have worked on include initial public offerings, follow-on offerings, first-time debt offerings, Tier II capital bond offerings, high-yield bond offerings, hybrid
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GVT and its subsidiary Global Village Telecom Ltda.: Representation of a leading facilities-based telecommunications and internet solutions provider in Brazil on a series of recapitalization transactions culminating in its US$447 million initial public equity offering placed and listed in Brazil and offered outside Brazil pursuant to Rule 144A or Reg S Vale: Representation of Vale on its sale, through an Austrian whollyowned subsidiary, of all of its equity interest in Norsk Hydro ASA through a Rule 144A/Regulation S accelerated book-build block trade for approximately US$1.822 billion Samarco Mineração: Representation of Samarco Mineração on numerous transactions, including on its debut international issuance of US$1 billion 144A/Regulation S 4.125% Notes due 2022; and on its issue of US$700 million Rule 144A/ Regulation S offering of 5.95% Notes due 2023
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Qualicorp: Representation of Qualicorp in connection with establishing and registering its Level One ADR program with the SEC TAESA: Representation of TAESA, one of the largest private Brazilian groups dedicated exclusively to electricity transmitting activities in Brazil, in terms of revenue, in its US$876 million “re-IPO” of its Units. The deal is the second largest equity offering out of Brazil in 2012 Magazine Luiza: Representation of Banco Itaú BBA, BTG Pactual, BB Investimentos, Barclays Capital, Raymond James and Santander in the initial public offering of Magazine Luiza, one of the largest household appliance retail chains in Brazil Brasil Brokers: Representation of Brasil Brokers, one of the largest real estate brokerage and consulting companies in Brazil, in a follow-on equity offering of the company’s shares
Direcional Engenharia: Representation of Banco Itaú BBA, Santander, BofA Merrill Lynch and BTG Pactual in a follow-on equity offering of the shares of Direcional Engenharia, one of the largest real estate development and
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Copersucar: Representation of Copersucar, one of the largest integrated sugar and ethanol trading companies in the world and a leader in the sugar-energy sector in Brazil, in a proposed initial public offering of its shares (the transaction has not closed) Marfrig: Representation of Merrill Lynch, ABN AMRO and Bradesco in the initial public offering of shares of Marfrig, a multinational food products company
real denominated notes and one being U.S. dollar denominated notes, in the total amount of US$2.1 billion n
Coelba: Representation of BB Securities, BNP Paribas and Itaú BBA in a Rule 144A/ Regulation S offering of Brazilian real-denominated senior notes due 2018 of Coelba, the largest electricity distribution company in the state of Bahia, Brazil, in the amount of US$400 million
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Energisa: Representation of BofA Merrill Lynch, Morgan Stanley and Santander in a Rule 144A/ Regulation S offering of perpetual hybrid notes (the first of its kind by a Brazilian company) of Energisa, an integrated electricity supply and distribution company in Brazil, in the amount of US$200 million Fibria: Representation of the initial purchasers in three Rule 144A/ Regulation S notes offerings of Fibria, the world’s largest producer of market pulp, in the total amount
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Companhia Energética de Minas Gerais (CEMIG): Representation of CEMIG, the largest integrated concessionaire of electric power generation, transmission and distribution in Brazil, in connection with several securities offerings, including its initial Rule 144A equity offering and the SEC registration and NYSE listing of its common and preferred stock Brasil Telecom: Representation of the initial purchasers in two Rule 144A/Regulation S notes offerings of Brasil Telecom, the largest integrated telecommunication service provider in Region II in Brazil based on the total number of fixed lines in service and mobile subscribers, one being Brazilian
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Experience in Brazil (cont’d) o Representation of the initial purchasers in several Rule 144A/Regulation S notes offerings as part of the Medium Term Note Program of Banco Votorantim, including Brazilian real-denominated notes, inflation-indexed notes and step-up notes
of US$2.5 billion. Concurrent with one of its bond offerings, Fibria also completed an exchange offer and consent solicitation, exchanging over US$900 million of its outstanding notes due 2019 for new senior notes due 2020, in which Paul Hastings lawyers represented the dealer managers n
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Oi: Representation of the initial purchasers in three Rule 144A/ Regulation S notes offerings of Oi, the largest integrated telecommunication service provider in Brazil based on total number of fixed lines in service and mobile subscribers, two being U.S. dollar denominated notes and one being Euro denominated notes, in the total amount of US$2.75 billion. Concurrent with one of its bond offerings, Oi also completed an exchange offer and consent solicitation, exchanging over US$600 million of outstanding senior notes due 2019 for new senior notes due 2020, in which Paul Hastings lawyers represented the dealer managers
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Banco Votorantim: o Representation of the initial purchasers in two Rule 144A/ Regulation S offerings of subordinated notes due 2020 (Tier 2 Capital) of Banco Votorantim, the seventh largest bank in Brazil in terms of total assets and part of the Votorantim Group, in the total amount of US$1.15 billion
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Cimento Tupi: Representation of BofA Merrill Lynch in a Rule 144A/ Regulation S offering of senior notes due 2018 of Cimento Tupi, a producer and distributor of cement in Brazil, in the amount of US$100 million Banco Bonsucesso: Representation of Banco Bonsucesso, one of the leading mid-sized banks in Brazil, in terms of volume of payroll deductible loans originated, in a Rule 144A/Regulation S offering of subordinated notes due 2020 (Tier 2 Capital) in the amount of US$125 million Marfrig: Representation of Merrill Lynch in a Rule 144A/Regulation S offering of senior notes due 2016 of Marfrig in the amount of US$375 million Grupo Rede: Representation of Merrill Lynch in two Rule 144A/Regulation S perpetual notes offering of Grupo Rede, a company engaged in the distribution, generation and trading of electricity in Brazil, in the total amount of US$575 million
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Banco Bradesco: Representation of Merrill Lynch in connection with a Rule 144A/Regulation S offering of US$300 million of Perpetual Non-Cumulative Junior Subordinated Securities by Banco Bradesco, one of the largest private banks in Brazil. The Banco Bradesco offering was the first perpetual bond issued by a Brazilian entity, the first noninvestment grade rated Tier I bond, the first non-investment grade rated perpetual bond and the first Tier I perpetual bond issued out of Brazil or any emerging market Banespa: Representation of Merrill Lynch in connection with a Rule 144A/Regulation S offering of US$500 million of Perpetual NonCumulative Junior Subordinated Securities by Banespa (now a subsidiary of Santander) Unibanco: Representation of Merrill Lynch and UBS in connection with a Rule 144A/ Regulation S offering of US$500 million of Perpetual NonCumulative Junior Subordinated Securities by Unibanco (now part of Banco Itaú)
listing of HDRs on the Hong Kong Stock Exchange. This transaction was awarded “Equity Deal of the Year 2011” by International Financial Law Review and was also commended as one of the “Most Innovative Corporate Law Deals 2011” in the Financial Times US Innovative Lawyers Report 2011
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Mergers and Acquisitions Paul Hastings lawyers have extensive experience and involvement in M&A, leveraged buyouts and other forms of business combinations, acquisitions and divestitures.
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Our lawyers’ M&A experience in Brazil includes: n
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Vale: Representation of JP Morgan as the sponsor in the secondary listing of Hong Kong Depositary Receipts (HDRs) of Vale, the second-largest diversified mining company in the world by market capitalization, on the Main Board of the Hong Kong Stock Exchange. This was the first-ever
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Companhia Energética de Minas Gerais (CEMIG): Representation of CEMIG, the largest integrated concessionaire of electric power generation, transmission and distribution in Brazil, in connection with the acquisition of a controlling interest in Light, the electric utility serving Rio de Janeiro CVC: Representation of CVC in connection with the sale of its equity interest in a Brazilian company operating port terminals Hitachi Construction Machinery: Representation of Hitachi Construction Machinery in its joint venture with Deere to launch an excavator manufacturing and distribution business in Brazil
Paladin Capital: Representation of Paladin Capital in its investment in the development of an ethanol production facility in Taquarituba SIAL: Representation of SIAL, the global food marketplace, in connection with a joint venture with Brazil Trade Shows Laureate Education: Representation of Laureate Education in connection with its acquisition of private universities in Brazil The Sage Group plc: Representation of The Sage Group plc, an international software provider, in the acquisition of the Folhamatic Group
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Itaú Unibanco and Bradesco: Representation of Itaú Unibanco and Bradesco as third-lien creditors in the US$553 million restructuring of the Porto Sudeste debt in connection with Mubadala and Trafigura’s acquisition of a controlling stake in the “Superport” in Brazil from Eike Batista’s MMX Mineracao & Metalicos SA. The restructuring involved BNDES as first-lien creditor and Compañía Española de Seguros de Crédito a la Exportación (CESCE, the Spanish ECA) and a group of commercial banks as second-lien creditors. This deal was awarded “Americas Deal of the Year” by Trade Finance Magazine
Experience Across Latin America
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Experience in Brazil (cont’d) Odebrecht Óleo e Gás: o Representation of Odebrecht Óleo e Gás in connection with its US$112 million equity investment in, and the US$488 million debt restructuring of, Delba Drilling International Coöperatie, U.A., which holds the rights to own and operate a state-of-the art ultra-deepwater offshore semi-submersible drilling rig, capable of drilling in the offshore Brazilian pre-salt
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Energia), in the US$1.59 billion project financing of a 720MW coalfired thermal power plant next to the port of Pecem, in Fortaleza, State of Ceará, Brazil, with financing from IDB and BNDES as well as B Loan commercial bank lenders. This deal was awarded “Latin America Power Deal of the Year” by Project Finance Magazine 2009 and “Americas Deal of the Year” by IFLR 2009 n
o Representation of Odebrecht Óleo e Gás in the structuring of its joint venture with Teekay and the subsequent US$300 million project financing of FPSO Cidade de Itajaí for charter to Petrobras
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Porto do Pecém Geração de Energia: Representation of a project company, and its sponsors (Energias do Brasil and MPX
PAUL HASTINGS
BNDES, Caixa Econômica Federal, UK Export Finance and SMBC: Representation of the senior lenders in the Sete drillship project, an approximately US$18 billion project financing of 21 ultra deepwater drill ships to be leased by Petrobras S.A. for use offshore Brazil Energias do Brasil and MPX Energia: Representation of Energias do Brasil and MPX Energia in the EPC contracts to build a 720MW coal-fired thermal power
plant next to the port of Pecém, in Fortaleza, State of Ceará, and a 360MW coal-fired thermal power plant next to the port of Itaqui, in São Luis, State of Maranhão, Brazil n
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Camargo Correa and Andrade Gutierrez: Representation of Camargo Correa and Andrade Gutierrez as sponsors in connection with the US$115 million financing by IFC of the Dutra toll road in São Paulo, Brazil Deutsche Bank: Representation of Deutsche Bank in a transaction with Petrobras involving a gas-fired power plant in Brazil MPX: Representation of MPX in the negotiation and documentation of EPC contracts for a 360MW coalfired power station in Brazil Sponsor: Representation of the sponsor in the issue of US$500 million of secured bonds in the
Norwegian high yield debt market, and backed by the corporate guarantee of OSX Brazil, in relation to the construction of the OSX3 FPSO Project, installed in the Campos Basin, Rio de Janeiro, Brazil n
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A major Brazilian oil and gas company: Representation of a major Brazilian oil and gas company in connection with its ongoing participation as a shareholder together with Sete Brasil Participaçães in five specialpurpose project companies, each to own one drill ship to be constructed and leased to Petrobras. Our client will also operate the drill ships and manage their construction Representation of Japan Bank for International Cooperation and The Bank of Tokyo Mitsubishi UFJ in their loan to Brazil-based UNIGAL Ltd. for the construction and operation of facilities for the production of hot-dipped galvanized steel products
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Sobel Holdings: Representation of Sobel Holdings in the creation of a Brazilian investment business TIAA-CREF: Representation of TIAA-CREF, a leading U.S. financial services provider, in the structuring of TIAA-CREF Global Agriculture LLC. The company, comprising TIAA and several international institutional investors, has total commitments of US$2 billion to invest in farmland in the U.S., Australia, and Brazil
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Representation of a large technology company in investigations regarding potential anti-corruption violations in Brazil Representation of two pharmaceutical entities in investigations regarding potential anti-corruption violations in Brazil
Eni: Representation of Eni in the negotiation of exploration and production sharing agreements, concession agreements, joint operating agreements and other oil and gas contracts in connection with Eni’s investments in South America (Argentina, Brazil, and Ecuador), and various other countries
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Experience in Other Latin American Countries and the Caribbean Paul Hastings lawyers have been active in virtually every Latin American country. We have been involved in some of the largest and most complex cross-border transactions affecting the region. Many of them have been firsts of their kind.
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We advise Latin American, U.S. and other international clients on a wide range of transactions, including capital markets transactions, structured financings, transactions involving multilateral institutions and governmental development, joint ventures, mergers and acquisitions, tax planning, intellectual property protection and leasing. Our lawyers also represent clients in a wide variety of trade and investment contexts. Paul Hastings lawyers’ experience includes:
Equity and Debt Capital Markets Deals Republic of Peru: Representation of the Republic of Peru on numerous transactions, including: o On its April 2010 US$1.8 billion exchange offer and tender offer of U.S. Dollar-Denominated Bonds due in 2012, 2014, 2015 and 2016 for additional U.S. Dollar-Denominated Bonds due 2033 o On the issuance of US$1 billion of its 7.35% U.S. DollarDenominated SEC-registered Global Bonds due 2025
PAUL HASTINGS
o The issuance of US$1 billion of its 7.125% U.S. Dollardenominated SEC-registered Global Bonds due 2019 Telefonica Celular del Paraguay: Representation of Morgan Stanley and Citi as initial purchasers of US$ 300 million 10 year 6.75% notes in the Rule 144A/Reg S markets for Telefonica Celular del Paraguay, a subsidiary of Millicom, a global telecommunications company based in Sweden focused on frontier emerging markets. The offering was more than twelve times oversubscribed and priced significantly below the expected range of 8%. The success of the offering reflected a vote of confidence in Paraguay despite the impeachment of former President Lugo earlier in that year Banco Continental S.A.E.C.A.(Paraguay): Representation of Banco Continental S.A.E.C.A., one of the largest banks in Paraguay, in connection with its issuance of US$200 million 8.875% Senior Notes due 2017 pursuant to Rule 144A and Regulation S. This transaction is very important to the banking sector in Paraguay and its ability to access the international capital markets as it is only one of two international bond offerings by a Paraguayan bank
BBVA Banco Continental (Peru): o Representation of BBVA Banco Continental in connection with a US$300 million subordinated bond offering o Representation of BBVA Banco Continental in connection with a US$500 million offering of 3.250% Senior Notes due 2018 o Representation of BBVA Banco Continental in connection with a Credit Agreement for US$160 million with Standard Chartered Bank, Bank of America, N.A., Wells Fargo Bank, N.A., and Citibank, N.A., as lenders o Representation of BBVA Banco Continental in connection with a US$300 million offering of 2.25% Senior Notes due 2016 o Representation of BBVA Banco Continental issue US$300 million worth of bonds in the international markets. The transaction, which saw BBVA Banco Continental issue US$300 million worth of 2.25 per cent 3.5-year unsecured bonds, closed on January 22, 2013 o Representation of BBVA Banco Continental, the second largest bank in Peru, in connection with a US$500 million offering of 5.0% Senior Notes due 2022. First direct issuance under new regulating regime
o Representation of BBVA Banco Continental, the second largest bank in Peru, in connection with a US$500 million offering of 5.750% Senior Notes due 2017 o Representation of BBVA Banco Continental in connection with a US$350 million offering of 5.500% Senior Notes due 2020 o Representation of BBVA Banco Continental, in connection with a US$200 million Tier 1 offering of 7.375% Non-cumulative Fixed/ Floating Rate Step-up Notes due 2040 Corporación Lindley (Peru): Representation of the only authorized bottler and distributor of Coca-Cola products in Peru, including Inca Kola, on numerous transactions, including: o On its US$320 million high-yield bond issuance of 6.750% Notes due 2021 o On its US$260 million high-yield bond issuance of 4.625% Notes due 2023 Banco Industrial (Guatemala): o Representation of Credit Suisse in connection with a US$35 million private offering of Tier 1 capital securities by Guatemala’s Banco Industrial, the largest bank in Guatemala. This was the first ever Tier 1 offering by a Guatemalan bank
o Representation of Bank of America Merrill Lynch in connection with the offering and issuance by Banco Industrial, of US$150 million of 8.25% Subordinated Notes due 2021 Banco de Crédito del Perú (Peru): Representation of Bank of America Merrill Lynch and JP Morgan in connection with a US$250 million Tier 1 offering of 9.75% Non-Cumulative Fixed/ Floating Rate Step-up Junior Subordinated Notes due 2069 by Banco de Crédito del Perú, the largest commercial bank in Peru. This offering was the first ever offering of Tier 1 securities under the recently enacted Tier 1 regulation in Peru Pavimentos Colombia: Representation of Pavimentos Colombia in connection with its US$150 million Euro Note Program and issuance thereunder Telemóvil El Salvador: Representation of Morgan Stanley in connection with a US$450 million high yield offering of 8% Senior Notes due 2017 by Telemóvil El Salvador, the leading mobile service operator in El Salvador. This high yield bond offering utilized a trust structure intended to optimize the tax treatment for Telemovil. Telemovil is a subsidiary of Millicom,
Experience Across Latin America
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Experience in Other Latin American Countries and the Caribbean (cont’d)
one of the leading global telecommunications companies. It was the first time such a structure was used in El Salvador
Credivalores-Crediservicios (Columbia):
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o Representation of CredivaloresCrediservicios, in connection with its establishment of a Euro Commercial Paper program for issuance of up to US$150 million of Euro Commercial Paper, and its three completed issuances under the program. Credivalores is a leading nonbank provider of consumer loans in Colombia, providing non-bank credit to customers throughout Colombia who otherwise have limited access to credit o Representation of CredivaloresCrediservicios, in connection with its establishment of a EuroNotes program for issuance of up to US$150 million of EuroNotes. Credivalores completed its first issuance under the program, and its first international debt offering, shortly after the program was established Southern Peru Copper Corporation: Representation of SPCC in its US$950 million secondary offering
PAUL HASTINGS
The Republic of Ecuador: Representation of the Republic of Ecuador in connection with its US$650 million global bond offering Banco Continental de Panama: Representation of Banco Continental de Panama in connection with its US$150 million offering of Notes and US$225 million offering of Medium Term Notes
(Nicaragua) Representation of Empresa de Mantenimiento, Construcción y Electricidad in its acquisition of a controlling stake in ENITEL, the fixed line and wireless telephone provider in Nicaragua
(Panama and Curacao) Representation of The Andalex Group in the acquisition and repositioning of two casino and gaming facilities in Panama and Curacao (The Veneto Hotel, a Mergers and Acquisitions Wyndham Grand Hotel in Panama City, Panama, and a to-be (Chile) Representation of PSEG branded seaside hotel and casino Global in the US$1.2 billion sale in Curacao, N.A.). Paul Hastings of the SAESA Group of Companies alsocoordinated and advised on to a consortium formed by Morgan obtaining the appropriate gaming Stanley Infrastructure and the licenses in each jurisdiction. The Ontario Teachers’ Pension Plan properties also involved first (Argentina) Representation mortgage and mezzanine financing of Grupo ClarÌn, the leading facilities Argentine media group, in (Aruba) Representation of connection with various financial Belfonti Capital Partners in its and contractual dealings with its acquisition of a hotel in Aruba from significant minority shareholder Aruba Hotel Enterprises, N.V. Goldman Sachs and others, and in connection with the original Bank Financings US$500 million investment therein by Goldman Sachs Telefonica Celular del GlobalCollect: Representation of GlobalCollect B.V., a leading provider of online payment processing solutions in the Netherlands, in its acquisition of Sub1, a leader in the Latin American e-payment market. The acquisition greatly expanded GlobalCollectís Latin American operations
Paraguay (Paraguay): Representation of Citibank and Morgan Stanley Bank, as lenders, in connection with a US$151 million bridge loan to Telefonica Celular del Paraguay, S.A. for the acquisition of Cablevision, S.A., one of the first bridge to bond financings out of Paraguay
Grupo C&C Energia (Barbados) Ltd. (Colombia): Representation of Wells Fargo as administrative agent and sole lead arranger and bookrunner of a US$200 million senior secured credit facility for Grupo C&C Energia (Barbados) Ltd. Solana Resources Limited (Colombia): Representation of Wells Fargo as administrative agent and lead arranger and bookrunner of a US$100 million senior secured credit facility for Solana Resources Limited PetroLatina Energy PLC, PetroLatina Limited and Petroleos Del Norte S.A. (Colombia): Representation of Wells Fargo as administrative agent of a US$100 million senior secured credit facility for PetroLatina Energy PLC, PetroLatina (CA) Limited and Petroleos Del Norte S.A. Lewis Energy Colombia, Inc. (Colombia): Representation of Wells Fargo as administrative agent and sole lead arranger and bookrunner of a US$100 million senior secured credit facility for Lewis Energy Colombia, Inc.
Structured Finance and Securitization Scotiabank (Peru): Representation of Scotiabank, as originator, in connection with the establishment of a future payment flow (diversified payment rights) securitization program and the issuance of Series 2010-A and 2010-B Notes Due 2017 under Rule 144A/Regulation S totaling US$175 million; the issuance of Series 2010-C and D loans totaling US$125 million and the further issuance of US$50M Series 2012A loans |
Project Finance Odebrecht and Enagás: Representation of Odebrecht and Enagás as sponsors in the ongoing US$5 billion senior secured financing of the 1,000km Gasoducto Sur Peruano (GSP) pipeline project in Peru and related US$600 million bridge financing A major Peruvian corporation: Representation of a major Peruvian corporation in the ongoing US$600 million development and financing of a mine, port, and desalination facility in northern Peru
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Experience in Other Latin American Countries and the Caribbean (cont’d) Sociedad Concesionaria Operadora Aeroportuaria Internacional S.A. - OPAlN S.A.: Representation of OPAIN in the US$1.2 billion concessionbased expansion of the El Dorado International Airport in Bogota, Colombia A syndicate of 4 commercial banks: Representation of a syndicate of four commercial banks in funding the approximately US$280 million expansion of the TISUR port in Peru. This deal was awarded “Latin America Transportation Deal of the Year” by IJGlobal 2014 34
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AES Corporation (Colombia): o Representation of AES Corporation in the refinancing of the 1000MW Chivor hydropower station’s acquisition debt, in Colombia o Representation of subsidiary, Chivor SA E.S.P., owner of a 1,000MW hydroelectric plant, in the refinancing of a syndicated loan facility, involving a US$170 million 144A high-yield bond tranche and a US$83 million equivalent Peso-denominated syndicated bank tranche Chase Manhattan Bank and IDB (Colombia): Representation of Chase Manhattan Bank and IDB on the financings of the 190MW gas-fired Termovalle power station in Cali, Colombia
PAUL HASTINGS
FMO, CABEI and Finnfund (Honduras): Representation of FMO, CABEI and Finnfund on the Agua Zarca Project, a 21.3MW run-of-the-river hydroelectric station in Honduras sponsored by DESA FMO, DEG, Proparco and DnB NOR (Panama): Representation of FMO, CABEI and Finnfund with the initial phases of the financing of the 58MW Bajo Frio Hydro Power Plant in Panamá Dragados and Ogden (Colombia): Representation of Dragados and Ogden as sponsors in the US$116 million bond financing under Rule 144A for the El Dorado Airport in Bogotá, Colombia GE Energy Financial Services (Panama): Representation of GE Energy Financial Services in its bid for a stake in an entity that owns a hydroelectric plant in Panamá HSBC, EDC and Bancolombia (Peru): Representation of HSBC, EDC and Bancolombia in the financing of a 512MW gas-fired combined cycle power plant in Peru Marubeni in the Geoenergía de Guanacaste (Costa Rica): Representation of Marubeni in the Geoenergía de Guanacaste in a transaction involving the purchase and sale of a 50% interest in a Costa Rican geothermal power plant
MPX Chile: Representation of MPX Chile in its development of a 2,000 MW coal-fired power station, together with an associated port and water desalination facility in Chile National Road Operating and Constructing Company of Jamaica (NROCC): Representation of National Road Operating and Constructing Company of Jamaica on its US$294 million short term notes and US$294 million long term notes, each guaranteed by the Government of Jamaica, to refinance existing debt and to finance construction of a toll road in Jamaica Petroleum Company of Trinidad and Tobago Limited (Petrotrin): Representation of Petrotrin on its US$850 million offering of its 9.75% note due 2019 to finance the upgrade, expansion and optimization of its oil refinery at Point-a-Pierre in Trinidad, underwritten by JP Morgan and Credit Suisse Sociedad Concesionaria Autopista Central (Chile): Representation of Sociedad Concesionaria Autopista Central on its US$250 million and bond issuances to finance the Autopista Central toll road project in Santiago, Chile
Sociedad Concesionaria Costanera Norte (Chile): Representation of Sociedad Concesionaria Costanera Norte on a US$300 million project bond guaranteed by the IDB and monoline insurer Ambac to finance the construction of an electronically tolled free- flow highway in Santiago, Chile Sociedad Concesionaria Vespucio Norte Express (Chile): Representation Sociedad Concesionaria Costanera Norte on a US$424 million project bond, guaranteed by monoline insurer MBIA, to finance the construction of an electronically tolled urban ring road in Santiago, Chile TECO Power (Guatemala): Representation of TECO Power in the development of a 90 MW gasfired power project in Guatemala (using LM 6000s), initially financed on an all-equity basis and later refinanced through OPIC The lenders (Chile): Representation of the lenders in the financing of the 100MW Cerro Dominador PV solar power project in Antofagasta, Chile The funders to Aerostar Airport Holdings, LLC (Puerto Rico): Representation of a project company owned by Grupo Aeroportuario del Sureste and Highstar Capital, in connection
with the financing of the long-term lease and concession of Luis Muñoz Marín International Airport in Puerto Rico, the first airport privatization to be approved by the Federal Aviation Administration The lenders (Colombia): Representation of the lenders in the ongoing financing of design, development, construction, commissioning and operation of a 260km 2x230 kV transmission line to service the Los Llanos oil fields in Colombia The lenders (Panama): Representation of the lenders in the development and construction of a 666MW power plant and LNG receiving terminal in Panamá The project company and a major Brazilian sponsor (Dominican Republic): Representation of the project company and a major Brazilian sponsor in the development and financing of a 500MW combined cycle gas-fired thermal power plant, associated 110km transmission line and offshore LNG regasification plant in the Dominican Republic. The long term financing for the thermal power plant and transmission line is estimated to be in the range of US$1.2 billion and US$1.5 billion
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Experience in Other Latin American Countries and the Caribbean (cont’d) WestLB and HSBC (El Salvador): Representation of WestLB and HSBC as lead arrangers and KEIC as guarantor in their attempted financing of the AES Fonseca 240MW coal-fired facility power project in El Salvador
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Eni: Representation of Eni in the negotiation of exploration and production sharing agreements, concession agreements, joint operating agreements and other oil and gas contracts in connection with Eni’s investments in South America (Argentina, Brazil, and Ecuador), the North Sea, Russia, Central Asia (Azerbaijan and Kazakhstan), Asia (China, Indonesia and Australia), North Africa (Egypt, Libya, Tunisia, Algeria), West Africa (Nigeria, Congo, Angola), the Middle East (Iraq, Iran, Saudi Arabia, Qatar), and North America (U.S. Gulf of Mexico, Canada) Government of Bolivia: Representation of the Government of Bolivia in the capitalization (privatization) and sale of the freight rail operations previously operated by the state-owned rail company, Empressa Nacional de Ferrocarriles (ENFE). Advised on rate and non-rate regulatory/ contractual and tariff issues, including options for the regulatory structure to apply to the privatized rail operations
PAUL HASTINGS
Black & Veatch: Representation of Black & Veatch in its representation of the Government of Peru in the privatization of the Greater Lima water/ wastewater system. Advised on tariff and regulatory structure and implementation issues in connection with operation, maintenance and expansion of the water/wastewater system for Greater Lima Sonnedix: Representation of Sonnedix, an independent global power producer (IPP) focused on low-carbon solar energy, in its development of and investment in renewable energy projects in Puerto Rico Korea East-West Power Co. Ltd: Representation of Korea EastWest Power Co. Ltd. in connection with a bridge financing and the acquisition of a 40% stake in Jamaica Public Service Company Limited, a vertically integrated utility with the exclusive right to transmit and distribute electricity in Jamaica
Anti-corruption and FCPA Representation of a large pharmaceutical company in the examination of the effectiveness and design of anti-corruption policies, procedures, and controls in several markets in Latin America
Representation of a large technology company in the evaluation and implementation of anti-corruption policies and procedures in several markets in Latin America, including considering the practical application of the policies to the business practices in the particular markets Representation of a large insurance company in the investigation into potential anticorruption violations in Argentina Representation of two pharmaceutical entities in investigations into potential anticorruption violations in Ecuador
International Dispute Resolution Dow Chemical Venezuela Arbitration: Representation of Dow Chemical in the first major international arbitration conducted under the IACAC (Inter-American Commercial Arbitration Convention) over a planned petrochemical project that was not built in Venezuela. The case was tried to a three-member tribunal over the course of several successive weekends, with more than a dozen witnesses testifying for our client and with extensive expert testimony. We defeated the
claimants’ broad damages claim and obtained a successful award Trans-Pacific Cable Arbitration: Advised Japanese client on potential arbitration arising from project to extend Trans-Pacific cable to Pacific coast of Latin and South America. Dispute settled before proceeding filed Productora La Florida: Representation of Productora La Florida, Costa Rica’s largest independent beverage producer and distribution company, in obtaining a complete victory in a question of first impression involving an international arbitration currently pending in Costa Rica. After the plaintiff, Black Eagle, brought suit against Productora La Florida in California State court for alleged breach of its distribution agreement, Paul Hastings, on behalf of Productora La Florida, removed the case to California federal court and moved to compel arbitration and dismiss the case. Black Eagle and the California Beer and Beverage Distributors have claimed that they are appealing the decision. The suit subsequently settled for our client on extremely favorable terms
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Representation of a leading multinational insurance company in the successful defense of multiple arbitrations claiming a total in excess of US$200 million for expropriation and discrimination
Experience Across Latin America
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Experience in Other Latin American Countries and the Caribbean (cont’d)
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connection with claims of political by a Latin American sovereign, violence and expropriation in that including the successful defense country of an arbitral award in U.S. Federal Court. The disputes centered on Representation of a leading the impact of actions taken by Japanese electronics company in the Latin American government in a proposed international arbitration response to an economic crisis on against a distributor in Panama obligations to foreign investors in and Peru. The claim settled the country. These wide-ranging on favorable terms before the disputes involved the country’s arbitration was filed electricity sector, banking sector, natural gas sector, and toll roads. Société Générale, Trust The arbitrations were sited in New Company of the West (TCW): York and London; were conducted Representation of Société Générale, under the UNCITRAL arbitration Trust Company of the West rules, the LCIA rules, and ad-hoc (TCW), and a local electricity arbitral rules; and governed by the distribution company in the laws of U.S., New York, England, Dominican Republic in a trio of and international law parallel international arbitrations
Representation of a sovereign instrumentality in El Salvador in a commercial arbitration pending with the International Chamber of Commerce Representation of an international organization of South American countries in an enforcement action before the U.S. District Court for the Southern District of New York Representation of a leading international insurance company in a US$90 plus million American Arbitration Association (ICDR) arbitration seated in Washington, D.C. The arbitration concerned a power plant in South America in
PAUL HASTINGS
totaling US$680 million against the Dominican Republic. The arbitrations involved allegations of breaches under the Bilateral Investment Treaty between France and the Dominican Republic, the Dominican Republic—Central American Free Trade Agreement (the second ever brought under that treaty), and a Concession Agreement. The three arbitrations settled on extremely favorable terms for our clients. These arbitrations were listed in the American Lawyer’s International Arbitration Scorecard for 2009 and have also been featured in Global Arbitration Review and International Arbitration Reporter
Real Estate and Hospitality China Development Bank: Representation of China Development Bank in a landmark US$992 million loan facility program for Venezuela’s economic development bank, Banco de Desarrollo Economico y Social de Venezuela, to fund the Venezuela Ministry of Housing’s social housing project Reserva Conchal: Representation of the owners of Reserva Conchal in the selection of a hotel management company and negotiation of definitive management agreements for a 400-room Westin hotel and an adjacent St. Regis hotel located on a 2,300-acre mixed-use beach resort/community development project on the Northern Pacific Coast of Costa Rica Buildings, developments, and projects throughout other Latin American countries and the Caribbean we have worked on include: o JW Marriott Hotel in Lima, Peru o Melia Conchal Hotel Resort project in Guanacaste, Costa Rica o Quality Suites Hotel in Guatemala City, Guatemala
o Four Seasons Hotel & Resort in Peninsula Papagayo, Costa Rica; Cancun, Mexico; and Emerald Bay, Bahamas o Viceroy in Anguilla o Melia Caribe Hotel & Resort in Dominican Republic o Melia Tropical Hotel & Resort in Dominican Republic
Antitrust United Phosporate Limited (UPL): Representation of United Phosporate Limited (UPL) in its acquisition of DuPont’s Manzate business, including factories in Colombia, triggering one of the first-ever merger clearance filings under Colombia’s merger clearance regime
o Ciboney Villas Resort in Jamaica o Pink Sands Resort in Bahamas o Five Star Luxury Hotel & Resort in Turks & Caicos Islands |
o Aman Resort in Normans Key, Bahamas and Sea of Cortez, Baja, California o Westin Hotel & Resort in St. Thomas o Flamingo Beach Resort in St. Maarten o Royal Palm Beach Resort in St. Maarten o Hyatt Hotel in St. John o Westin Resort in St. Croix
Experience Across Latin America
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Our Offices
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PAUL HASTINGS
north america
europe
asia Beijing 19/F Yintai Center Office Tower 2 Jianguomenwai Avenue Chaoyang District Beijing 100022, PRC Phone: +86.10.8567.5300 Fax: +86.10.8567.5400
Atlanta 1170 Peachtree Street, N.E. Suite 100 Atlanta, GA 30309 Phone: +1.404.815.2400 Fax: +1.404.815.2424
Orange County 695 Town Center Drive Seventeenth Floor Costa Mesa, CA 92626 Phone: +1.714.668.6200 Fax: +1.714.979.1921
Brussels Avenue Louise 480-5B 1050 Brussels Belgium Phone: +32.2.641.7460 Fax: +32.2.641.7461
Chicago 71 S. Wacker Drive Forty-Fifth Floor Chicago, IL 60606 Phone: +1.312.499.6000 Fax: +1.312.499.6100
Palo Alto 1117 S. California Ave. Palo Alto, CA 94304 Phone: +1.650.320.1800 Fax: +1.650.320.1900
Frankfurt Siesmayerstrasse 21 D-60323 Frankfurt am Main Germany Phone: +49.69.907485.0 Fax: +49.69.907485.499
Houston 600 Travis Street Fifty-Eighth Floor Houston, TX 77002 Phone: +1.713.860.7300 Fax: +1.713.353.3100 Los Angeles 515 South Flower Street Twenty-Fifth Floor Los Angeles, CA 90071 Phone: +1.213.683.6000 Fax: +1.213.627.0705 New York 75 East 55th Street First Floor New York, NY 10022 Phone: +1.212.318.6000 Fax: +1.212.319.4090
San Diego 4747 Executive Drive Twelfth Floor San Diego, CA 92121 Phone: +1.858.458.3000 Fax: +1.858.458.3005 San Francisco 55 Second Street Twenty-Fourth Floor San Francisco, CA 94105 Phone: +1.415.856.7000 Fax: +1.415.856.7100 Washington, D.C. 875 15th Street, N.W. Washington, D.C. 20005 Phone: +1.202.551.1700 Fax: +1.202.551.1705
London Ten Bishops Square Eighth Floor London E1 6EG United Kingdom Phone: +44.20.3023.5100 Fax: +44.20.3023.5109 Milan Via Rovello, 1 20121 Milano Italy Phone: +39.02.30414.000 Fax: +39.02.30414.005 Paris 96, boulevard Haussmann 75008 Paris France Phone: +33.1.42.99.04.50 Fax: +33.1.45.63.91.49
Hong Kong 21-22/F Bank of China Tower 1 Garden Road Central Hong Kong Phone: +852.2867.1288 Fax: +852.2526.2119 Seoul 33/F West Tower Mirae Asset Center1 26, Eulji-ro 5-gil, Jung-gu Seoul, 100-210, Korea Phone: +82.2.6321.3800 Fax: +82.2.6321.3900 Shanghai 43/F Jing An Kerry Center Tower II 1539 Nanjing West Road Shanghai 200040, PRC Phone: +86.21.6103.2900 Fax: +86.21.6103.2990 Tokyo Ark Hills Sengokuyama Mori Tower 40th Floor, 1-9-10 Roppongi Minato-ku, Tokyo 106-0032 Japan Phone: +81.3.6229.6100 Fax: +81.3.6229.7100
Paul Hastings LLP I
www.paulhastings.com
Experience Across Latin America
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Paul Hastings LLP I
www.paulhastings.com
