Selected Transactional Experience of the Team
Our firm has a deep bench of versatile corporate lawyers with experience in many transactions. Below are just some of the transactions in which our team members have acted as counsel:
§ Advise various offshore fund managers regarding compliance with emerging SEC regulations under the Dodd-Frank Financial Reform Act. § Coordinate compliance by various offshore funds, fund advisers and broker-dealers with Securities and Investment Business Act, 2010 of the British Virgin Islands (BVI). § U.S. counsel to Heritage Capital Latin America, an investment banking affiliate of Banque Heritage, Geneva, on various investment banking, advisory, placement and restructuring engagements as well as U.S. broker-dealer regulatory matters. § U.S. counsel to Xebec Adsorption Inc., a TSX-V listed Quebec company, in a private placement in the United States of its units, dated December 2009. § U.S. counsel to Metanor Resources Inc., a TSX-V listed Quebec company, in a private placement in the United States of its units, dated April 2009. § Counsel to general partner of a private equity fund in a secondary private equity sale by one of its institutional limited partners to a major secondary private equity fund in connection with a team spin-out (undisclosed). § Counsel to Banque Heritage in connection with structuring Latin American investment banking operations (team spin-out from major investment bank). § Representation of TMG Capital Partners Ltd. in the structuring and formation of its US $100,000,000 Brazilian Private Equity Pledge Fund. § Counsel to GEF Management / Global Emerging Markets Forestry Fund, L.P. in negotiating and structuring a proposed sustainable timber private equity investment in an emerging market country. § Counsel to major financial investor as prospective MBO sponsor/investor in a proposed spin-off of a division of a NYSE-listed media company (undisclosed). § Counsel to an institutional lender in a secured export loan to the U.S. subsidiary of an Argentine manufacturer. The loan was backed by accounts receivable of a major U.S. customer and supported with credit insurance provided by Euler Hermes. § Representation of a major private investor in the renegotiation and restructuring of $400,000,000 in principal amount of Leveraged Structured Notes Linked to various emerging market sovereign issuers sponsored by a major U.S. investment bank. § Representation of major South American television network and Cayman Islands subsidiary as Guarantor and Issuer, respectively, of $200,000,000 a Euro-Commercial Paper Program. § Advising a major infrastructure group on a potential buyout of a stake in a South American infrastructure joint venture (undisclosed). § Advising a U.S. proprietary trading firm on structuring its operations as a hedge fund. § Advising a New York Stock Exchange-listed company on Latin American legal aspects of its acquisition of a U.S. target with operations in Mexico, Brazil and Costa Rica. § Assisting a portfolio company of Blackstone Capital Partners III, L.P. on the proposed sale of its Hispanic division to another private equity fund. § Advising Corporación América Sudamericana S.A. in its acquisition of a stake in Aeropuertos Argentina 2000, S.A. from Covanta Energy Corporation. § Advising a U.S. buyout firm on a bid for the Mexican assets of a division of a Fortune 200 consumer products company in an auction managed by Lazard Frères. § Advising the controlling shareholder of Aeropuertos Argentina 2000 S.A. in its acquisition of a beneficial stake in the company from Ogden Corporation (Covanta Energy Corporation). § Advising the controlling shareholders of a major Latin American agricultural commodity firm in a private shareholder consent solicitation in connection with a proposed management buyout. § Advising an Argentine management group in the buyout of Argentine oil-drilling operations from a major U.S. natural resources company. § Advising a Colombian agro-industrial group in the acquisition of a Venezuelan feed plant operation. § Advising Argentine sellers in the spin-off of a courier business to United Kingdom interests. § Advising a Spanish paper mill on its activities in the United States including organization of a U.S. subsidiary. § Preparing various commercial agreements for a Spanish paper mill. § Advising a Spanish textile mill on the restructuring of its minority interest in a U.S. distribution joint venture. § Forming the U.S. affiliate of a Peruvian investment advisory firm. § Advising a BVI fund-of-funds in its delisting from the Irish Stock Exchange and updating its Information Memorandum. § Advising the sponsor of a BVI private fund on U.S. securities law aspects of a private offering shares to U.S. investors. § Advising a BVI fund on the creation of a new class of shares using the BVI’s new segregated portfolio company law. § Advising an offshore fund-of-funds on U.S. securities law restrictions on investments in other investment companies and publicly traded companies under Rule 12(d)(1) of the U.S. Investment Company Act and Rule 13(d) of the U.S. Securities and Exchange Act. § Representation of sponsor in a consent solicitation, amendment and offering of a second series of limited partnership interests of a limited partnership to make a venture capital investment in an Internet company led by Softbank Latin America Ventures, L.P. § Representation of Aconcagua Capital Group, LLC in the formation and offering of interests in various Delaware limited liability companies formed to make a venture capital investments. § Representation of Artium Capital Partners, LLC in the formation and offering of a venture capital limited partnership. § Representation of the principal in a proposed green coffee exporting joint venture with an affiliate of a major commodities trading house. § Preparation of multiple Financial Advisory Agreements, NDA’s and memoranda of understanding between a Latin American M&A advisory boutique and various bulge-bracket investment banks. § U.S. counsel to BMO Nesbitt Burns Inc. and several other underwriters in the Cdn. $78 million short form public offering in Canada and private placement in the United States of common shares of MEGA Brands Inc., a TSX listed Quebec based corporation, dated July 2007. § U.S. counsel to Metanor Resources Inc., a TSX-V listed Quebec company, in the short form public offering in Canada and private placement in the United States of its units, dated July 2007. § Counsel to Silanis International Limited, a Jersey based company with most of its assets and operations in Canada, in the £10 million offering and listing of its ordinary shares on the Alternative Investment Market of the London Stock Exchange, dated June 2007. § U.S. counsel to Brasil Telecom S.A., a leading Brazilian fixed-line telecommunications company, in the preparation of its Registration Statement pursuant to Section 12(b) of the Securities and Exchange Act of 1934 under Form 20-F, and the listing of ADRs representing their Preferred Shares on the New York Stock Exchange, dated November 16, 2001. § U.S. counsel to Maxcom Telecomunicaciones, S.A. de C.V., a Mexican local telephony company, in its Reg. S/Rule 144A offering of Units with registration and exchange rights, each Unit consisting of 13.75% Senior Notes and Warrants to purchase Series N Shares, dated March 17, 2000 (Maxcom was named as one of the top Latin American issues in 2000 by Latin Finance magazine). § U.S. counsel to Merrill Lynch & Co., in registered rights offering of 77,269,866 Shares or GDRs, (U.S.$ 16,868,052), and registered offering of 519,017 GDRs (U.S.$ 234,259,012) of IRSA Inversiones y Representaciones, S.A., a leading Argentine real estate company, dated December 19, 1997. § U.S. counsel to Buffalo International Inc a Canadian apparel manufacturer in connection with its sale to the Tarrant Apparel Group a California apparel manufacturer, dated November 2006. § Counsel to Mari’s Foods Inc. a Montreal based vinaigrette manufacturer, in connection with the sale of its sushi operations to Bento Nouveau Ltd. an Ontario based sushi manufacturer, dated November 2006. § U.S. counsel to ABN AMRO in the attempted sale of its Mexican broker-dealer subsidiary ABN AMRO Securities (Mexico), S.A. de C.V., Casa de Bolsa to UBS, dated May 2002. § U.S. counsel to The Prudential Life Insurance Company of America, a mutual insurance company domiciled in New Jersey, in a U.S. $ 6 million capital contribution to Prudential Apolo, Operadora de Sociedades de Inversión, S.A. de C.V., a joint venture organized to own and operate investment companies in Mexico, dated May 24, 2001. § U.S. counsel to Constructora Norberto Odebrecht S.A. ("Odebrecht"), a leading Brazilian construction company, in the amendment of (i) the U.S.$ 384 million Credit Facility among the Republic of Venezuela, Banco do Brasil and Brasilian American Merchant Bank, and (ii) the Construction Contract between the Corporación Venezolana de Guyana a semi-autonomous entity of the Republic of Venezuela and Odebrecht, for the construction of a bridge over the Orinoco River, dated July 2002. (This deal was named Trade Finance Deal of the Year in 2002 by Latin Finance magazine). § Represented a Brazilian ethanol firm seeking financing from the Inter-American Development Bank and other participating lenders to finance three sugar cane ethanol mills. § Represented a large Indonesian company seeking to restructure its debt and commercial obligations to account for new developments in the industry. § Represented Goldman Sachs in the financing of a 620 MW combined cycle electricity plant owned by Kleen Energy Systems, LLC. § Advised a Mexican company regarding its compliance with the indentures and other documents governing the company’s outstanding first and second priority senior secured notes. § Drafted a credit agreement between a litigation trust holding the commercial tort claims of a Chapter 11 debtor in possession and certain members of the trust who sought to finance the prosecution of those claims. § Represented a private equity firm in connection with the bank financing of an acquisition. § Jointly represented a major investment bank and a start-up ethanol company in connection with a private placement of the company’s stock. Drafted the private placement memorandum and supplementary disclosures. § Represented a joint venture between a Brazilian and an English company seeking to form a fund to invest in Brazilian sugar and ethanol plants. Advised the client regarding an offering memorandum drafted in connection with the sale of interests in the fund. § Assisted a Mexican satellite company in the preparation of SEC Form 20 F. § Negotiated the settlement of a preference action by a bankrupt hospital against a client. § Defended a bankrupt international chemical company in an arbitration proceeding against a proof of claim by a steam and electricity vendor. § Represented a U.S. company seeking to acquire a Canadian apparel distributor. § Represented an international construction company in the acquisition of a family-owned business in the same industry. § Represented a Chapter 11 debtor pursuing a Section 362 sale of a chemical business with assets located throughout the world. § Advised a private equity fund bidding on 100% of the non-U.S. assets of a bankrupt multinational energy firm. REV 12-05-2010 |
