Selected Clients Aeropuertos Argentina 2000 S.A. Complementa Investment-Controlling AG (St. Gallen / Zurich / Munich) The Columbus Fund Limited (BVI) GEF Management / Global Environment Fund / Global Emerging Markets Forestry Fund, L.P. (Washington DC) Heritage Capital (London) / Banque Heritage (Geneva) Heritage Capital Latin America (New York) Merrill Lynch - Principal Investments (New York) Metanor Resources Inc. MOCO Partners LP (Cayman Islands and Lagos, Nigeria) Pennynvest S.A.C. / Pennynvest LLC (Lima and New York) TMG Capital Partners Ltd. (São Paulo) TOTVS S.A. (BOVESPA: TOTS3)(São Paulo)
Xebec Adsorption Inc. (TSX) Approved U.S. Securities Counsel For Canaccord Capital Corporation / Canaccord Adams
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: § 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 with DB Capital Partners Latin America L.P., Artal Invest Ltd., FMO and Westport Capital Investments Ltd. § 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) § Counsel to Citigroup, Mexico in comprehensive internal corporate reorganization, ultimately reducing the number of Mexican subsidiaries from 24 to 12. § Counsel to Tidal Software, Inc. in $105 million dollar acquisition by Cisco Systems, Inc. § Counsel to Balderton Capital Management (UK) LLP in connection with $83.3 million common stock financing of Big Fish Games. § Counsel to Technology Crossover Ventures in its acquisition of a minority interest in TinyPrints, Inc. § Counsel to Technology Crossover Ventures in its secondary purchase of common stock in eharmony.com. § Counsel to Technology Crossover Ventures in three Series A preferred stock financings valued at approximately $100 million each. § Counsel to Accel Partners in $16 million Series B financing of Parature, Inc. § Counsel to Care Capital in $15 million Series A Preferred Stock Financing of Cervelo Pharmaceuticals. § Counsel to InterWest Partners in $22 million Series B Preferred Stock Financing of Satori Pharmaceuticals, Inc. § Counsel to New Enterprise Associates in $28 million Series C Preferred Stock Financing of VertiFlex, Inc. § Counsel to Icera Semiconductor in its acquisition of Sirific Wireless. § Counsel to New Enterprise Associates and Canaan Partners in $30 million Series C Preferred Stock Financing of Viacor, Inc. § Counsel to Northbridge Venture Partners and Sigma Partners in $5 million Series A Preferred Stock Financing of Viximo (f.k.a. Virtual Goods Market). § Counsel to Northbridge Venture Partners and Foundation Capital in $10 million Series B Preferred Stock Financing of SpringCM, Inc. § Counsel to Northbridge Venture Partners and Sigma Partners in $7 million Series A Preferred Stock Financing of Acquia, Inc. § Counsel to Northbridge Venture Partners and Commonwealth Capital Ventures in $6.5 million Series A and $5 million Series B Preferred Stock Financings of MyPerfectGig, Inc. § Counsel to Northbridge Venture Partners in $7 million Series A Preferred Stock Financing of Viridity Software, Inc. § Counsel to Care Capital Investments and Rho Capital in $3.3 million Series A Preferred Stock Financing of NephroGenex, Inc. (first and second closing) § Counsel to Northbridge Venture Partners in bridge loan financing of Umber Systems, Inc. § Counsel to Northbridge Venture Partners in bridge loan financing and bridge loan extension of MC10, Inc. § Counsel to Northbridge Venture Partners in bridge loan financing and bridge loan extension of Entra Pharmaceuticals. § Counsel to investors in $10 million Series C Preferred Stock Financing of Torax Medical Inc. § Counsel to Investor Growth Capital, Inc. in $17 million Series B-1 Financingof Heartscape Technologies, Inc. § Counsel to Spark Capital in $44.4 million Series C financings of Verified Identity Pass, Inc. § Counsel to Paragon Lake, Inc. in $5.8 million Series A Preferred Stock Financing by Highland Capital Partners and Canaan Partners. § Counsel to Amp Capital Partners, LLC in its formation of Amp Capital Partners (Solarec), LLC § Counsel to Balderton Capital Management (UK) LLP in a number of capital call lines of credits in connection with fund formation. § Counsel to Three Arch Partners in connection with various fund formation matters. § Counsel to Simbex LLC in merger and corporate reorganization. § Counsel to Battery Ventures in Series A Preferred Unit Financing of Trading Machines Holdings LLC; represented Trading Machines Holdings in second and third traunch of financing. § Counsel to Cardavance, Inc. in connection with formation and convertible bridge loan financings. § Counsel to CardiAQ Valve Technologies, Inc. in connection with formation and convertible bridge loan financings. § Counsel to public pharmaceutical company in ongoing negotiations surrounding international $100 million License, Development, Supply and Commercialization Agreement. § Counsel to Daylife, Inc. in commercial relationship agreement with Getty Images. § Counsel to Glasshouse Technologies, Inc. in connection with in-bound and out-bound Software License and Development Agreement with Itheon Limited and Technology Investments Limited. § Counsel to Glasshouse Technologies, Inc. in negotiation of Teaming Agreement with Cisco Systems, Inc. § Counsel to Facet Technologies, LLC in negotiations surrounding Supply Agreement with Abbott Diabetes Care Inc. § Counsel to Everyday Solutions, Inc. in negotiation of Master Hardware Reseller Agreement with Mainline Information Systems. § Counsel to Metalogix Software Corporation in negotiations surrounding License and Support agreement with PepsiCo. § Counsel to Metalogix Software Corporation in negotiations surrounding Teaming Agreement with Accenture. § Counsel to Metalogix Software Corporation in negotiations surrounding Support and Maintenance Agreement with Denver Water Department. § Counsel to Metalogix Software Corporation in negotiations surrounding OEM agreement with Syncsort Incorporated. § Counsel to Metalogix Software Corporation in negotiations surrounding OEM Agreement with Nexsan Technologies, Inc. § Counsel to Metalogix Software Corporation in negotiations surrounding Multi-Country Enabling License Agreement with ExxonMobil Global Services Company.
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