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 Hispanic venture capital syndicate in the formation and offering of interests in various Delaware limited liability companies formed to make a venture capital investments.
- Representation of Latin American venture capital syndicate 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.