advice without borders. - linklaterscontent.linklaters.com/pdfs/mkt/saopaulo/a17297594.pdf · hsbc...
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Linklaters’ lawyers have practiced in Latin America for over twenty years and Linklaters was among the first international firms to open an office in Brazil in 1997. Our clients require three qualities in their counsel: an ability to advise on New York and English law, hands-on experience in the Latin American jurisdictions where their deals take place, and a team that can handle their diverse product needs. Our team offers the trifecta.
On the ground across Latin America
Advice without borders.
“ There is a true sense of partnership when dealing with Linklaters. It looks beyond the immediate concerns and focuses on how to accommodate changing needs and enhance the value provided to the client.”
Chambers Latin America 2014, Capital Markets
“ We hire Linklaters not only because it has a long experience in this type of deal, but also because it has a deep knowledge of the Latin American scenario.”
Latin Lawyer 250 2013
Global M&A Deal of the Year: BrazilUnitedHealthcare Group’s acquisition of AmilAmerican Lawyer Global Legal Awards 2013
Equity Deal of the YearBTG Pactual IPOIFLR Americas Awards 2013
Latin American Bond Deal of the YearSBM Baleia Azul – Private placement financing of a FPSO to Petróleo BrasileiroProject Finance International 2012
Best Private Equity DealStake Acquisition in Banco BTG PactualLatin Finance Deals of the Year 2011
Latin American Downstream Oil and Gas Deal of the YearEcopetrol and Refineria de Cartagena – Cartagena Refinery ECA FinancingProject Finance Deals of the Year 2011
Banking and restructuring
Our banking team includes many of the leading banking/finance and restructuring lawyers in the world and has extensive experience in Latin American banking matters. We have a proven track record in Latin America advising arranging banks and lenders, as well as credit enhancers and borrowers, across a wide range of industries.
Our experience includes advising:
> Marfrig Group on a US$120m senior secured export prepayment facility arranged and provided by Deutsche Bank
> Banco Rabobank International Brazil, as lead arranger, on a US$203m export prepayment facility to Caramuru Alimentos
> Barclays Natural Resource Investments on a US$40m secured credit facility to its portfolio company Compañia Minera Condestable
> Intesa Sanpaolo on a US$65m discounting of oil and gas receivables owned by a Mexican company
> Ecopetrol in connection with a US$427m long term guarantee facility and a US$420m credit guarantee facility, both guaranteed by Ex-Im Bank
> Nextel Telecomunicações on the US$500m trade financing with China Development Bank Corporation, US$250m which was supported by Sinosure
> Sumitomo Mitsui Banking Corporation, HSBC Bank USA, and JP Morgan Chase Bank, as agent and lenders, on the US$249m bridge loan to Braskem
> Industrial and Commercial Bank of China Limited (ICBC) on the US$1.5bn financing to PDVSA, the Venezuelan national oil company, backed by oil export to China Oil from PDVSA and its on-sale to China Oil
> Giant Cement Holding on the term loan facility, equity injection and EBITDA participation totalling US$475m. The proceeds of the financing were used to refinance existing debt
> Bangkok Bank Public Company Limited on the US$350m credit facility to Indorama Ventures Public Company Limited and its subsidiaries to finance the acquisition of the polyester manufacturing facilities of INVISTA B.V. (a wholly-owned subsidiary of Koch Industries, Inc.) in Queretaro, Mexico and Spartanburg, South Carolina
> Banco Itaú on the two parallel syndicated term loan facilities totalling US$65m for Chilean retailer Empresas Hites, as well as documentation of the related intercreditor arrangements between these two facilities and a parallel Chilean law facility
> Dleif Drilling (Schahin Group) on the US$692m bridge loan for the purchase of the drillship Sertão from Samsung Heavy Industries
> Citibank N.A. on the US$135m receivables purchase facility with an affiliate of Odebrecht, as the seller of receivables from the Government of Panama in connection with infrastructure projects in Panama
> Vetra Exploración y Producción Colombia SAS on the US$100m credit facility guaranteed by Vetra Southeast
Capital markets
Our lawyers based in New York, São Paulo, London, Madrid and Lisbon regularly advise clients on a variety of finance transactions in many Latin American countries, including Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, Mexico, Peru, Uruguay and Venezuela.
Our capital markets team has been at the forefront of ground-breaking securities transactions in Latin America and Iberia, including advising:
> Falabella on an offering of US$500m 3.75% notes due 2023 and Ch$94.6bn 6.50% notes due 2023
> approximately twenty institutional investors, as purchasers, on the US$500m private placement of a project bond for SBM Baleia Azul S.à r.l., the issuer, to fund the refurbishment of an FPSO chartered to Petrobras
> Marfrig Alimentos on a public offering of 115,000,000 common shares in the aggregate amount of R$924m
> Deutsche Bank and Goldman Sachs on a US$500m 6.75% notes issue due 2023 by Corp Group Banking from Chile
> the selling shareholders in connection with the initial public offering of BTG Pactual
> Marfrig Group on a US$400m 11.25% senior notes issue due 2021 and on a US$600m 9.875% notes offering due 2017
> Banco Santander Brasil on a CLF 932,800 notes offering through a private placement pursuant to its US$10bn global MTN program
> BTG Pactual, Credit Suisse, HSBC, Morgan Stanley and BES Investimento on the primary public offering by Minerva of 37,500,000 common shares with no par value and a secondary offering of an additional 7,500,000 common shares, formerly owned by controlling shareholder VDQ Holdings, an investment vehicle owned by the Vilela de Queiroz family
> BNP Paribas, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Santander Investment Securities and Standard Chartered Bank on a US$800m notes offering under Santander (Brasil)’s US$10bn global MTN program
> The City of Buenos Aires to update its US$1.4bn MTN program and counsel to Puente Hnos. Sociedad de Bolsa, acting as initial purchasers of US$85m notes offering pursuant to the program
> Banco do Brasil on the update of its US$5bn global MTN program and US$1bn notes offering. US$450m offering of second tranches of notes, pursuant to its global MTN program
> Schahin Group on the US$750m issuance of project bonds to refinance the SC Sertão drillship
> Barclays, Citi, BTG Pactual and local dealers Banco Macro and Puente on the US$415m notes offering for the City of Buenos Aires
“ [Linklaters’ Latin American M&A team] has a prominent presence in big-ticket M&A — one rival describes the firm as an ‘M&A powerhouse’.”
Chambers Latin America 2011
> Telvent GIT, an affiliate of Abengoa and a global IT solutions and business services provider, on the US$200m convertible bond, which was the first issue by a Spanish company of a U.S.-style convertible instrument
Corporate/M&A
We provide M&A and corporate law advice to prominent Latin American corporations, financial institutions and investors across all industries. The team counsels many of the firm’s clients on in-bound investments and U.S. aspects of other multi-jurisdictional deals, as well as on out-bound cross-border M&A transactions. We adeptly transition among banking, capital markets and infrastructure financial products while bringing strong M&A capabilities and knowledge of the local markets.
Our experience includes advising:
> Citibank and its affiliates on the R$2.767bn (US$1.38bn) sale of Banco Citicard and Citifinancial Promotora de Negócios e Cobrança Ltda. to Itaú Unibanco Holding
> Temasek on its US$50m investment in Amyris
> Falabella on its US$189m acquisition, through its subsidiary Sodimac, of a majority stake in Construdecor, which operates Brazilian home improvement company Dicico
> Celfin Capital on its merger with BTG Pactual
> Bolsa y Renta on the acquisition of its entire business by Banco BTG Pactual
> HSBC on the sale of its Central American assets (Costa Rica, El Salvador and Honduras) to Colombia’s Banco Davivienda, its South American assets (Colombia, Peru, Paraguay and Uruguay) to Colombia’s Banco GNB Sudameris and its bank in Panama to Bancolombia
> Petrobras on the potential acquisition of a minority interest in a listed European energy company
> Accor on the acquisition of Grupo Posadas’ hotels in South America, for US$275m. The transaction includes hotels located in key cities such as São Paulo, Rio de Janeiro, Buenos Aires and Santiago, among others
> Amil Participações on its US$4.9bn investment agreement with UnitedHealthcare Group Inc.
> a consortium of sovereign wealth and private equity investors on the US$1.8bn acquisition of an approximate 18.65% stake in Banco BTG Pactual
> Lloyds Banking Group on the proposed sale of a retail branch that is regulated and authorized by the Central Bank of Uruguay, together with all associated contracts, assets, property, employees and systems in Uruguay
> Industrial and Commercial Bank of China Limited (ICBC) on the acquisition of 80% of Standard Bank of Argentina
> Banco Santander on the US$115bn sale of Aguas Nuevas, the third largest water utility group in Chile to Marubeni Corporation and Innovation Network Corporation of Japan
Project finance
Our team is known for providing innovative commercial solutions backed by in-depth sector knowledge. We represent lenders and sponsors aross the spectrum of energy and infrastructure projects of all kinds, having advised on many of the most significant transactions in Latin America. The team has worked, and is familiar, with the requirements of financing institutions active in Latin America, in particular, IFC, CAF, IDB, BNDES, OPIC, U.S. Eximbank and SACE.
Our experience includes advising:
> the borrower and project sponsors on the US$1.1bn financing of the GNL Quintero project, the first LNG receiving terminal to be built in South America. This transaction was awarded Latin America Oil & Gas Deal of the Year 2008 by Project Finance Magazine and Oil & Gas Deal of the Year 2008 (Americas) by Project Finance International
> Schahin Group on the financing of the construction and purchase of an ultra-deep water Cerrado Drillship financing from Samsung Heavy Industries Co., Ltd. with total project costs of approximately US$866m
> Itaú BBA on the financing of the construction and implementation of a thermal power plant in the northeast of Brazil
> Ecopetrol/Reficar on the US$3.5bn multi-tranche ECA project financing of the Cartagena refinery upgrade project in Cartagena, Colombia
> Korea Electric Power Corporation (KEPCO) and Samsung C&T Corporation with Mexico’s Techint on the bidding, structuring, developing and financing of the Norte II 376+ MW CCGT power plant in Mexico. Named 2011 Latin American Power Deal of the Year by Project Finance Magazine
> ETH Bioenergia on the US$3.8bn merger with Brenco, making the company the global leader in bioenergy
> Braskem and Idesa on their bid for the first private ethylene-based petrochemical complex in Mexico and advising the consortium on negotiating the feedstock supply agreement with PEMEX
“ Linklaters LLP combines its global and regional expertise in banking, capital markets and infrastructure to provide a compelling offering to clients that are based in or have a strong connection to Latin America.”
Legal 500 Latin America 2013, Banking and finance
“ This magic circle heavyweight remains very active in Latin America.”
Chambers Latin America 2014, Corporate/M&A
Key contacts
Charles JacobsPartner, LondonTel: +44 20 7456 [email protected]
Caird Forbes-CockellPartner, New YorkTel: +1 212 903 [email protected]
Michael BassettPartner, New YorkTel: +1 212 903 9114 [email protected]
Andrew JonesPartner, LondonTel: +44 20 7456 [email protected]
Jeffrey CohenPartner, New YorkTel: +1 212 903 [email protected]
Aedamar ComiskeyPartner, LondonTel: +44 20 7456 [email protected]
Matthew HagopianPartner, New York and LondonTel: +44 20 7456 3337 [email protected]
Pedro Siza VieiraPartner, LisbonTel: +351 21 864 00 [email protected]
António SoaresPartner, LisbonTel: +351 21 864 00 [email protected]
Iñigo BerricanoPartner, MadridTel: +34 91 399 [email protected]
Pedro De RojasPartner, MadridTel: +34 91 399 [email protected]
Thomas NgPartner, BeijingTel: +86 10 6535 [email protected]
Sabrena SilverPartner, New YorkTel: +1 212 903 [email protected]
Conrado TenagliaPartner, New YorkTel: +1 212 903 9010 [email protected]
Alberto LuzárragaPartner, São PauloTel: +55 11 3074 [email protected]
Jonathan KellnerCounsel, São PauloTel: +55 11 3074 [email protected]
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Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. The term partner in relation to Linklaters LLP is used to refer to a member of the LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP and of the non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.
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