Practice/Industry Group Overview
As one of the first international law firms to service client interests in Latin America and the Caribbean, Mayer Brown has a deep understanding of the region and of the way that business needs to be conducted if transactions are to reach a successful conclusion. Over the past decade, we have completed hundreds of transactions in Latin America. Examples of our more recent work can found, organized by service and region, by using the menu at the right of this page.
The lawyers in our Latin America Practice Group understand the legal and political challenges within the local landscapes and have the cultural and linguistic skills to work effectively in the region. Our clients include US and European companies and financial institutions with business interests in the region, as well as a wide range of corporations and financial institutions headquartered in Latin America and the Caribbean.
For clients who require advice on local Brazilian law issues, we work closely with our association firm in Brazil, Tauil & Chequer Advogados (T&C), which has offices in São Paulo and Rio de Janeiro. T&C has an outstanding reputation across a broad range of areas, including corporate, M&A, IP, real estate, tax, project finance and construction. The firm has a particularly strong presence in the energy, oil and gas, and infrastructure markets.
Most members of our Latin America/Caribbean Practice are fluent in Spanish and/or Portuguese.
The Latin America Practice Group at Mayer Brown has consistently and successfully represented clients with interests in this region because we understand how to approach its diversity. In addition to our legal skills, we understand the legal and political challenges within the local landscapes and have the cultural and linguistic skills to work effectively in this context. To illustrate the breadth of our experience, we provide here representative examples of our work by region.
- AEI Energy. We advised AEI Energy and The Williams Companies in the sale of their ownership interests in Accroven SRL, a company providing gas liquids extraction services to PDVSA in Venezuela.
- Banco Davivienda. We advised the arrangers on the $250 million syndicated financing for Banco Davivienda, to finance its acquisition of Granbanco from the Colombian government.
- Banco Pichincha. We represented Standard Bank as solicitation agent in the Consent Solicitation by Banco Pichincha C.A. for $25 million Floating Rate US Treasury-Collateralized Convertible Bonds due 2012. This transaction was a modification of the first collateralized bond offering ever completed in Ecuador.
- Camposol. We represented the arranger on the first major credit granted by a foreign bank to the agro-industry in Peru, in a facility to Camposol.
- Compania Minera Milpo. We represented an international investment bank in connection with its $130 million financing of the acquisition by Compania Minera Milpo—Peru's fourth-largest lead and zinc producer—of a controlling interest in Compania Minera Atacocha, another Peruvian mining company.
- Government of Peru. We advised the arranger and initial purchaser in a $1.2 billion offering of pass-through notes by a special purpose entity supported by future payments by the Government of Peru under obligations relating to construction concessions issued to concessionaires, and purchased by the issuer.
- IIRSA Sur. We represented BNP Paribas as arranger of an approximately $254 million 144A/Reg S offering of three series of Pass-Through Notes by a special purpose entity supported by future payments by the Government of Peru under obligations relating to a construction concession relating to the Tramo 5 segment of IIRSA Sur toll-road project.
- Jorge Chávez International Airport. We advised the underwriter on the $165 million refinancing of the Jorge Chávez International Airport in Lima. This transaction involved revising the existing project finance structure to reflect the takeout of the original lenders with the proceeds from the issuance of global notes. This project was awarded Latin American Infrastructure Bond Deal of the Year 2007 by Project Finance.
- Kappa Energy. We advised Kappa Energy, a leading independent Colombian upstream oil and gas company, in connection with its sale to Pacific Rubiales Energy Corp. for $168 million.
- Peruvian Wastewater Treatment. We advised on the financing of its Huascacocha-Rímac water infrastructure project. This was the first water infrastructure project financing in Peru. This transaction was named Latin American Water Deal of the Year 2010 by Project Finance.
- Phoenix Packaging. We represented Standard Bank in its $85 million multicurrency, multitranche secured financing for Phoenix Packaging Group, the Latin American plastic packaging and food-service disposable products company, with operations in Colombia, Mexico and Venezuela.
- Ronair/Credit Suisse. We represented an international investment bank in a $40 million financing for Ronair N.V., a subsidiary of Avianca, the leading Colombian airline. Proceeds of the loans were used in connection with the purchase by Avianca of Tampa Cargo S.A., a Colombian cargo airline. The financing involved complex tax and corporate issues of Colombian, Dutch, Netherlands Antilles and Panamanian law.
- Bahia Specialty Cellulose. We represented the lead arrangers on a $470 million pre-export financing for the Brazilian pulp maker, Bahia Specialty Cellulose S.A. Trade & Forfaiting Review named the transaction Deal of the Year 2010 for its innovative structure which combined both pre-export financing and project financing features. This transaction was also named Latin Finance Trade Finance Deal of the Year 2011.
- Banco do Brasil S.A. We represented Banco do Brazil S.A. on the first diversified payment rights securitization in Brazil and the first future flow transaction by a Brazilian bank.
- HSBC Brasil, S.A. We advised HSBC Brasil, S.A. (as originator) and HSBC Securities (as initial purchaser) in a $200 million bond offering secured by Dollar-denominated diversified payment rights sold by HSBC Brasil. The offering, which was enhanced by Financial Guaranty Insurance Company, was the first securitization of remittances by HSBC in Latin America.
- Independencia. We represented BTIG as the sole arranger in connection with Independencia’s private placement of $165 million of 15 percent senior secured notes due 2015. The issuance of the 15 percent senior secured notes was the company’s exit financing in connection with its judicial reorganization under Brazilian bankruptcy laws which was named Restructuring Deal of the Year by Latin Lawyer 2010.
- Light S.A. We acted for Light and its selling shareholders on a secondary global offering of 432 million shares. The offering raised R$772 million (US$390 million and was one of the first post-crisis Brazilian equity offerings to close).
- Multiplus S.A. We represented Multiplus S.A., a leading Brazilian loyalty program, in connection with an offering of its shares pursuant to an initial public offering in Brazil and Rule 144A/Regulation S outside Brazil.
- Oil Drill Ships. We advised on the construction and $1.5 billion project financing of two dynamically positioned oil drill ships to be purchased by the sponsor and chartered for operation off the coast of Brazil. The debt financing includes commercial and ECA tranches and is one of the highest value project finance transactions in the Latin American market. This transaction was named Americas Deal of the Year 2009 by Project Finance International and Latin American Bond Deal of the Year 2010 by Project Finance.
- Publicis Groupe. We acted for Publicis Groupe in connection with the acquisition by one of its subsidiaries of a minority stake in Talent Propaganda S.A. and QG Partners Participaçoés S.A. Our association firm in Brazil, Tauil & Chequer Advogados, handled the Brazilian aspects of this transaction.
- Sabesp. We represented Companhia de Saneamento Basico de Estado de São Paulo (Sabesp) in a two part finance package from the IADB: a $100 million loan from the IADB and a $150 loan from a commercial bank syndicate.
- Sadia. We acted as underwriter's counsel for ABN AMRO on a $250 million offering of 6.875% Notes due 2017 by Sadia Overseas Ltd.–Sadia's first international debt offering.
- SK Energy. We represented SK Energy Co., Ltd. in the $2.4 billion sale of its Brazilian upstream oil and gas subsidiary, SK do Brasil Ltda., to Mærsk Olie og Gas A/S. Our association firm, Tauil & Chequer Advogados, handled all Brazilian aspects of the transaction.
- Telemar. We acted as US counsel for Telemar Norte Leste S.A., as issuer, in connection with a $750 million 144A/Reg S senior note offering. The bond issue was the first post-crisis debt issue by a non-state controlled entity and named Best Corporate Bond 2009 by Latin Finance.
- Unigel S.A. We represented the creditor group, in the restructuring of several bilateral pre-export loans into a $238 million pre-export facility for Unigel S.A., a Brazilian conglomerate in the chemical, fertilizer, plastics and packaging sectors.
- ViaQuatro. We acted in connection with the long-term limited recourse financing for the São Paulo Metro Line 4 Project, following the award of a 30-year Public Private Partnership concession by the State of São Paulo. Line 4 will be a principal commuter route that runs southwest to northeast through metropolitan São Paulo, connecting residential neighborhoods to important commercial districts. The Project stands as the first PPP project in Brazil to be financed in the international markets and the financial structure itself is built around an innovative two-phase A/B loan framework from the Inter-American Development Bank.
- Advent International. We represented Bank of Nova Scotia, as global coordinator, joint lead arranger and joint bookrunner on a $350 million syndicated credit facility, the proceeds of which were used by an affiliate of Advent International to part finance its acquisition of Aeropuertos Dominicanos Siglo XXI, S.A. (Aerdodom). This was the first leveraged buyout in the Dominican Republic and was named Latin American Private Equity Deal of the Year at the 2009 Project Finance awards.
- Aliaxis S.A. We represented Aliaxis S.A. in a tender offer for all of the shares of Durman Esquivel, a Costa Rican company with operations in Latin America and the Caribbean.
- Butterfield Bank. We represented the Canadian Imperial Bank of Commerce and The Carlyle Group in the $550 million acquisition of a minority stake in Bermuda-based Butterfield Bank. CIBC and Carlyle each invested $150 million in Butterfield while other institutional investors collectively invested an aggregate of $250 million on similar terms.
- Cervecería Nacional Dominicana. We represented Standard Bank as dealer manager in a $130 million tender offer by Cervecería Nacional Dominicana, C. por A. to purchase its outstanding Senior Notes due 2013 and we represented Standard Bank in financing part of the tender offer through Standard Bank plc’s credit-linked Program. This transaction is notable as it is the first major bond buyback via a tender offer to have taken place in the Dominican Republic. This project was named Corporate Liability Management Deal of the Year 2008 by Latin Finance.
- Grupo Colte. We represented Grupo Colte and Pegaso Television in multiple investments by Grupo Colte, Pegaso Television, TeleCapital Associates, LP and TeleCinco Gestévision S.A. into CaribeVision Holding, Inc. and CaribeVision TV Network LLC, owners and operators of a Spanish-language TV network.
- Hidro Xacbal, S.A. We advised RBTT Merchant Bank, FMO and other lenders in a project financing for Hidro Xacbal, S.A. in its construction of a $227 million 94MW hydroelectric facility in Guatemala. This was the first project financing by RBTT in Central America and the largest hydroelectric project in Guatemala. This project was named Best Power/Energy Deal, 2007 by Latin Finance.
- National Commercial Bank of Jamaica. We advised the arranger and initial purchaser of $100 million of bonds secured by Dollar-denominated payment obligations relating to SWIFT MT 100 payment orders sold by National Commercial Bank of Jamaica Limited. This offering was the first securitization of remittances by a bank in the Caribbean.
- Panama Canal. We are acting as procurement counsel to the Panama Canal Authority (Autoridad del Canal de Panamá or “ACP”) for the planned Panama Canal expansion. This engagement consists of advising the ACP on its RFQ/bidding process, financial and legal aspects of bid contract terms, contract negotiation, and all related construction and project development matters for the $5.25 billion Panama Canal Expansion Program.
- Petroleos Delta SA. We represented Petroleos Delta, an affiliate of Banco General (Panama) that is a leading fuel distributor in Panama, in the acquisition of various gas stations in Panama and Costa Rica owned by Royal Dutch Shell.
- QBE Del Istmo Reinsurance Company. We represented IFC in its investment in QBE Del Istmo Reinsurance Company, Inc., a reinsurance company based in the Republic of Panama.
- Trinidad & Tobago. We represented HSBC in the financing of the construction of a 64Mw dual fuel power plant on the Cove Industrial Estate in Tobago, by Wartsila Power Plants, on behalf of the Trinidad and Tobago Electricity Commission (T&TEC), Global Trade Review's Deal of the Year 2008.
- Aeroinvest S.A. de C.V. We represented Aeroinvest S.A. de C.V. in a three-tranche Euro-Peso debt offering of approximately US$200 million. The 10-year debt issuance was primarily used to refinance the acquisition by Aeroinvest of a majority interest in Grupo Aeroportuario del Centro Norte (GACN), which owns and operates 13 airports in Mexico. The offering was essentially a securitization by Aeroinvest of its expected dividend flow from GACN and was structured to match Aeroinvest’s Peso-denominated dividend flows with Peso-denominated debt service obligations.
- Boleo Mine. We acted for the mandated lead arrangers on the $650 million project financing of a zinc and copper mine in Baja California Sur, Mexico. This transaction was named Latin American Mining Deal of the Year 2010 by Project Finance.
- Breach of contract. We represented three Mexican companies in their defense before the courts for an alleged breach of contract. The international litigation group successfully revoked the $454 million fine.
- Cemex, S.A.B. de C.V. We advised Cemex, S.A.B. de C.V. in negotiating and documenting a $3 billion term loan facility to finance in part its $12.8 billion bid to acquire Rinker Group Limited in Australia. This is the largest hostile offer ever made by a Latin American company for a non-Latin American company.
- Controladora Comercial Mexicana. We represented Barclays Capital in connection with the recent bankruptcy filing in Mexico of Controladora Comercial Mexicana (CCM), arising from CCM's liability under currency exchange derivatives contracts. This transaction was named IFLR Restructuring Deal of the Year 2011 and Latin Finance Restructuring Deal of the Year 2011.
- Corporación Durango, S.A. de C.V. We represented the unsecured bank creditors of Corporación Durango, S.A. de C.V., Mexico's largest pulp/paper company, in its debt restructuring, which was the first "pre-pack" restructuring under Mexico's concurso mercantile law.
- Crediamigo. We represented the arranger and senior lender, with respect to a MXP$620 million (US$50 million) syndicated loan facility to Crediamigo, a Mexican financial corporation. The facility was secured by payroll deduction loans granted by Mexican governmental employees.
- GECC-Mexico. We represented GECC-Mexico and affiliates in the formation of a series of joint ventures, in Juarez, San Luis, Huehuetoca and other cities, with Kimco Realty Trust to own and operate strip malls in Mexico anchored by major grocery/retail chains.
- Grupo Bimbo. We represented George Weston Limited, a Canadian public company, which through its operating subsidiaries is one of North America's largest food processing and distribution groups, in the sale of the United States fresh bread and baked goods business of its subsidiary Dunedin Holdings S.à r.l. to Grupo Bimbo, S.A.B. de C.V. for approximately $2.5 billion. Grupo Bimbo is one of the world’s largest baking companies and is listed on the Mexican Stock Exchange.
- Grupo Cementos de Chihuahua, S.A.B. de C.V. We advised the lender in providing $150 million in bank financing to Grupo Cementos de Chihuahua, S.A.B. de C.V. to finance its acquisition of Mid-Continent Concrete Company in Oklahoma. This acquisition by GCC was an important part of its strategic expansion in the United States.
- Grupo GEO. We advised Prudential Real Estate Investments on a joint venture with Grupo GEO to hold real property to be used for residential development, and on the establishment of a fund, and the sale of interests in the fund, holding the Grupo GEO joint venture interests.
- Grupo Minero México. We represented the unsecured creditors of Grupo Minero México, Mexico's largest mining company, in the restructuring of over $1 billion of GMM debt.
- La Paz. We represented The Prudential Insurance Company of America in connection with a joint venture for the acquisition and development of land in La Paz, Baja California, Mexico for the development of a hotel, golf course and for sale housing, with aggregate acquisition and development costs of approximately $1 billion.
- Mexican retail properties. We advised Equity International Properties, Ltd. in connection with its investment in Mexican Retail Properties, a developer and owner of Mexican retail properties.
- North Baja Pipeline. We represented TransCanada Corporation in the sale of North Baja Pipeline, LLC, an 80-mile natural gas pipeline that extends from southwestern Arizona to the California/Mexico border, to TC PipeLines, LP. The sale included a combination of cash and common units totaling approximately $395 million.
- Nuevo Pemex. We represented Banco Santander and Banco Nacional de Obras y Servicios Públicos in connection with the plan to finance the $700 million, 300 MW Nuevo Pemex cogeneration facility in Tabasco, Mexico being developed by Spanish infrastructure company Abengoa. This facility is the first of a planned series of nine similar cogeneration projects to be developed to provide electricity to Pemex and add more than 3,000 megawatts of additional power generation capacity in Mexico. This transaction was named Latin American Power Deal of the Year 2010 and overall Latin American Deal of the Year 2010 by Project Finance.
- Su Casita. We acted as special US Counsel to the initial purchaser in the first cross-border RMBS securitization for a Mexican originator. The $232,532,000 Class A and Peso 226,501,400 Class B securitization of residential mortgage loans was originated by Su Casita.
- TV Azteca. We successfully defended TV Azteca in an enforcement action brought by the Securities and Exchange Commission alleging federal securities fraud and violations of Sarbanes-Oxley. The case was settled, and TV Azteca was not required to pay any damages to the SEC. Also represented TV Azteca in the related internal investigation. Finally, we successfully defended TV Azteca in the parallel securities shareholder class action in the Southern District of New York.
- ACS. We represented the lender in connection with a €250 million financing for the acquisition by Sandgate and Infraestructuras Americanas (funds managed by Banco Santander) of part of the interest of Actividades de Construcción y Servicios (ACS) in Rutas del Pacífico and Autopista Central, two Chilean transport companies which have been granted infrastructure concessions by the Chilean government.
- Aeropuertos Argentina 2000. We represented the underwriters in a $300 million bond offering for Aeropuertos Argentina 2000, which will finance construction works at Argentina’s main international airport. This transaction was named Latin Finance Best Structured Financing 2011.
- Alumbrera mine. We acted in connection with the refinancing of indebtedness relating to Northern Orion’s acquisition of an interest in the Bajo de la Alumbrera gold/copper mine in Argentina.
- Banco de Galicia y Buenos Aires. We represented the unsecured lenders to Banco de Galicia y Buenos Aires, Argentina's largest private bank, in the restructuring of approximately $1.5 billion of debt of Banco Galicia.
- Caldera power plant. We represented a US developer in the proposed development of a 165MW thermoelectric power plant in northern Chile in a joint venture with a Chilean electricity distribution company.
- Central Puerto, S.A. We acted in connection with the successful restructuring of the approximately $320 million senior secured debt of Central Puerto, S.A., an Argentine electricity producer. Central Puerto is the largest electricity generating company in Buenos Aires and this transaction was one of the only successful restructurings of electricity generator debt following the Argentine fiscal crisis and subsequent material changes in the regulatory scheme applicable to electrical power generation and distribution in Argentina.
- Compañía Minera del Pacífico. We acted in connection with the $523 million merger of Compañía Minera Huasco S.A., owner of the Los Colorados Mine, with and into Compañía Minera del Pacífico (CMP), and a follow-on $401 million equity capital contribution to CMP by MCI, a subsidiary of Mitsubishi Corporation. CMP is the largest iron miner in Chile.
- Empresas Iansa, S.A. We represented the underwriter in a $100 million high-yield bond offering by Iansa Overseas Limited, guaranteed by Empresas Iansa, S.A.
- GPU Empresa Distribuidora Eléctrica Regional, S.A. We advised a group of US and Argentine private equity investors in their sale of GPU Empresa Distribuidora Eléctrica Regional, S.A. (which consists of five electricity distribution companies in the north of Argentina) to a group of investors led by an international investment bank.
- Minera Escondida. We acted in connection with a joint venture owned by Mitsubishi Corporation, Nippon Mining & Metals Co., Ltd. and Mitsubishi Materials Corporation, in the purchase of International Finance Corporation's 2.5% interest in Minera Escondida Limitada, the largest copper mine in the world. The other shareholders in the Chilean Escondida project are BHP Billiton and Rio Tinto.
- Pan American Energy LLC, Argentine Branch. We represented the arranger, in the establishment of a $1 billion Global Medium Term Note Program for Pan American Energy LLC, Argentine Branch.
- San Gregorio Project Uruguay. We represented a syndicate of lenders in connection with a $25 million (or the gold equivalent thereof) secured project financing for the development of the San Gregorio gold mine owned by Rea Gold Corporation.