Latin America

Unmatched strength in complex, cross-border matters and truly local insight gained through our longstanding presence in, and deep bench of experienced lawyers dedicated to, the Latin America.

São Paulo Metro Line 6 project financing
Representation of the senior lenders, including multilateral lenders, development finance institutions and a syndicate of commercial banks, BNDES (Brazil's national development bank) in the project financing of the approximately US$3 billion São Paulo Metro Line 6 in Brazil. This is the first-ever limited recourse financing of an infrastructure PPP project in Brazil by BNDES and is currently the largest PPP project under construction in Latin America. This transaction was awarded "Americas Transport Deal of the Year" by PFI 2022, PPP Deal of the Year by Proximo Awards, and "Transport Deal of the Year" by IJGlobal.

QuintoAndar Acquisition
Representation of QuintoAndar, Ltd., a proptech unicorn startup company that has developed a real estate marketplace focused on rentals and sales, in its acquisition of Navent Group's real estate portals and operations in Argentina, Brazil, Chile, Ecuador, Mexico, Panama, Peru and Venezuela. This transaction has been recognized as "M&A Private Deal of the Year" by Latin Lawyer.

Rutas 2 y 7 Project in Paraguay
Representation of Rutas del Este, the leading Paraguay-based construction company, Sacyr Concesiones, the leading Spain-based global developer of large-scale infrastructure project, and Ocho A, the leading Paraguay-based construction company. We advised these three clients on a novel financing, the proceeds of which will be used to complete the national routes 2 and 7 road project in Paraguay. We also advised the sponsors on the original financing for the project that closed in 2019. The original financing was the largest private investment in the history of Paraguay to date and Paraguay's first public-private partnership (PPP). This matter won "Infrastructure Financing of the Year" by LatinFinance and "Latin America PPP Deal of the Year" by Proximo Awards.

USPP for PMGD projects in Chile
Representation of the purchasers and the lender in connection with the US$290,000,000 purchase and sale of notes issued by Matrix Renewables Chile SpA, the proceeds of which will be used to finance a 328 MW portfolio of PMGD projects in Chile. The notes were issued in the form of a private placement. BNP Paribas acted as placement agent and lender for the transaction.

New Juazeiro solar project in Brazil
Representation of Atlas Renewable Energy, as sponsor, and certain of its affiliates, as borrower and guarantors, in connection with a breakthrough transaction for the development and limited recourse financing of the 187 MWp New Juazeiro solar power project (also known as "Jacaranda"). The plant is to be built in the state of Bahia, Brazil and is expected to generate 440 GWh per year.

The financing, provided by IDB Invest and DNB Bank ASA, is the first of its kind in that it is the first solar project in Brazil being financed exclusively in US dollars. The plant will provide clean energy to a Brazilian subsidiary of Dow Inc. under a 15-year power purchase agreement. This transaction has been recognized as "Latin American Solar Deal of the Year" by Proximo Awards.

AMP Capital joint venture with Enel X in Chile
Representation of AMP Capital and its joint venture with Enel X in connection with the long-term financing for the acquisition of 433 electric buses and related charging infrastructure that are being used for the provision of public transportation services in Santiago, Chile. This transaction has been recognized as "Latin America Transport Deal of the Year" by IJGlobal and "Latin America Emerging Energy Deal of the Year" by Proximo Awards.

Aeroméxico restructuring
Representation of Aeroméxico in connection with the restructuring of their aircraft fleet during the airline's Chapter 11 case in New York, including renegotiation of Aeroméxico's existing leases (to the extent Aeroméxico assumed such leases) and financing facilities, as well as various maintenance and other agreements that Aeroméxico uses to operate or maintain its fleet of aircraft.

Restructuring of Argentina's external debt
Representation of the Ad Hoc Argentine Bondholder Group, the largest group of the Republic of Argentina bondholders, in the successful restructuring of approximately US$64 billion of the country's external debt. The Group comprised major institutional investors who collectively held in excess of US$17 billion of Argentina's bonds. This transaction has been recognized as "Restructuring Deal of the Year" by Latin Lawyer.

Financing of new international Quito airport
Representation of Corporación Quiport S.A. in connection with a long-term concession to operate the existing Mariscal Sucre International Airport in Quito, Ecuador and to undertake the turnkey development of a new international airport. We advised on the subsequent renegotiation of the economic terms of the concession following the Constitutional Court's declaration that airport tariffs were public funds and in the face of Ecuador's denunciation of the ICSIC Convention. Subsequently, we represented Quiport in connection with the two-step refinancing of the original project finance debt, through a hybrid project bond and LPN structure in a highly regulated industry. The proceeds of the US$400 million offering were used to refinance the existing senior secured credit facility for the development, construction and operation of the new Mariscal Sucre International Airport in Quito, Ecuador. The transaction marks a significant moment for the country in the international capital markets as Quiport became the first Ecuadorian Non-Sovereign (or Quasi-Sovereign) Issuer in over 20 years. The transaction was named "Latin American Airport Finance Deal of the Year" by both Airfinance Journal and International Finance Legal Review, and "Latin American Transport Deal of the Year" by Project Finance.

Electrobras Notes Offering
Representation of the initial purchasers in relation to the issuance in aggregate of US$1.25 billion unsecured notes by Centrais Elétricas Brasileiras S.A. - Eletrobras, the biggest power utility company within Latin America, and on a related tender offer.

First democratization process in Colombia with an international tranche structured through a direct share offering through the Bolsa de Valores de Colombia
Representation of the international placement agents in an offering of common shares of Grupo Energía Bogotá S.A. ESP by the District Capital of Bogotá, its controlling shareholder, through the BVC (Colombian Stock Exchange). The District Capital of Bogotá offered common shares in a global offering, which included an international offering pursuant to Rule 144A/Regulation S through which non-Colombian investors could bid to participate in the global offering.

Commercial arbitration in connection with hydroelectric plant in Guatemala
Representation of Grupo Terra in a commercial arbitration brought by OHL, in connection with complex geotechnical, delay and damages issues in the construction of a hydroelectric plant in Guatemala. An ICC tribunal denied OHL's monetary claims in its entirety and instead awarded to Grupo Terra 100% of its counterclaims, 100% of its damages and 100% of its costs.

Deep regional expertise in key industries

Energy and Energy Transition

Los Llanos solar plants in Colombia
Representation of IDB Invest, the leading US-headquartered international organization which supports Latin American and Caribbean economic development, social development and regional integration by lending to governments and government agencies and Bancolombia, the leading Colombia-based financial institution. We advised these clients on a senior secured and subordinated financing, the proceeds of which were used to finance the Bosques Solares de Los Llanos portfolio of solar photovoltaic plants located in Colombia. This financing is ground-breaking, as it represents the first non-recourse financing and first long-term financing for solar PV or wind assets in Colombia. The transaction was recognized as "Latin America Solar Deal of the Year" by Proximo Awards.

Senior Secured Acquisition Financing of Colbún Transmisión in Chile
Representation of Alfa Desarrollo, a consortium controlled by APG Energy and Infra Investments and Celeo Redes, as borrower and issuer, in the structuring and closing of the senior secured financing for the acquisition of Colbún Transmisión, by Alfa. The transaction value is circa US$1.3 billion. The acquisition included the transfer of ownership of circa 899 kilometers of transmission lines and 27 substations owned and operated by Colbún Transmisión, in the Chilean Sistema Eléctrico Nacional (National Electric System), representing circa 5 per cent of the total transmission market in Chile. Our team worked on all aspects of the financing including the issuance of 4.55 per cent senior secured notes due 2051, issued pursuant to Rule 144A and Regulation S under the US Securities Act, and a senior secured letter of credit facility. The transaction has been recognized as "Americas Transmission Deal of the Year" by PFI Awards.

Acquisition and Financing of Gasmar in Chile
Representation of Arroyo Energy Investment Partners, the leading US-based global investment management services firm, in the acquisition by its investment vehicle Inversiones Arco 4 of the equity interests of Gasmar from Empresas Gasco and Abastible, a wholly owned subsidiary of Empresas Copec, and the financing of the acquisition. Gasmar owns and operates one of the largest LPG terminals on the Pacific Coast of South America.

Cabo Leones and San Pedro project financings in Chile
Representation of The Bank of Nova Scotia, KfW IPEX-Bank, ING Capital, MUFG Bank, Sumitomo Mitsui Banking Corporation and Instituto de Crédito Oficial, as lenders, issuing banks and mandated lead arrangers, and MUFG Bank, as administrative agent and intercreditor agent, in connection with the financing of two renewable power projects in Chile. The financings consisted of a US$217 million non-recourse first/second-lien project financing for Cabo II, a 235 MW wind farm owned and operated by Ibereólica Cabo Leones II located in Atacama, Chile and a US$103.2 million non-recourse project financing for San Pedro, a 101 MWp solar photovoltaic power plant, owned and operated by GPG Solar Chile 2017 and located in Antofagasta, Chile.

Javiera and Sol del Desierto private placement in Chile
Representation of Atlas Renewable Energy, as sponsor, in connection with a planned US$253 million issuance of notes in the form of a US private placement. The innovative transaction will be the largest solar PV green private placement in Latin America to date. DNB Markets acted as sole lead placement agent. The proceeds of the notes are expected to be used to (i) develop and construct a 244 MWp solar project, and (ii) to refinance an existing 70 MWp solar project, both of which are located in Chile. This transaction was recognized as "Latin American Renewables Deal of the Year" by IJGlobal.

Sempra Energy sales in Peru and Chile
Representation of Sempra Energy on its US$3.59 billion sale of Peruvian businesses, including its 83.6% in Luz Del Sur to China Yangtze Power International (Hongkong) Co., Limited. and on its US$2.23 billion sale of Chilean businesses, including its 100% stake in Chilquinta Energía S.A., to State Grid International Development Limited (SGID). The transactions were named "Overseas M&A, Belt & Road, Power Industry" and "Overseas Deal, M&A, Energy deals of the year" by China Business Law Journal, respectively.

Invenergy and Energía del Pacifico project financing in El Salvador
Representation of Invenergy and Energía del Pacifico, Ltda. de C.V., as sponsor and borrower respectively, in the development and financing of a 378 MW power plant in El Salvador and its related infrastructure, including a floating storage and regasification unit (FSRU) permanently moored through a modified spread mooring system for liquefied natural gas (LNG) delivery, storage and regasification, as well as a natural gas pipeline running from the FSRU to the power plant. The transaction has been recognized as "Infrastructure Financing of the Year: Central America" by LatinFinance.

Cidade de Ilhabela FPSO in Brazil
Representation of Citigroup Global Markets Inc., MUFG Securities Americas Inc., ING Financial Markets LLC and Mizuho Securities USA LLC, as initial purchasers, and ABN AMRO Securities (USA) LLC, Société Générale, DNB Markets, Inc., Natixis Securities Americas LLC, Coöperative Rabobank U.A., Credit Agricole Securities (USA) Inc. and SMBC Nikko Securities Americas, Inc., as co-managers, in connection with a project bond offering of US$850 million 5.198% senior secured notes due 2034 by Guara Norte S.à. r.l. The issuer is owned by SBM FPS Holding (SBM) (75%) and Mitsubishi Corporation (25%). Guara Norte is the owner of the floating production storage and offloading unit Cidade de Ilhabela, which is deployed on and critical for the monetization of the pre-salt Sapinhoá oil field in the Santos Basin in Brazil. The members of the consortium formed by Petróleo Brasileiro S.A. – Petrobras, BG E&P Brasil Ltda. (Shell) and Repsol Sinopec Brasil S.A. constitute the ultimate beneficiaries of the FPSO's services. The notes are secured by mortgage over the FPSO, assignment of rights over cash balance and cash flows, and equity interest in Guara Norte, among others.

Occidental Petroleum's sale of assets in Colombia
Representation of Occidental Petroleum Corporation on its US$825 million sale of onshore oil and gas assets in Colombia to The Carlyle Group, a private equity management firm.

CELSE gas-fired power generation project and related LNG facility in Brazil
Representation of Goldman Sachs & Co. LLC, Inter-American Investment Corp., International Finance Corp. and Swiss Export Risk Insurance in the structuring of the financing for the design, construction and operation of Centrais Elétricas de Sergipe S.A.'s (CELSE) 1,516 MW thermoelectric power plant and related liquefied natural gas receiving and gas transportation infrastructure in Brazil. The transaction was named "Project Finance Deal of the Year" by IFLR Americas Awards, "Latin American Power Deal of the Year" by IJGlobal, "Americas Latin American Power Deal of the Year" by Project Finance International, "Latin America Project Finance Deal of the Year" by Bonds & Loans, "Best Bond," "Best Infrastructure Financing Brazil," and "Financing Innovation of the Year" by LatinFinance.

Secured notes offering to refinance Brazilian FPSO
Representation of Citigroup Global Markets Inc., as global coordinator, and Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as joint bookrunners, in a Rule 144A/Regulation S offering of US$1.1 billion senior secured notes by MV24 Capital B.V., a Dutch special-purpose entity owned by Mitsui & Co., Ltd, MODEC, Inc., Mitsui O.S.K. Lines, Ltd. and Marubeni Corporation. This transaction is believed to be the first FPSO project bond issued under Rule 144A and Regulation S. MODEC has 11 FPSO charter projects around the world, and this transaction will allow the company to diversify its financing sources and provide financing flexibility for the construction of additional FPSOs. The transaction was named "Offshore Innovation Deal of the Year" by Marine Money and "Bond of the Year" by LatinFinance.

Constellation Oil restructuring in Brazil
Representation of Constellation Oil Services, the leading provider of offshore oil and gas contract drilling and FPSO services in Brazil. Our Latin America-wide banking & finance team acted as international counsel to Constellation Oil Services in the restructuring of its circa US$1.5 billion New York law-governed bonds, project financing loans and working capital facilities. The transaction was named "Restructuring Deal of the Year" by both IFLR Americas Awards and Latin Lawyer.

Financial Institutions

Nubank dual-nation IPO
Representation of the underwriters on Nubank's US$2.6 billion dual initial public offering in New York and São Paulo. At the offer price, Nubank had a market capitalization of approximately US$42 billion, making it the most valuable listed financial institution in Latin America, the largest IPO by a Brazilian company since 2017 and the largest IPO by a Latin American company in 2021. This transaction was recognized as " Deal of the Year" by The Legal 500 Brazil Awards, "Equity Deal of the Year" by IFLR Americas Awards, and "Capital Markets Deal of the Year" by Latin Lawyer.

Blackrock acquisition of Citibanamex asset management business
Representation of BlackRock, Inc. in its acquisition of the asset management business of Citibanamex, a subsidiary of Citigroup Inc. We also advised on the execution of a distribution agreement under which Citibanamex will distribute certain investment products offered by BlackRock.

Konfío's acquisition of Gestionix
Representation of Konfío, a Mexico-based digital lender for small- and medium-sized businesses (SMEs), in its acquisition of Mexico-based Enterprise Resource Planning (ERP) software developer Gestionix. This acquisition will allow Konfío to broaden its offer of products and services to SMEs in Mexico.

Kuspit Casa de Bolsa's acquisition of Uniquius
Representation of Kuspit Casa de Bolsa in its joint venture with Ubiquius, pursuant to which Ubiquius would transfer its business consisting of an electronic payments platform, its existing clients, its sales force and a regulatory authorization to incorporate a popular financial entity (SOFIPO) to Kuspit, in exchange for shares that will represent up to 29.95% of Kuspit's holding entity.

Creation of Bolsa Institucional de Valores in Mexico
Representation of Central de Corretajes, a developer of infrastructure for financial markets in Latin America, Mexico and the United States, in the creation of Bolsa Institucional de Valores, Mexico's first new stock exchange in 100 years and one of the most technologically advanced stock markets in the world.

Syndicated loan financings for Latin American banks
Representation of the lenders in syndicated loans to more than 15 Latin American banks in Brazil, Colombia, Mexico, Peru, Panama, Chile and Costa Rica.

MTN programs in Latin America
Representation of Bladex and BBVA Bancomer subsidiaries in the establishment of their MTN programs.

Infrastructure

São Paulo Metro Line 6 project financing
Representation of the senior lenders, including multilateral lenders, development finance institutions and a syndicate of commercial banks, BNDES (Brazil's national development bank) in the project financing of the approximately US$3 billion São Paulo Metro Line 6 in Brazil. This is the first-ever limited recourse financing of an infrastructure PPP project in Brazil by BNDES and is currently the largest PPP project under construction in Latin America. This transaction was named "Americas Transport Deal of the Year" by PFI 2022, "PPP Deal of the Year" by Proximo Awards, and "Transport Deal of the Year" by IJGlobal.

Smart City Project in Brazil
Representation of a group of sponsors in the financing for the largest integrated smart city project in Latin America, which is located in the City of Rio de Janeiro, Brazil. The financing took the form of an issuance of senior secure notes to certain investors in reliance on Rule 144A and Regulation S of the US Securities Act. The Notes are guaranteed by the U.S. International Development Finance Corporation (DFC) and Goldman Sachs acted global coordinator, sustainability bond structuring agent and initial purchaser. This transaction was recognized as "Latin America PPP Deal of the Year" by Proximo Awards and "Latin America Social Infrastructure Deal of the Year" by IJGlobal.

Salaverry Port Project
Representation of Trabajos Marítimos S.A., as sponsor, and Salaverry Terminal Internacional S.A. (STI), as borrower, in connection with limited recourse financing the proceeds, which will be used to expand the Salaverry Multipurpose Port in Peru. This transaction was recognized as "Ports Deal of the Year" by Proximo Awards, "Infrastructure Financing of the Year" by LatinFinance, and "Project Finance Deal of the Year (Infrastructure)" by Latin Lawyer.

Posorja port financing
Representation of DP World PLC and its subsidiary DPWorld Posorja S.A. on the project financing for a new deepwater, multipurpose port terminal to be located near Guayaquil, Ecuador. This was the first major infrastructure project awarded in Ecuador since the recent enactment of new PPP legislation. The transaction was named "Infrastructure Financing of the Year-Caribbean" by LatinFinance.

Mining & metals

Greenfield mining project in Brazil
Representation of ING Capital LLC, Société Générale and Natixis as lenders in connection with a US$140,000,000 financing for an open-pit copper-gold mine in Alagoas, Brazil, owned by Mineração Vale Verde Ltda., a subsidiary of mining-focused private equity firm Appian Capital Advisory LLP. The deal was structured on a project financing, limited recourse basis and the loans are structured as export prepayment loans that benefit from favorable tax treatment under Brazilian law. The loan facility also contemplates the sale of a gold royalty for a future upsize of the facility. The deal is thought to be the first US dollar project financing for a greenfield mining project in Brazil. This transaction was named "Latin America Mining Deal of the Year" by IJGlobal.

Companhia Brasileira de Alumínio tender offer
Representation of Companhia Brasileira de Alumínio in connection with its offer to purchase for cash any and all of its outstanding 4.750% Notes due 2024. The tender offer was completed on an accelerated timeline based on the abbreviated tender offer rules provided in the SEC no-action letter dated January 23, 2015. Banco Bradesco BBI S.A., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC acted as dealer managers for the tender offer. The company, a wholly owned subsidiary of Votorantim S.A., is the main producer of primary aluminum in Brazil and owns and operates the world's largest integrated aluminum plant. Votorantim S.A., a privately held conglomerate in Latin America, is a strong player in each of its main business segments: cement, non-ferrous metals, such as zinc, aluminum, nickel and copper, as well as steel and power generation.

Acquisition of iron-ore company in Brazil
Representation of Vale S.A., a Brazilian mining company and the largest producer of iron ore and nickel in the world, in its US$550 million acquisition of Ferrous Resources Limited, a mid-sized iron ore company, also located in Brazil.