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Representative Experience |
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| The following examples are intended to provide a flavor of the type of the work that we handle across the emerging markets. Additional details of our work in these regions can be found throughout this website and in particular on the project finance and mining pages.
Latin America
Bank Lending
- Regional. We advised the co-arrangers of $1.1 billion in financing for Ashmore Energy International’s acquisition of Prisma Energy International, the subsidiary of Enron Corp. that holds all of Enron’s non-US energy businesses. The total deal size of the acquisition, which was the second largest M&A transaction in Latin America in 2006, was $2.9 billion.
- Caribbean. We advised the arrangers of an acquisition financing for the acquisition of the Caribbean regional operations of Courts plc operating in Antigua, Barbados, Belize, Bermuda, Dominica, Grenada, Guyana, Jamaica, St. Kitts, St. Lucia, St. Vincent and Trinidad and Tobago. The $320 million tender offer was one of the largest and most complex in the history of the Caribbean, involving collateral security in the United States, Europe and 10 jurisdictions in the Caribbean.
- Colombia. We represented the arranger in a $90 million secured acquisition financing of Termotasajero, a Colombian electricity generation company.
- Mexico. We advised Cemex, S.A.B. de C.V. in negotiating and documenting a $3 billion term loan facility to finance in part its $14.25 billion bid to acquire the Rinker Group Limited in Australia. This was the largest hostile offer ever made by a Latin American company for a non-Latin American company.
- Peru. 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.
- Trinidad. We represented The Bank of Nova Scotia in the financing of the acquisition of Trinidad Cable by Columbus Communications, a Caribbean cable and fiber optics company, consisting of a $120 million senior secured bridge loan facility, later refinanced with a $110 million syndicated first lien credit facility, a $60 million second lien note offering, and a $34 million subordinated secured mezzanine credit facility.
Capital Markets and Securitization
- Brazil. We acted as underwriter's counsel for ABN AMRO on a $250 million offering of 6.875% Notes due 2017 by Sadia Overseas Ltd., a wholly owned subsidiary of Sadia S.A., one of Brazil's largest food processors and the guarantor of the notes. The offering was Sadia's first international debt offering and was successfully placed at a favorable coupon relative to peer issuers despite a difficult environment.
- Dominican Republic. We represented Standard Bank as dealer manager in a $130 million tender offer by Cerveceria Nacional Dominicana, C. por A. to purchase its outstanding Senior Notes due 2014, and represented Standard Bank in financing part of the tender offer through Standard Bank Plc's credit-linked note program.
- Mexico. We acted as special US counsel to Credit Suisse as initial purchaser in the first cross-border securitization of residential mortgage loans for a Mexican originator. The $232.5 Class A and MXN$226.5 Class B securitization was sponsored by Su Casita and included a novel currency swap to allow the funding of UDI denominated mortgages in US dollar denominated securities.
- Panama. We advised WestLB and Banco General in connection with arranging and structuring a multiple draw, two series $175 million local public bond issue by Bahia Las Minas to finance the partial conversion of a 245MW power plant from heavy fuel oil to coal-burning technology. The finance structure utilized in this transaction is the first of its kind in the Panamanian bond market, and this transaction represents one of the largest project financings in Central America in 2007.
- Peru. We acted for Standard Chartered Bank, as arranger, on the largest debt offering ever made by a Peruvian bank. The $500 million offering by Banco de Crédito del Perú BCP is backed by electronic payment rights.
Corporate
- Regional. We represented BellSouth in the sale of all of its Latin American holdings, including interests in cellular companies in Argentina, Brazil, Chile, Colombia, Ecuador, Guatemala, Nicaragua, Panama, Peru, Uruguay and Venezuela.
- Argentina. We advised Nexstar Capital Partners LLC and a group of US and Argentine private equity investors in their sale of GPU Empresa Distribuidora Electrica Regional S.A. (which consists of five electricity distribution companies in the north of Argentina) to a group of investors led by JPMorgan. We had previously advised Nexstar, CoInvest, an Argentine private equity fund, and a group of US hedge funds in acquiring GPU Emdersa, and in a subsequent restructuring of its debt.
- Costa Rica. 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.
Project Finance and Infrastructure
- Chile. We represented the financiers for a debt project financing for development of Refugio gold mine.
- Guatemala. We advised RBTT on the $226.8 million financing package for this milestone project, which is the largest project financing in Guatemala to date and the largest privately financed greenfield project in Central America outside of Panama. Hidro Xacbal was named Project Finance Magazine’s Latin American Renewables Deal of the Year 2007 and Latin Finance Best Power/Energy Deal of 2007. We are now advising RBTT on stage two: the entry by Hidro Xacbal into an emission reduction credit agreement for the forward sale of carbon credits to a multi-lateral organization.
- Mexico. We represented Aeroinvest S.A. de C.V. in a three tranche Euro-Peso debt offering of approximately $200 million. The 10-year debt issuance was primarily 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.
- Panama. We are representing the Autoridad del Canal de Panamá (ACP) as procurement counsel with respect to the construction and associated works related to the planned Panama Canal Expansion Program – a $5.25 billion project which will be the largest of its kind since the Canal opened in 1914.
- Peru. We advised Merrill Lynch, as arranger and initial purchaser, in a $1.2 billion face amount offering of pass-through notes by a special purpose entity supported by future payments by the Government of Peru under obligations relating to Tramos 2 and 3 of the IIRSA Sur Road project. This transaction was named Latin Finance Best Infrastructure Deal of 2007.
- Peru. We advised Merrill Lynch as 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 take-out of the original lenders with the proceeds from the issuance of global notes. This project was awarded the Project Finance Magazine Latin American Infrastructure Bond Deal of the Year 2007.
- Peru. We represented Export-Import Bank of the United States in connection with the $2.2 billion Antamina copper/zinc mining project.
Real Estate
- Brazil. We represented Equity International Properties, Ltd. (EIP) in its joint venture to invest in BRACOR, a corporate real estate investment company in Brazil.
- Mexico. We advised Prudential Real Estate Investors on a series of joint ventures with local partners for real estate investments, as well as on formation of a new fund.
- Mexico. We represented ING Clarion in connection with the formation of LMF-Frisa Comercial, S de RL de CV, which involved the contribution, sale and/or development of six shopping centers in and around Mexico City, in a transaction valued in excess of $300 million. We also represented ING Clarion in connection with equity and debt investments made in Meximae and Interad de México, SA de CV, Mexican real estate developers.
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South East Asia
Bank Lending
- China. We acted for Industrial and Commercial Bank of China (ICBC), Head Office in connection with four secured term loan facilities of up to $54 million each to finance the acquisition of four new bulk carriers by Hebei Ocean Shipping Co., Ltd.
- China. We acted for Sumitomo Mitsui Banking Corporation in arranging a $328 million term loan and revolving credit facilities to Shimao Property Holdings Limited. The facilities are guaranteed by 87 non-PRC subsidiaries of the borrower and are also secured by share charges/mortgages over the shares in those non-PRC subsidiaries.
- China. We advised various bank syndicates on financing the Xintiendi urban redevelopment project in Shanghai, PRC with total investments of approximately $150 million.
- Thailand. We acted for KfW in relation to the refinancing of a Thai power company involving a restructured KfW loan of $45 million in a THB 3.5 billion refinancing involving local banks.
- Vietnam. We assisted HSBC in drafting a $29 million term loan facility agreement and security documents with Luks Cement (Vietnam) Limited, a limited liability company organized under the laws of Vietnam.
- Vietnam. We assisted Calyon in drafting a $49.2 million syndicated facility agreement with Vietnam Electricity, a state-owned company organized under the laws of Vietnam.
Capital Markets and Securitization
- Korea. We represented Hyundai Capital Services, Inc. as originator in a $400 million cross-border Korean auto loan receivables securitization.
- Korea. We acted for The Hong Kong Mortgage Corporation (HKMC) on its first international transaction – the acquisition of South Korean residential mortgage assets worth $700 million from a Korean commercial bank. This deal was also notable as the first-ever "bilateral" cross-border RMBS securitization out of Korea under Korea's ABS Act. HKMC is considered to be the "Fannie Mae" of Hong Kong. It is triple-A rated and Hong Kong's biggest securitizer.
- Malaysia. We advised Bank of America and its conduit as transaction counsel in the conduit funded securitization of trade receivables originated by the US-headquartered electronic solutions company, Jabil. The structure accommodates the securitization of receivables originated by Jabil's subsidiaries in various countries including Malaysia, Hungary and Poland.
- Vietnam. We acted for the arranger Deutsche Bank on the issue of VND3 trillion ($ 200 million) 9% bonds due 2017 by Vietnam Shipbuilding Industry Group known as "Vinashin." Vinashin is one of Vietnam's largest state-owned corporations. This deal was named "Best Local Currency Bond" by The Asset Magazine's Asset Asian Awards (Triple A) House and Deal Awards for 2007 and "Best Local Currency Bond Deal of the Year 2007" by FinanceAsia.
- Vietnam. We acted as sole Vietnamese counsel to Citibank as arranger on the issue of VND 1.5 trillion 9.5% bonds due 2017 by National Coal-Mineral Industries Group.
- Vietnam. We acted for the arranger Deutsche Bank on the issue of VND 1 billion 10-year bonds by the state-owned enterprise Vietnam Machinery Installation Corporation. Proceeds will be used as capital for the Vung Ang 1 Thermoelectricity Power Project.
Corporate
- China, Hong Kong, India. We acted in relation to the formation and capital raising for Asian Realty Income II, L.P. and its subsequent investments in India, Hong Kong and China. Investments include a debt component, as the fund does not always take equity. Value raised was nearly $700 million.
- India. We represented a Mauritius-based joint venture formed by Walton Street Capital and Starwood Capital in connection with its investment in a $1.5 billion development project in Kolkata, known as Bengal Shriram Hi Tech City, and in the related negotiations with the development partner, Shriram Properties.
- India. We represented Lonza America Inc., Lonza Bioproducts AG, Lonza Sales AG (the purchasers) and Lonza Group Ltd., as guarantor, in the acquisition of the Biopharmaceuticals and Bioproducts subsidiaries of Cambrex Corporation for a purchase price of $460 million cash.
- India. We represented SKS Micro Finance Limited, in a series of private equity investment rounds to a group of social venture capital and private equity investors, including Sequoia Capital, Unitus and Vinod Khosla. SKS Micro Finance is one of India's largest and fastest growing microfinance lending organizations.
- Thailand. We acted for Arisaig Partners in relation to the sale by Arisaig and other funds unconnected with Arisaig of a significant minority shareholding of a Thai public listed company.
- Thailand. We acted for Deutsche Bank in relation to its joint bid with DBS to acquire a 35% stake in Thai Military Bank PCL.
- Thailand. We advised on the private placement of a development fund to invest in Vietnam in a 209 hectare project in Lang Co – Central Vietnam and advised on various aspects of the project.
Project Finance and Infrastructure
- China. We represented China National Petroleum Corporation in connection with a proposed 6,250 kilometer, $9.5 billion gas pipeline from Turkmenistan to East China.
- China. We advised a consortium of investors on all the legal and commercial aspects of bidding for the Chengdu No. 6 Water Plant B BOT Project in Sichuan Province, which was the first water treatment plant to be financed on a BOT basis in China.
- Indonesia. We represented Export-Import Bank of the United States in connection with the $2.5 billion project financing, including the subsequent restructuring, of the coal-fired Paiton I power project in East Java, Indonesia. Named Project Finance Magazine Asia-Pacific Restructuring Deal of the Year 2002.
- Thailand. We acted for the investor in drafting and negotiating a concession agreement with the State Railways of Thailand and the Ministry of Transport and Communications as well as advising on all the Thai legal aspects of investment and concessions on the Hopewell elevated rail and road projects in Thailand.
- Vietnam. We acted for the arranger, Habubank Securities Company Limited, on the issue of VND 400 billion ($25 million) 9% bonds due 2022 by Vietnam Expressway Corporation known as "VEC" for financing the construction of the Cau Gie - Ninh Binh Expressway - First Phase.
- Vietnam. We assisted GS Engineering & Construction, a Korean company listed on the Korean Stock Exchange, in securing the first Investment Certificate to be granted under the Build-Transfer structure, a special form of investment under the BOT regulations of Vietnam designed to encourage investors to build infrastructure projects in return for special incentives.
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Europe, the Middle East and Africa
Bank Lending
- Kazakhstan. We advised Morgan Stanley in connection with three unsecured Japanese Yen credit facilities for JSC Bank TuranAlem, JSC Alliance Bank of Kazakhstan and JSC Bank CenterCredit of Kazakhstan, with an aggregate value in excess of JPY 91 billion.
- Nigeria. We represented Merrill Lynch International as initial lender and facility agent in two $100 million loans to the Nigerian company OandO Plc., one guaranteed by Guaranty Trust Bank Plc and the other guaranteed by Zenith Bank Plc.
- Turkey. We advised Morgan Stanley in connection with a €100 million secured credit facility with Gisad Dis Ticaret A.Ş of Turkey.
- Ukraine. We advised Morgan Stanley in connection with two $465 million unsecured credit facilities with Ukravtador, the State Road Administration of Ukraine.
Capital Markets and Securitization
- Bulgaria. We advised Deutsche Bank in the first securitization deal of ProCredit Bank Bulgaria, a subsidiary of German-based ProCredit Holding, which owns a SME-bank in every Central and Eastern European jurisdiction. This was the first offshore securitization deal in Bulgaria and the first “true sale” securitization of SME loans, and was structured and completed in less than four months.
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Kazakhstan. Represented ABN AMRO Bank N.V., JPMorgan Securities and Standard Chartered Bank in Total Securitization's Emerging Market Deal of the Year for 2007 in the largest-ever diversified payments rights securitization in Kazakhstan by BTA DPR Finance. This $750 million Regulation S transaction included four series, three of which were wrapped by Ambac, FGIC and MBIA.
- Nigeria. We represented Merrill Lynch International (London) in the $175 million offering of 9.75% Notes due 2017, by First Bank of Nigeria plc, the country’s largest bank. The deal is the first hybrid capital offering by an African bank and only the second bond offering by a Nigerian company.
- Russia. We represented Dresdner Bank AG and Merrill Lynch International, as arrangers, in a Rule 144A/Reg S $350 million offering of notes secured by Dollar and Euro denominated diversified payments rights pledged by Alfa Bank. This issuance was the first diversified payment rights transaction for a Russian bank.
- Turkey. We represented Standard Chartered Bank, Bayerische Hypo- und Vereinsbank AG and UniCredit Banca Mobiliare SPA, as arrangers, in a $1.2 billion issuance of notes secured by Dollar, Euro and Sterling-denominated diversified payment rights sold by Yapi ve Kredi Bankasi A.S., a Turkish banking corporation. This issue is the largest DPR securitization transaction completed globally and the single largest issuance into the international capital markets by a non-government entity out of Turkey.
Corporate
- Africa. We represented ICI (now Akzo Nobel) in its acquisition of the Dulux business in South Africa from South African corporation AECI. In addition to buying the Dulux assets in South Africa, ICI acquired AECI’s shares in the Dulux subsidiaries in Botswana, Zambia, Swaziland, Malawi and Namibia.
- Czech Republic. We advised Gilbert Global Equity Partners in connection with an equity investment in a mining company.
- Kazakhstan. We advised Centras Securities JSC of Kazakhstan in connection with the establishment of Centras Private Equity Fund, a fund focusing on private equity investments in Kazakhstan and other Central Asian countries.
Project Finance and Infrastructure
- Egypt. We represented the Export-Import Bank of the United States as lender/guarantor in the $540 million financing of a 1,250 tbd anhydrous natural gas-to-ammonia plant in Suez, Egypt. This was one of the first private (i.e., non-governmental sponsored) petrochemical transactions in Egypt and the first project financing in Egypt supported by US Ex-Im.
- Finland. We represented the finance parties on the successful $320 million project financing for the construction and development of a nickel project in Sotkamo, Finland. This transaction was named European Mining Deal of the year 2007 by Project Finance Magazine.
- Jordan. We are acting for the successful concessionaire on an ongoing project with the Jordanian Government to design, build, operate and finance a new oil terminal at the Port of Aqaba.
- Kazakhstan. We represented the arrangers in connection with the project financing of the Voskhod Chrome Project in the Aktobe Province in North-Western Kazakhstan. This was the first project financed by the Eurasian Development Bank, with total capital costs in excess of $250 million. This deal won the Project Finance Magazine European Mining Deal of the Year Award 2006.
- Kenya. We advised on the “Development Funding Deal of the Year, 2006” for the Kwale titanium mineral sands project, Kenya - $201 million (Mines & Money Awards).
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