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Financing |
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| Mayer Brown is one of the world's leading banking law firms and represents banks around the world in the full range of their financing activities, including secured and unsecured financing, acquisition financing, project financing, aircraft financing (including lease financing) and securitization transactions.
The firm has long been active in representing banks and other financial institutions in financing transactions involving Latin American and Caribbean borrowers. In recent years, acquisition financing (often secured by collateral in a variety of jurisdictions) for cross-border acquisitions has been a particularly active component of our practice and we believe that we are one of the most active firms for acquisition financing in the region.
We are considered a market leader in structured financing and securitization transactions in the region and regularly advise US and foreign investment banks and their clients in structuring and implementing sophisticated derivative and securitization transactions relating to securities issued by Latin American and Caribbean issuers.
Our project finance team regularly represents developers and financial institutions in project and lease financings throughout the region and has extensive experience in the project and lease financing of electric power plants (including nuclear, cogeneration, alternative energy and waste-to-energy facilities, and independent power production facilities), gas pipelines, oil refineries, mining projects, toll roads and other infrastructure facilities.
Acquisition Finance Securitization and Structured Finance Project Finance
Acquisition Finance
- Bank of Nova Scotia. We represented the Bank of Nova Scotia in connection with the establishment of a $350 million syndicated credit facility for an affiliate of Advent International. Proceeds of the credit facility provided a portion of the financing used by the affiliate to acquire the operator of six airports in the Dominican Republic. This was the first LBO in the Dominican Republic.
- 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 with ING Capital, as administrative agent, and Banco Santander, Société Générale, BNP Paribas and Calyon, as joint bookrunners, to finance in part Cemex's pending $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.
- ABN AMRO/Deutsche Bank AG. We advised ABN AMRO and Deutsche Bank AG, as 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-U.S. energy businesses. The financing consisted of a senior secured first lien credit facility and a second lien credit facility. The total deal size of the acquisition, which was the second largest M&A transaction in Latin America in 2006, was $2.9 billion.
- The Bank of Nova Scotia/RBTT Merchant Bank. We advised The Bank of Nova Scotia and RBTT Merchant Bank as lead arrangers in financing the $370 million tender offer and acquisition of the Caribbean regional operations of Courts plc by Regal Forest Holdings, a subsidiary of the Siman Group, in El Salvador. The acquired subsidiaries operate in Antigua, Barbados, Belize, Bermuda, Dominica, Grenada, Guyana, Jamaica, St. Kitts, St. Lucia, St. Vincent and Trinidad, and Tobago. The acquisition, one of the largest and most complex in the history of the Caribbean, was financed with a senior secured first lien credit facility, a senior secured second lien credit facility, and a payment-in-kind subordinated debt facility.
- Grupo Cementos de Chihuahua. We advised Barclays Bank PLC 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.
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Securitization and Structured Finance
- 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 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.
- BNP Paribas. 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. One of the unique aspects of this transaction is that two of the series of notes are variable funding notes with different funding and repayment schedules, while the third was up front funded with a zero coupon.
- Su Casita. We acted as special US Counsel to Credit Suisse as 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.
- 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.
- Government of Peru. We advised Merrill Lynch & Co., as 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.
- National Commercial Bank of Jamaica. We advised Credit Suisse Securities as 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.
- PEMEX Linked Notes. We acted as US Counsel to Navitas, a special purpose issuer of $200 million notes, the proceeds of which funded Mexican energy-sector construction loans secured by PEMEX-payment receivables.
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Project Finance
- ViaQuatro. We represented the borrower, Concessionária da Linha 4 do Metrô de São Paulo S.A. (ViaQuatro), and the Brazilian concession company Companhia de Concessões Rodoviárias (CCR) as lead sponsor 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. The Project stands as the first PPP project in Brazil to be financed in the international markets and won Project Finance International’s Latin America Infrastructure Deal of the Year 2008.
- Central Puerto S.A. We represented the Export-Import Bank of the United States 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 few 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.
- 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 and it won the Latin Finance Best Power/Energy Deal of the Year Award 2007.
- Jorge Chávez International Airport. 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 and was awarded Latin American Infrastructure Bond Deal of the Year 2007 by Project Finance Magazine.
- 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.
- Petrobrás Platform Financing. We advised ABN AMRO Bank, as lead manager and administrative agent, in a $750 million financing of the construction of the "P-53" floating oil production platform, to be chartered by Petrobrás. The P-53 oil platform is one of the largest oil platforms in the world, and is a critical part of the deep-well drilling strategy of Petrobrás.
- Bajio Power Project. We advised lead arrangers BNP Paribas and Norddeutsche Landesbank Girozentrale in connection with the $190 million refinancing of a portion of the Senior Secured Debt of the 601MW Bajio Power Project in Guanajuato, Mexico. We had previously advised the Ex-Im Bank and the Inter-American Development Bank in the original $440 million financing of this unique project which was awarded the Euromoney/Project Finance Magazine Latin America Merchant Deal of the Year in 2000.
- WestLB. We advised WestLB in connection with the $350 million project and receivables financing of the expansion of a pulp processing facility in Bahia, Brazil. This financing involved corporate entities in Europe, mainland China, Hong Kong and Brazil, and illustrates the increasing globalization of commodity-linked project financings.
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