Mayer Brown has been active in the emerging markets for many years and over that time has developed significant experience in every region and in almost every type of matter. We represent industrial, financial and other companies in the full range of their activities, including financings (e.g., secured and unsecured financing, acquisition financing, project financing and infrastructure financing transactions), debt and equity capital markets transactions, joint ventures, mergers and acquisitions and international trade.
In finance, we are a market leader in securitization and other structured finance transactions in the emerging markets and regularly advise the major investment banks and borrowers in structuring and implementing sophisticated derivative and structured finance transactions. With our structuring expertise, we also assist clients in the structuring of local issuances. A key factor in our ability to structure cutting-edge transactions is the depth of our knowledge of the regulatory and international accounting standards issues that affect financing.
We are also active in related areas such as investment funds, real estate-related transactions, tax, intellectual property and international arbitration and litigation.
While transactions in the emerging markets can be as straightforward as in other jurisdictions, they generally are far more complex. This complexity requires that any participating law firm have depth and breadth. We are constantly investing in our capability to provide our clients with both comprehensive advice and strong execution in these dynamic markets. We offer:
- Fluency in local languages, including Cantonese, French, Gujarati, Hebrew, Hindi, Korean, Mandarin, Polish, Portuguese, Punjabi, Russian, Spanish, Thai and Vietnamese
- Understanding of the cultural nuances with implications for business activities in a given country
- Familiarity with jurisdictional regulatory and international trade laws
- Understanding of market access issues and ability to identify points of entry for clients
- Strategic partnerships, alliances and overall recognition in the industries and global institutions and organizations that work mostly in emerging economies.
In Asia, we have one of the largest and most experienced practices in the region with over 300 lawyers in Thailand, Vietnam, Singapore, Hong Kong and the People’s Republic of China.
We have been active in Latin America for more than 20 years. In 2009 we formed an association with the Brazilian law firm, Tauil & Chequer Advogados (T&C), which has offices in Brasília, São Paulo and Rio de Janeiro. Through T&C, our clients have access to a full service Brazilian domestic law practice.
We have set out below a selection of representative matters by region which is 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.
Europe and the Middle East
Our African practice is diverse, with a principal focus on natural resources-related transactions. Our lawyers have acted on numerous transactions throughout the continent for official lenders, and they have represented banks and underwriters in loans to and securities issuances by African companies.
- Burkina Faso. We advised Goldbelt Resources Limited, now part of Avocet Mining, on its $65 million financing for the construction and development of its Inata Gold Project. This is only the second project financing to have taken place in Burkina Faso.
- Eritrea. We advised on the Project Finance International African Mining Deal of the Year 2009—the $235 million project financing for the operation and construction of Bisha gold, silver, zinc and copper mine in Eritrea, the first mine to be project-financed in the country.
- Ghana. We represented Unilever in its sale of its oil refining business, its Frytol product brand in Ghana, and its majority interest in Benso Oil Palm Plantations Limited, a palm oil plantation business listed on the Ghanaian Stock Exchange, to Wilmar International.
- Kenya. We advised on the 2011 Project Finance International Middle East and Africa Mining Deal of the Year—the $170 million project financing of the Kwale mineral sands project in Kenya. The project was also named Development Funding Deal of the Year in both 2011 and 2006 by Mining Journal.
- 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.
- Nigeria. We represented the 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.
- Regional. We represented the mandated lead arrangers, Standard Bank, Standard Chartered Bank, BNP Paribas, Fortis Bank and Bayerische Hypo- und Vereinsbank AG in connection with a five-year facility to First Quantum Minerals Ltd., relating to the refinancing and development of copper and gold mines in the Democratic Republic of the Congo (DRC), Zambia and Mauritania.
- Regional. We advised on a syndicated credit facility for BRAC, a not-for-profit microfinance and developmental organization in Bangladesh. $63 million was raised from several international lending groups, including the Overseas Private Investment Corporation (OPIC), to develop microfinance lending operations in Tanzania, Uganda and Southern Sudan.
- Regional. 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.
For full details on our Africa practice and track record see here.
In Asia, we have one of the largest and most experienced practices in the region with over 300 lawyers in Thailand, Vietnam, Hong Kong and the People’s Republic of China. The following are representative examples of our work across the region.
- Regional. We advised ICBC Financial Leasing in its first cross-border vessel leasing transaction in respect of a 13,100 teu container vessel under construction by Hyundai Heavy Industries Co. Ltd. which, on delivery, will be subject to long-term time charter to COSCO Container Lines. Named Asset Finance Deal of the Year 2011 by Asia Legal Business.
- China. We represented Hang Seng Bank Limited as the mandated coordinating arranger in a multi-currency three-and-a-half year term loan facility for China Automation Group Limited, comprising a US Dollar tranche of US$40 million, a Hong Kong Dollar tranche of HK22 million and a Renminbi tranche of RMB50 million. This loan is Hong Kong's first ever renminbi syndicated loan and involved nine other banks.
- China. We acted for China Resources Cement Holdings Limited in its acquisition of a 50% interest in a cement business in Guangzhou and Hong Kong.
- China. We advised Mitsui O.S.K. Lines Ltd. and China Shipping Development Company Ltd. in relation to a project for the acquisition, financing and long-term time charter of four liquefied natural gas carriers with a combined value of up to $1 billion to be built by Hudong-Zhonghua Shipbuilding (Group) Co., Ltd., a subsidiary of China State Shipbuilding Corporation.
- China. We advised ProLogis, a leading global provider of distribution facilities, in the $1.3 billion sale of its operations in China and property fund interests in Japan to GIC Real Estate Pte Ltd, the real estate investment company of the Government of Singapore Investment Corporation.
- China. We represented Tsingtao Brewery, one of China's oldest breweries, in its sale of a minority stake to Japan-based Asahi Breweries, Ltd. for $667 million.
- 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 Asia-Pacific Restructuring Deal of the Year 2002.
- Indonesia. We advised PT Indika Energy Tbk, a leading integrated Indonesian energy group, in connection with the exchange offer of up to $185 million of Indo Integrated Energy B.V.'s 8.50% Senior Notes due 2012 for Indo Energy Finance B.V.'s 7.00% Senior Notes due 2018, together with simultaneous consent solicitations for the 2012 Notes and Indo Integrated Energy II B.V.'s 9.75% Senior Notes due 2016 and new money issue of $115 million.
- 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.
- Mongolia. We advised Development Bank of Mongolia LLC, a newly formed policy bank created by the Mongolian government, on the establishment of its landmark $600 million Euro Medium Term Note Programme.
- Mongolia. We acted for XacBank LLC, one of Mongolia's leading commercial banks, in connection with the establishment of its $300 million Euro Medium Term Note Programme.
- Thailand. We acted 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.
- 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.
- 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 Deutsche Bank on the issue of VND 3 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 for the arranger 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.
- Vietnam. We advised HSBC on its local incorporation in Vietnam—making it one of the first foreign banks to take this step.
- Vietnam. We acted for the arranger on the issue of VND 400 billion ($25 million) 9% bonds due 2022 by Vietnam Expressway Corporation ("VEC") for financing the construction of the Cau Gie - Ninh Binh Expressway - First Phase.
- Vietnam. We assisted 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.
For further details on our Asia practice and track record, see here.
Europe and the Middle East
Our Central and Eastern Europe practice comprises lawyers from our European offices and others who have worked and lived in these regions. Our experience ranges from acting on structured financings to advising governments on industry reorganizations and the introduction of legislation. We have also worked with global clients seeking representation in the CEE regarding financing and corporate matters.
In Russia and the other countries in the CIS, our capabilities encompass the full range of commercial issues. We represent governments undertaking modernization and privatization plans as well as major multinational corporations, start-up ventures and financial institutions.
We have an active practice across Israel, Turkey and the Middle East. In Turkey, we have acted on almost all of the securitization transactions that have been undertaken by Turkish banks, the first two capital markets-placed Tier II transactions, various Eurobonds and equity transactions and a range of energy and other project finance transactions (including one of the first completed project financed mines in Turkey).
We have comprehensive experience in pre-privatization sector reviews and feasibility studies, together with “official lender” transactional and advisory experience.
- Azerbaijan. We represented Technikabank in relation to an LSE-listed Eurobond, the first ever international offering by an Azerbaijani issuer.
- Bulgaria. We advised on the first securitization deal of ProCredit Bank Bulgaria, a subsidiary of German-based ProCredit Holding, which owns an 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.
- 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.
- 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 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.
- Kazakhstan. We represented the lenders in Total Securitization's Emerging Market Deal of the Year for 2007—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.
- Kazakhstan. We represented the arrangers in connection with the project financing of the Voskhod Chrome Project in the Aktobe Province in northwestern 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 European Mining Deal of the Year Award 2006.
- Kazakhstan. We advised a global investment bank 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.
- Kazakhstan. We represented JSC Kazkommertsbank in relation to the establishment of its $2 billion debt issuance programme.
- Qatar. We advised LBO France in its €1.7 billion sale of Cegelec, the French electrical engineering firm, to Qatari Diar, a Qatar-based real estate investment 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 the 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 nongovernment entity out of Turkey.
- Turkey. We represented Banc of America Securities LLC as underwriter in the Rule 144A/Reg S issuance of $50 million and €75 million of trust certificates of Finansbank Trade and Diversified Payment Rights Master Trust, secured by trade payment rights. This was the first diversified payment right securitization anywhere and "created" the asset class.
- Turkey. We represented Genel Energy, the largest oil producer in the Kurdistan Region of Iraq, in its $2.1 billion merger, by way of an all-share reverse-takeover, with Vallares PLC, an investment vehicle backed by a former BP plc executive.
- Turkey. We represented Turkiye Garanti Bankasi AS in the $3.7 billion sale by General Electric Capital Corporation of 18.6 percent of its 21 percent interest in Garanti Bank to Banco Bilbao Vizcaya Argentaria SA.
- Turkey. We advised the mandated lead arranger on the $62.5 million financing for the construction and development of the Çöpler gold mine in Turkey. This is one of the first completed project-financed mines in Turkey.
- Turkey. We represented Çalik Holdings AS and affiliates, as guarantors, on a Turkey-based high yield offering of $200 million guaranteed notes.
- Turkey. We represented Turkiye Garanti Bankasi AS in relation to Regulation S and Rule 144A issuances of $500 million 6.25%. Notes and $300 million Floating Rate Notes.
- Turkey. We represented Doğuş Group with a financing arrangement for corporate aircraft with GE Commercial Finance.
- Turkey. We advised a global investment bank in connection with a €100 million secured credit facility with Gisad Dis Ticaret A.Ş of Turkey.
- Ukraine. We advised a global investment bank in connection with two $465 million unsecured credit facilities with Ukravtador, the State Road Administration of Ukraine.
Reflecting the firm’s full-service global platform, Mayer Brown’s India group has broad transactional and advisory experience in a wide range of business and legal matters. Recent work includes:
- Asia Pacific Brands India. We represented W.W. Grainger in connection with its acquisition of a 49 percent stake in Asia Pacific Brands India Ltd., one of India's largest industrial and electrical wholesale distributors.
- Bengal Shriram Hi Tech City. 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.
- Infrastructure India. We represented Infrastructure India Plc and a sponsoring European bank on formation of a fund to invest in India infrastructure assets, including London stock exchange listing and power and roads portfolio acquisitions.
- KSK Power Ventur. We advised Arden Partners, the underwriter and placing agent, in connection with the private placement by London-listed KSK Power Ventur, the Indian power company, of £62.5 million of shares.
- Shantha Biotechnics. We represented Mérieux Alliance in the €550 million sale of Shantha Biotechnics Limited, the India-based bio-pharmaceutical company, to Sanofi Pasteur, a subsidiary of Sanofi-Aventis SA.
- Shiram Transport. We advised Fitch (Hong Kong) Limited on several Indian domestic auto loan securitizations for Shriram Transport.
- SKS Micro Finance. 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.
For further details on our India practice see here.
Mayer Brown is one of the most active international law firms in the Latin America and Caribbean markets today. We established our Latin America Group in 1991, and in 2009 we formed an association with the Brazilian law firm, Tauil & Chequer Advogados (T&C), which has offices in São Paulo and Rio de Janeiro. Through T&C, our clients have access to a full-service Brazilian domestic law practice.
Representative transactions include:
- Argentina. We advised on the Latin Finance Structured Financing Deal of the Year 2011 – the $300 million bond offering for Aeropuertos Argentina 2000.
- Brazil. We acted for the project company and the Brazilian infrastructure holding company, as lead sponsor, in connection with the long-term financing of the west portion of the Mário Covas Ringroad (Rodoanel Mário Covas) in São Paulo, which is the subject of a 30-year concession. This transaction was named Best Transportation Deal 2009 by Latin Finance.
- Brazil. We advised the sponsor 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 2009 Americas Deal of the Year by Project Finance International.
- Caribbean. We advised HSBC on the financing of a 64Mw dual fuel power plant by Wartsila Power Plants, on behalf of the Trinidad and Tobago Electricity Commission—named Global Trade Review Deal of the Year 2008.
- Dominican Republic. We represented the dealer manager in a $130 million tender offer by Cerveceria Nacional Dominicana, C. por A. to purchase its outstanding Senior Notes due 2013 and represented the same bank in financing part of the tender offer through its 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.
- Mexico. We represented Barclays Capital in connection with the bankruptcy filing in Mexico of Controladora Comercial Mexicana (CCM), arising from CCM's liability under currency exchange derivatives contracts. This transaction was named Restructuring Deal of the Year 2010 by IFLR and Latin Finance Restructuring Deal of the Year 2011.
- Mexico. We represented the lenders, including the US Export-Import Bank (in its largest mining deal to date), Export Development Canada, Korea Development Bank and a group of five commercial banks, on the $823 million financing of the Boleo copper-cobalt-manganese project in Mexico. This transaction was named Latin America Mining Deal of the Year 2010 by Project Finance and honored with the 2010 Exploration And Development Funding Award by Mining Journal.
- Mexico. We represented the lenders 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 transaction was named Latin American Power Deal of the Year 2010 by Project Finance.
- Peru. We advised the Peruvian water concessionaire in 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.
- Peru. We advised the 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 Toll Road project. This transaction was named Latin Finance Best Infrastructure Deal of 2007.
- Peru. 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 take-out of the original lenders with the proceeds from the issuance of global notes. This project was awarded the Project Finance Latin American Infrastructure Bond Deal of the Year 2007.
For full details on our Latin America/Caribbean practice and track record see here.