Financial Services and Capital Markets

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Argentina
  • Represented Banc One International Corporation in their lending activity in Argentina, and obtaining pledges over different types of assets. Drafting of legal opinions.
  • Represented The Archon Group (a subsidiary of Goldman Sachs) in their proposed activities in Argentina, including acquiring loan portfolios, and obtaining security interests over different assets (i.e., receivables, equipment, real estate, shares, rights).
  • Represented Chase Bank of Texas, N.A. in connection with its role as Collateral Trustee pursuant to the Collateral Trust and Security Agreement on a portfolio investment over an Argentine company.
  • Represented Banco Mercantil S.A. in some litigation matters.

 

 Bolivia
  • Merger of Concrebol SA, Siderbol SA and Emisa into the Fletcher Challenge group.
  • Acted as Transredes S.A. legal counsel for a loan of US$230 Millions with the International Development Bank (IDB) and Corporación Andina de Fomento (CAF).
  • Counsel to GasOrienteBoliviano Ltda in a project financing with KfW and OPIC for entire integrated project that includes a thermoelectric power plant in the city of Cuiabá , Brazil. Financing estimated for US$ 225 Millions (this project has not been performed).
  • Represented Fletcher Challenge Industries in a Share Transfer Agreement, as well as in transfer of assets and shares to the largest cement companies in Bolivia Fancesa S.A. and Soboce S.A. Said operation was valued around US$ 10 Millions.
  • Acted as Transredes S.A. legal counsel for the Mezzanine loan of US$ 90 Millions.
  • Counsel to ING Bank since 1993 regarding credit lines to local clients.
  • Counsel to Transredes S.A. in a bond issuance for approximately US$ 80 Millions .



Colombia
  • Advisors to Cencosud S.A. in the negotiation with Grupo Toro of a stock purchase agreeement for over US$300 million Almacenes Exito S.A. shares, subject to a bidding process in the Colombian stock market, and the bidding process itself. Lawyers: Mariana Posse, Natalia Escobar. 
  • Advisors to the Interamerican Development Bank (multilateral agency) in a Col$1trillion bond issuance in the local Securities Market. The Financial Superintendence has authorized the operation. Placement pending. Lawyer: Partner Mariana Posse.
  • Advisor to INTERAMERICAN INVESTMENT CORPORATION (multilateral agency) in the issue of a partial guaranty for the bond issue and placement of Col$50.000 million in the Colombian Securities Market by Productos Naturales de la Sabana S.A. Lawyers: Partner Mariana Posse and associates Natalia Escobar, Santiago Acevedo and Verónica Arango.
  • Advisors to the International Finance Corporation (multilateral agency) in a US$75 million equity contribution to Banco Davivienda S.A. (Colombia), and a US$165 million A/B subordinated bond subscription. Lawyer: Partner Mariana Posse.
  • Advisors to Sodimac Colombia S.A. (Chile) in a Col$80 billion local bond issue. Lawyers: Partner Mariana Posse and associate Alessia Abello.
  • Colombian counsel to JPMorgan Chase Bank N.A. (U.S.A.) as Administrative Agent and to J.P. Morgan Securities Inc., as Sole Book runner and Lead Arranger in a US$250 million loan to Organización Terpel S.A. for the acquisition of Repsol Assets in Chile. Lawyers Partner Mariana Posse and associate Natalia Escobar.
  • Advisors to a syndicate of international banks led by ABN AMRO BANK N.V. acting as administrative agent, in a US$1,460 million loan granted to Empresa de Energía de Bogotá S.A. E.S.P., E.E.B. (Colombia), to finance the acquisition by its wholly owned subsidiary Transportadora de Gas del Interior S.A. E.S.P., TGI, of the natural gas transportation assets of Ecogas. The original US$1,460 million loan was partially assigned by EEB to TGI. Financing included creating corporate vehicles and the issue of Senior Regulation S and Rule 144A notes; TGI International Ltd. issued US$750 million due in 2017 and EEB International Ltd. issued US$610 million due in 2014. Lawyers: Partners Jaime Herrera and Mariana Posse and associates Alvaro José Rodríguez and Carolina Sánchez.
  • Advisors to Bank of America (U.S.A.) in its joint venture with Corporación Financiera Colombia S.A. to participate in the bidding process for the sale of Central de Inversiones’ US$306 million portfolio of loans and other real estate assets. Lawyers: Partners Mariana Posse and Juan Guillermo Ruiz and associates Alessia Abello, Mario Criales, Natalia Escobar and Oscar Jiménez.
  • Advisors to Citibank (U.S.A.) as administrative agent and to the lenders in a US$150 million syndicated loan granted to Suramericana BVI, Suramericana de Inversiones S.A., Compañía Suramericana de Construcciones S.A., Portafolio de Inversiones Suramericana S.A. (Colombia). Lawyers: Partner Mariana Posse and associate Natalia Escobar.
  • Advisors to the International Finance Corporation in a US$10 million A Loan and USD$5 million stand-by loan to Terminal Marítimo Muelles el Bosque S.A. and Muelles el Bosque Operadores Portuarios S.A. (Colombia). Lawyers: Partner Mariana Posse and associate Paola Morales.
  • Counsel to JPMorgan Chase Bank (U.S.A.) in its capacity of administrative agent and arranger and to the lenders in a US$300 million syndicated loan granted to Almacenes Éxito S.A. Lawyer: Partner José Alejandro Torres. Colombian advisors to MetLife (U.S.A.) in the private bidding process for the sale by Banco Santander of its pension fund business in Mexico, Colombia, Chile, Argentina and Uruguay. Lawyers: Partners José Alejandro Torres and Mariana Posse and associate Andrés Montoya.Advisors to Natixis (France) and International Finance Corporation as Administrative Agent and B lender in an US$15 millions AB loan to Petrotesting Colombia S.A. (Colombia). Lawyers: Partners José Alejandro Torres and Francisco Urrutia and associate Paola Morales.Colombian counsel to Citibank (U.S.A.) in a US$150 million secured term loan transaction, between Suramericana BVI Corporation, as Borrower; Suramericana de Inversiones S.A. Suramericana, Portafolio de Inversiones Suramericana S.A. and Compañía Suramericana de Construcciones S.A., as Guarantors; Citibank N.A., as Lender (to be further syndicated among other foreign financial institutions); Citigroup Global Markets Inc., as Sole Lead Arranger and Sole Bookrunner; Citibank N.A., as Administrative Agent and Cititrust S.A., as Collateral Agent. Lawyers: Partner Mariana Posse and associate Natalia Escobar.
  • Advisors to Colombian four pension funds and Chilean foreign investors in the US$170 million acquisition and financing of the Termotasajero coal-fired power generation facility. Lawyers: Partners Jaime Herrera, Mariana Posse and Juan Guillermo Ruiz and associates Alessia Abello, Claudia Caballero, Carolina Camacho y Mario Criales.

 

 Mexico
  • Represented Comdisco de Mexico, S.A. de C.V., in leasing transactions involving electronic and information technology equipment valued at approximately US$100,000,000, and assisted in the preparation of a loan agreement, secured by accounts receivables located in Mexico. Our representation involved the obtaining of rulings from the Mexican Ministry of Finance confirming that the leasing arrangements did not constitute financial lease operations.
  • Represented Bank One Texas, N.A. in connection with a credit facility provided to a Mexican company in connection with a PEMEX platform project, which credit was serviced and guaranteed through the assignment of accounts receivable to a guaranty trust (fideicomiso de garantía).
  • Represented The Chase Manhattan Bank in connection with numerous structured finance transactions, involving collateralized bond obligations, collateralized loan obligations and asset-backed securities. Each transaction commonly involves the securitization of collateral valued in excess of US$150,000,000.
  • Represented Pillowtex Corporation in connection with a loan to a Mexican joint venture company guaranteed by accounts receivable.
  • Represented Grupo Financiero Ford Credit, S.A. de C.V. and its affiliates, including, Ford Credit de México, S.A. de C.V. (a Mexican non-bank bank) in connection with various loan transactions involving a perfection of security interests, purchase money security interests and guaranty trusts.
  • Represented various U.S. aircraft lessors in connection with the perfecting of security interests on commercial aircraft before the General Aviation Department of Mexico (Dirección General de Aeronáutica Civil).
  • Represented Congress Financial Corporation in connection with its US$65 million revolving loan to a U.S. company that was secured by a pledge of the stock of the U.S. borrower's Mexican subsidiaries and by the granting of a security interest in the accounts receivable, inventory, machinery, equipment, contracts and intangibles of the Mexican subsidiaries.
  • Represented ITT Capital in connection with a perfection of security interest on equipment.
  • Represented Compass Bank in connection with construction and permanent financing of new operations in Monterrey, Mexico for a Texas company, which was secured by a pledge of stock in the Mexican subsidiary and a security interest in its accounts receivable, inventory, machinery, equipment, contracts and intangibles.
  • Represented Home Interiors & Gifts, Inc. in connection of the pledge of stock by the Mexican subsidiary of a U.S. supplier.
  • Represented Zurich Insurance Company in the formation of several financial affiliates in Mexico, including the formation of Zurich Afore (a privately-managed pension fund management company).
  • Represented McIlroy Bank and Trust in connection with its US$23.7 million loan to a U.S. company that was secured by a pledge of the stock of the U.S. borrower's Mexican subsidiaries and by the granting of a security interest in the accounts receivable, inventory, machinery, equipment, contracts and intangibles of the Mexican subsidiaries.

 
Peru

  • Represented Barclays Bank PLC, Miami Agency on interbank credit facility to Banco Wiese Ltdo., guaranteed by pledge of deposits of Wiese Financial Corporation at Barclays.

  • Represented Barclays Bank PLC, Miami Agency in credit facility to Automotriz de Perú S.A., guaranteed by floating lien on automobiles sold by debtor.

  • Represented Citibank N.A., Sucursal de Lima in loan to Cementos Lima S.A., guaranteed by floating lien on ment produced by debtor.

  • Represented Citibank N.A., Sucursal de Lima in connection with loan to Compañía Manufacturera de Vidrio Ltda. to purchase plant and equipment, guaranteed by same.

  • Represented First National Bank of Chicago in the enforcement of its mortgage security on a Panamanian flag vessel arrested by its crew in Peru.

  • As a representative transaction in the project finance area, Estudio Rosello represented Concesiones de Carreteras S.A. (Peruvian highway concessionaire) in connection with project finance transaction structured by Interbank, secured by pledge of tollroad receipts and rights to assign concession agreement in the event of default.

 

Venezuela
  • Represented Corporación Andina de Fomento, the underwriters regarding US$300,000,000 Bearer Bonds (2001).
  • Represented Corporación Andina de Fomento, the underwriters regarding US$225,000,000 Bearer Bonds (2000).
  • Represented the banks, Corporación Andina de Fomento, in a US$400,000,000 Credit Agreement (2000).
  • Represented the issuer, CA La Electricidad de Caracas regarding EUR$200,000,000 in aggregate principal amount (2000).
  • Represented Siderúrgica del Orinoco (Sidor) -Sidor and Consorcio Siderurgia Amazonia in the restructuring of debt for US$1 billion and US$365 million, respectively (2000).
  • Represented the underwriters, Corporación Andina de Fomento regarding US$200,000,000 Bearer Bonds (1999).
  • Represented the coordinator and leader, Envases Venezolanos S.A. of the issuance of up to 975,000,000 preferred shares of the company (1999).
  • Represented the underwriters, Consorcio Barr SA (Four Seasons Hotel) regarding US$25,000,000 Guaranteed Secured Notes (1999).
  • Represented the underwriters, Corporación Andina de Fomento regarding US$150,000,000 Bearer Bonds (1998).
  • Represented the issuer, Sudamtex de Venezuela, CA, SACA regarding 2,600,000 American Depositary Shares (1997).
  • Represented the underwriters, Pulp and Paper International Investments Limited regarding US$20,000,000 Bearer Bonds (1997).
  • Represented the issuer, CA Venezolana de Pulpa y Papel SACA (Venepal) regarding 5,043,000 American Depositary Shares (1996).
  • Represented the issuer, Vencemos Financial Corporation regarding US$20,000,000 Guaranteed Notes (1996).
  • Represented the issuer, Global Investment Financial Corporation regarding Guaranteed Notes exchangeable for ADSs of Sudamtex de Venezuela, CA SACA (1996).
  • Represented the underwriters, Investpaveca Tissue Trading AVA., regarding US$15,000,000 Guaranteed Notes, issued by the company (1993).
  • Represented the managers of Grupo Químico (CGQ) International NV regarding US$80,000,000 Guaranteed Notes (1993).
  • Represented the managers of The Republic of Venezuela regarding US$450,000,000 Global Medium Term Note Program (1993).
  • Represented the underwriters, The Republic of Venezuela regarding US$300,000,000 Treasury Notes (1993).
  • Represented the underwriters, The Republic of Venezuela regarding US$150,000,000 Treasury Notes (1993).
  • Represented the underwriters, The Republic of Venezuela regarding US$150,000,000 Bearer Bonds (1993).
  • Represented the issuer, Sudamtex Finance Corporation NV., regarding US$25,000,000 9.50% Guaranteed Notes (1992).
  • Represented the managers of Inversiones Internacionales CIMA, NV regarding US$75,000,000 Guaranteed Bearer Bonds (1992).
  • Represented the managers of CA Venezolana de Pulpa y Papel SACA. (Venepal) regarding 5,000,000 Global Depositary Shares (1992).