FIRM BRIEFINGS INTERNATIONAL FIRMS Norton Rose Latin America
2012 Firm Overview Key jurisdictions
Argentina, Chile, Cuba, Dominican Republic, Ecuador, Haiti, Jamaica, Mexico, Nicaragua, Peru, Uruguay, Venezuela
Key offices Caracas, Bogotá
Most active disciplines
Disputes: Financial and corporate, Tax Financial and corporate: Banking, Commodities trading and energy derivatives, Equipment/asset finance, Funds, M&A, Private equity, Project finance Public: Competition, Construction, Environmental, Land, Projects, Regulatory Tax: Corporate tax, Indirect tax, Transfer pricing
Key energy sectors Oil & Gas, Electricity, Renewables, Power Distribution
Key infrastructure sectors Ports & Shipping , Roads, Mining, Airports
Key partners
Leopold Olavirria, Luis Carlos Neira Mejia, Elisabeth Eljuri, Jorge Neher, Hernan Rodriguez, Sergio Casinelli, Carlos Fernandez
Norton Rose Latin America has cultivated a reputation for expertise in cross-border work in the region. The firm’s Bogotá office initially opened because of the large amount of cross-border work from its main office in Caracas. Lead partner Leopold Olavirria said the firm must continually keep abreast of the situation both where the transaction is taking place and where the client comes from, describing some Latin American jurisdictions, such as Peru, Mexico and Chile as being friend- lier than others like Venezuela and Bolivia. In 2012, the firm acted for Exterran in the negotiation and execution
of an asset transfer stemming from a 2009 Venezuelan law reserving goods and services of primary hydrocarbon activity to the state. The closing date was August 2012, though the value of the transfer remains confidential. Norton Rose did similar work for the Williams corpora- tions connected to their Venezuelan assets. Another highlight was the representation by Sergio Casinelli and
Carlos Fernandez of Toyo Engineering Corporation, a Japanese com- pany, in negotiation and execution of a contract for a refinery expansion in Venezuela. The consortium also included an Italian company, Foster Wheeler Italiana, and Y&V Ingeniería y Construcción. Due to indi- vidual and joint liability issues, the firm spent a great deal of time laying out the responsibility for each member of the consortium to match their liability. The deal closed July 2012; due to Venezuelan currency laws, the partners had to remain mindful that the transaction included both local and international currencies, raising the cost of the deal if there were any unforeseen delays.
Among large multinational law firms, Paul Hastings has carved out a niche for itself as one of the most active firms in Latin American secu- rities offerings and loans, many of them involving energy or infrastruc- ture clients on one end of a deal or another. Partners Mike Fitzgerald and Taisa Markus represented TAESA, a
subsidiary of Brazilian electricity transmission firm CEMIG, in a $876 million “re-IPO” on the Brazilian Stock Exchange, undertaken pur- suant to Rule 144A/Regulation S. The firm characterises this deal as a notable success given its context – a tumultuous Brazilian equity market in 2012, where TAESA had to abort nearly all the deals it lined up. The firm represented Citi and Morgan Stanley in a $151 million
loan to Telefonica Celular del Paraguay, a subsidiary of Swedish telecommunications leader Millicom, in a transaction marking the firm’s second deal with Millicom in Latin America (the first was a sim- ilar deal in 2010). The loan facilitated the purchase of Cablevision’s Paraguay assets from Grupo Clarin, with Millicom providing the ac- quisition loan. Fitzgerald and Joy Gallup represented Grupo Petrotemex, a sub-
sidiary of Mexican petrochemical firm Alpek, in a cash tender offer for $275 million, along with a consent solicitation to amend Petrotemex’s 2009 issuance of 9.5% senior notes due 2014. Even when not related strictly to energy or infrastructure, the firm’s
considerable securities and corporate finance capabilities should impress prospective clients. Fitzgerald and Arturo Carrillo took the lead in rep- resenting Credit Suisse, Citi, and Morgan Stanley as initial purchasers in relation to Grupo Sanborns’ Rule 144A and Regulation S IPO, ex- ecuted on the Mexican Stock Exchange. This IPO, which netted roughly $950 million, stands as the largest IPO in Latin America so far in 2013 as well as the second largest equity offering, after Fibra Uno’s $1.8 billion offering. Paul Hastings also served as underwriters’ counsel on both deals. Fitzgerald and Carrillo also provided counsel to Santander, Credit Suisse, and Evercore concerning Fibra Uno’s $1.75 billion follow-on equity offering. This was the third equity offering by Fibra. In a period of less than two years, the entity has issued nearly $3 billion in equity.
Paul Hastings Janofsky & Walker
2012 Firm Overview Active jurisdictions
Brazil, Chile, Mexico, Paraguay, Peru
Key offices Atlanta, Beijing, Brussels, Chicago, Frankfurt, Hong Kong, Houston, London, Los Angeles, Milan, New York, Orange County, Palo Alto, Paris, San Diego, San Francisco, Seoul, Shanghai, Tokyo, Washington
Most active disciplines Financial and corporate: Investment funds, M&A, Project finance
Key energy sectors Power networks and distribution, Traditional power
Key infrastructure sectors Housing
Law capability US
Key partners Mike Fitzgerald, Joy Gallup
ENERGY & INFRASTRUCTURE | LATIN AMERICA 2013 19
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