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Overview | Representative Central and South American Projects
Overview
Vinson & Elkins' legal experience and the personal relationships of our lawyers with Latin American business people and other professionals offer significant benefits to our clients. Firm lawyers have worked in Mexico and every Central and South American country. In addition to representing U.S. clients investing throughout the world, Vinson & Elkins lawyers have devoted substantial efforts in serving non-U.S. clients in the United States and abroad.
Our lawyers have worked in virtually every country in the world. Many of our lawyers are competent in several languages as well as in the cultural aspects of living and conducting business outside the United States. Our experience includes structuring and financing a variety of projects; negotiation of mergers, acquisitions, joint ventures, and strategic alliances; offerings of securities, publicly and privately, in the developed capital markets as well as emerging markets; representation of lenders, borrowers, and investment advisors; international tax planning; dispute resolution and litigation, and protection of intellectual property rights in multiple jurisdictions. Our lawyers work closely both with our lawyers in other offices as well as with local lawyers in foreign jurisdictions to accomplish our clients' objectives.
Our experience in Latin American countries includes energy, broadcast media, transportation, high technology, healthcare and hospitals, consumer product manufacturing and distribution, foods and agriculture, intellectual property, project finance and development, real estate construction, securities, and telecommunications.
Representative Central and South American Projects
The following are some illustrative engagements in which lawyers in our firm have represented or are representing clients in Latin America, excluding almost all of our extensive project finance and energy activities in that region: - sponsors and investors in the formation and financing of private equity funds to invest in Latin American businesses and to engage in investment banking activities in Latin America.
- a media concern in the acquisition of marketing rights to one of Brazil's most popular sports teams.
- a multinational corporation in the restructuring of a publicly traded Venezuelan appliance manufacturer and the subsequent private sale of its 40% equity interest in that manufacturer.
- a private equity fund in its asset acquisition of a seed producer in Chile.
- a private equity fund in its unsuccessful bid to acquire a package of publicly traded and private food production, processing and distribution companies in Argentina, Brazil and Venezuela.
- a joint venture entity in its stock sale of the third largest cable television company in Argentina to the largest cable television company in Argentina.
- an international food company in its acquisition of tuna supply and processing operations in Ecuador, Canada and Australia.
- sponsors and investors in the formation and financing of merchant banks to seek mandates for financing and acquisition transactions for Latin American businesses, including merchant banks focused specifically on the southern cone, Mexico or Brazil.
- a U.S. healthcare management company and affiliated Mexican, Costa Rican and Brazilian operating companies in the development, financing and operation of private, for-profit hospitals and clinics in Mexico, Costa Rica and Brazil. Our representation includes negotiation of joint ventures and management services agreements, mortgage financing of the Mexican facilities, equipment financing, bank and capital-market financings in the U.S. and Latin America, intellectual property protection, corporate structure and governance, and tax planning. These long-term projects have involved secured and unsecured financings from money center and local banks as well as from institutions such as the International Finance Corporation. Equity financings include negotiations with and fundings from private equity funds, investment banks and related equity sources, individuals, national development banks, and national and state governments.
- a private equity fund in its stock acquisition of a billboard company in Argentina, and that company in its stock and asset acquisitions of other billboard companies in Argentina and mobile billboard advertising companies in Chile, Peru and Uruguay.
- a broadcast media company in its stock and asset acquisitions, operation, and financing of cable television companies in Venezuela.
- a private equity fund in its formation of a joint venture with cable television operators, and the joint venture entity in its stock acquisitions, operation, and debt and equity financing of over 35 cable television and MMDS systems in several cities in Argentina.
- a large, U.S. broadcast media company in its contract to acquire half of the largest radio company in Mexico through trust and direct ownership structures, as well as the subsequent termination of that contract and International Chamber of Commerce arbitration of related issues.
- a broadcast media joint venture in its acquisition of an Argentina company that produces and provides satellite distribution of cable television programming and also operates several cable television channels.
- a private equity fund in its unsuccessful efforts to restructure the debt of, and acquire out of bankruptcy, a Mexican autobus manufacturer. This project intimately involved our lawyers in the complexities of bankruptcy and workout laws and practices in Mexico.
- a Mexican telecommunications company in its joint venture with a U.S.-based multinational company to provide hand-held satellite wireless communication in Mexico and other Latin American countries, as well as the private equity financing of the company in U.S. capital markets.
- a prominent U.S. real estate developer in the formation and activities of a joint venture with a Mexican real estate developer focused on construction and management of office buildings and multi-family dwellings.
- an international energy company in connection with its successful bid and purchase of a majority interest in two Brazilian entities that have the exclusive concession for the distribution of piped gas in the state of Rio de Janeiro. Our representation included rendering advice with respect to financing, the development of and due diligence concerning the bid, and the structuring, negotiation, and documentation of relationships among the consortium members.
- a private equity fund in acquiring a substantial minority interest in a large Mexican broadcast media company operating Direct Broadcast Satellite, MMDS, and radio systems.
- a U.S. company that was the lead participant in a consortium which was the winning bidder, in connection with the privatization of Transportadora del Gas del Sur, S.A., the owner of the southern half of the natural gas transportation system formerly controlled by Argentina's state-owned natural gas company, Gas del Estado. We advised our U.S. client with respect to financing matters and negotiated and prepared the various financing documents and the agreements among the consortium members governing the bid process and their co-ownership arrangements.
- a private equity fund in acquiring control of a Mexican specialty glass and bottle manufacturer.
- a consortium of investment funds in their private purchase of stock in Mexico's largest commercial insurance company to fund an acquisition of another insurance company.
- a U.S. private equity fund in forming a consortium with a Mexican manufacturing concern, Japanese industrial and investment concerns, and a Venezuelan company in an unsuccessful bid on the privatization of Venezuela's national steel company.
- the holding company owning all the nongovernment interests in connection with its acquisition and financing of a major interest in MetroGas S.A., the largest gas distribution company in Argentina. This work included structuring, negotiating, and documenting a bridge loan funded by a group of international banks, a private placement of equity, and a $130 million Eurobond offering.
- the buyer in its acquisition of a subsidiary of a major company that owned refining, marketing, and transportation assets (including a major Louisiana refinery), for a total consideration of approximately $1 billion. We also represented this corporation in its sale of a 50% interest in its subsidiary (including the refinery) to a subsidiary of Petroleos de Venezuela, S.A. for consideration of $290 million plus $100 million of subordinated debt, including the negotiation of a long-term crude oil sale and purchase agreement, a long-term gasoline supply agreement, and the sale of its remaining 50% interest in the subsidiary for approximately $670 million.
- a U.S. energy developer in the creation, spinoff, and US$240 million initial public offering of limited liability company interests in an international infrastructure company. The newly formed limited liability company initially acquired interests in power plant and pipeline projects in Argentina, Guatemala, and the Philippines and entered into an agreement to purchase certain projects from the developer in the future. This offering created one of the first limited liability companies to be listed on the New York Stock Exchange and allowed the developer to monetize a significant portion of its investment in the underlying power plant and pipeline projects.
- an international energy company in relation to the acquisition by a subsidiary of that company of the entire issued share capital of a company holding substantial direct and indirect interests in seven regional gas distribution companies in Brazil.
- a client pursuing the joint venture development of a cement plant in Ecuador.
- a major Scottish company in connection with its acquisition of the worldwide industrial pump manufacturing division of a major U.S. company. This transaction involved the due diligence review of and the structuring and consummation of the acquisition of significant facilities in the U.S., England, Chile, Brazil, South Africa, France, the Netherlands, and Australia, and required coordination of local counsel in each of these jurisdictions.
- investment banks advising and opining as to fairness on a U.S. public company's acquisition of five related plastics companies.
- a merchant bank in its negotiations to finance a sugar refining company.
- a major U.S. telecommunications company in connection with telephone privatization projects in several South American countries and the acquisition of an interest in a major cellular telephone company in Mexico. The Mexico transaction involved an investment of over $1 billion and is the largest private investment made to date in Mexico.
- a U.S. merchant banking firm in its investment in a Mexico venture formed to enter the SMR wireless telephone business in Mexico.
- a Washington-based merchant bank in various public and private acquisition activities. Recent transactions include their acquisition of an interest in one of the most significant developers of cellular telephone software, in related telecommunications investments in the U.S. and Mexico, and in acquiring a portfolio of hotel properties.
- one of Mexico's largest corporations in the first-ever hostile tender offer by a Mexican company for a U.S. company, its global equity offering and listing of American Depositary Shares on the NYSE, its joint venture with a U.S. appliance manufacturer, and its acquisitions of several privately-held U.S. companies.
- a U.S. bank in financing the formation of a U.S. refinery joint venture between PEMEX and a major international oil company.
- a U.S multinational oil company in gasoline station and other joint ventures in Latin America.
- various U.S. companies in establishing maquiladora operations in Mexico.
- a large U.S.-based produce company in structuring its U.S. and Mexico agricultural operations.
- a private U.S. investor in the acquisition of land for development of a resort project in Cabo San Lucas, Baja California.
- a U.S. Regional Bell Operating Company in connection with the negotiation and formation of a joint venture with a Venezuelan entity to bid for cellular telephone licenses in Venezuela.
- Latin American clients in U.S. real estate transactions and U.S. and European clients in Latin American real estate transactions in retail, hospitality, office, and housing projects.
- U.S. television and film production companies in preparing location, performance, and other releases and negotiating other contracts in connection with the making of documentary and commercial films in Mexico.
- a number of businesses and professional firms in litigation and dispute resolution involving Latin American laws, courts, or arbitral bodies, in proceedings conducted in Latin America, the United States, and Europe.
- a large technology company in restructuring its Latin American distribution system.
- a company on various matters in connection with its joint venture with a Mexican transportation company in owning and operating a railroad in Texas and another leg of the NAFTA Railway in Mexico, comprising strategically interconnected railroads that run from Canada to Mexico City.
- several companies in litigation against a Mexican tequila manufacturer, which contends that our clients' merger violated anti-assignment provisions of distribution agreements and rights to sell the tequila in North America.
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