latin america - watson farley & williamslatin america is well known for its natural resources...

Latin America

Finance & investment

Maritime Energy Natural resources

Transport Real estate ICT

Corporate Finance Tax Dispute resolution

Employment Regulatory

London New York Paris Hamburg Munich Frankfurt

Milan Rome

Madrid Athens Singapore Bangkok Hong Kong

wfw.com

http://www.wfw.com/

http://www.wfw.com/

01 OUR APPROACH

Our approach

Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia and the USA.

We have the skills to manage a wide range of corporate and finance transactions, and disputes, and to provide our clients with the high quality advice they require. We have teams which are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders. We continually invest in developing our expertise and reputation in the sectors we know best: Finance & Investment, Maritime, Energy, Natural Resources, Transport, Real Estate and ICT. We establish candid, open relationships with our clients and take the time to understand their businesses. We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice.

02 OUR PRACTICE

Our practice

Watson, Farley & Williams Latin America

Watson, Farley & Williams’ experience in Latin America encompasses a broad range of legal disciplines and industry sectors. We have been active in the region for many years and offer high‑quality legal advice to clients who trade with, or own, finance, operate or supply projects based in, Latin America.

Actively working in a growing market Latin America is well known for its natural resources and successful energy, agriculture and manufacturing industries, which contribute to the region’s continued growth in significance to the world economy. Our sector focus in areas such as energy, natural resources, commodities and maritime helps us deliver relevant and commercial legal solutions to clients operating in Latin America. We have been successfully working in the region for many years and find that our skill in cross‑border techniques – in addition to our well‑positioned offices in New York, Madrid and London – allow us to offer effective advice across a number of legal disciplines, including corporate transactions, asset, project and trade financing and dispute resolution.

Commercial, collaborative approach It is our primary goal to meet our clientsʹ business objectives in a practical and efficient manner. In order to do this we take the time to understand not only their aims, but their businesses as a whole and the industries in which they operate. This allows us to offer pragmatic and value‑enhancing legal services. In addition to the skills and experience we offer from our international offices, we have a number of strong relationships with local counsel throughout Latin America – and particularly in countries where our sector focus allows us to be most effective. Our teams work seamlessly together to move projects and transactions forward. We carefully consider our clientsʹ needs in order to provide them with exactly the right team to meet their legal requirements, regardless of location.

Argentina

Bolivia

Selected experience

03 SELECTED EXPERIENCE

Credit Agricole CIB

Advising Credit Agricole CIB on a US$20m pre‑export finance facility to an Argentine grains producer.

Mariana Resources

Advising on Marianaʹs placements to raise £14m to develop its Las Calandrias gold discovery in southern Argentina.

Natixis

Acting for Natixis in relation to a US$13.6m loan to an Argentine shipowner. The loan will finance the acquisition of a product tanker.

Charter Plc

Advising the sellers in connection with the sale of 49% of the shares in certain South American welding and cutting businesses to Charter Plc for a consideration of approximately US$45.9m.

Mariana Resources

Advising on a strategic investment by AngloGold Ashanti Ltd to facilitate development of Mariana’s Las Calandrias gold‑silver project in Argentina.

Unión Fenosa

Advising Unión Fenosa on the sale of the Bolivian electricity transportation company Transportadora de Electricidad SA to Red Eléctrica Internacional SAU for a total of €86m.

Consumer Goods Acquisition

Advising a world‑leading consumer goods group on the acquisition of a majority shareholding in an Argentine company.

Brazil



Teekay

Advising on the ʺdropdownʺ of the ownership of an FPSO vessel operated by Petrobras in the Siri oil field off the coast of Brazil, from Teekay Corporation to its NYSE‑listed daughter company, Teekay Offshore Partners.

Teekay

Advising on the US$70m financing by DnB NOR Bank ASA and Fortis Capital Corporation of the purchase and conversion of a tanker. The tanker is to be bareboat chartered through Norway to Fronape/Transpetro, the ship operating arm of Petrobras.

Golar LNG

Advising Golar LNG in connection with their bid and assisting in the negotiations with Petrobras of the terms of the long‑term time charterparties and operating and service agreements in respect of two LNG floating storage and regasification vessels.

A Commodities Trader

Advising a commodities trader on a risk participation in a Brazilian A.C.C. facility advanced by the Brazilian branch of an international bank to a Brazilian sugar exporter.

DVB Bank SE

Advising DVB Bank SE on a US$21.5m standby letter of credit facility for UP Offshore Apoio Marítimo Ltd.

A French Bank

Advising a French bank on the export credit facility to a large Brazilian telecommunications company for the import of telecommunications equipment and services from a Belgium exporter, guaranteed by ONDD (the Belgian ECA).

A European Bank

Acting for a European Bank on a US$12m pre‑export financing (pre‑payment) for a Brazilian soya bean producer, secured on soya bean stocks.

Iron Ore Project

Acting as special advisor to a mining company – assisting its lawyers and trading team to put in place a contract for the supply of iron ore to a smelter in Brazil for the manufacture of steel.

Credit Agricole CIB

Advising Credit Agricole CIB on a US$30m syndicated facility to finance the export of sugar by a Brazilian sugar mill.

Suntechnics

Drafting of general business conditions and standard project agreements for the solar supply and construction business of various Suntechnics entities including subsidiaries in Brazil.

Credit Agricole CIB

Advising on a US$75m facility to Marubeni Corporation to finance a pre‑payment for oil products with the Brazilian producer Braskem SA. The facility involved limited recourse arrangements with Marubeni.

Time Charter Amendments

Advising in relation to amendments to existing time charter and operation and services agreements for operations in Brazil, including termination of two option agreements and related tax advice.

A Major French Bank

Acting in connection with the bank’s arrangement of a US$150m syndicated sugar hedge revolving overdraft facility for the financing of initial and variation margin calls and negative liquidation amounts on sugar hedging positions on ICE and LIFFE.

Chile

Colombia

Universal Gold Mining Corporation

Advising Universal Gold Mining Corporation on the sale of its interest in the Toldafria gold mining project in Colombia to Rio Novo Gold.

Unión Fenosa

Advising on the purchase of 70% shares in Electro‑Costa and 69% in Electri‑Caribe, both Colombian electricity generation and transportation companies, as well as renegotiation of syndicate loans with Citibank (US$290m).

Coal Mine

Advising a Colombian company in connection with the sale of its ownership interest in a Colombian coal mine to a US‑based investment fund.

Unión Fenosa

Advising Unión Fenosa on the US$226m public acquisition offer for 64% of EPSA, a Colombian electricity generation and transportation.

Herencia Resources

Advising on the acquisition of interests in the Iquique and Paguanta silver projects in northern Chile through the acquisition of Tarapaca Resources (Bermuda) Ltd and its subsidiaries.


Container Sale

Advising in connection with our clientʹs end‑of‑lease sale of 1,300 forty‑foot, high‑cube refrigerated containers to a subsidiary of a Chilean shipping company.

Wind Farm Project

Advising the project sponsor in connection with financing arrangements with a group of financial entities led by Groupo Santander in order to finance the construction, commissioning and operation of a 170 MW wind farm in Chile.

Energy Services Provider

Advising a major European energy services provider in the development of a 70 MW wood biomass co‑generation power plant in Chile.

BW Ventures

Acting for BW Ventures on a tender for the supply and operation of an FSRU and construction of a linked sub sea pipeline for Gas Atacama S.A. to be located at the Port of Mejillones, Chile.

Herencia Resources

Acting for Herencia Resources on a strategic investment by Nyrstar International BV and various placings to raise funds for development of its silver projects in Chile.

Cuba



A French Bank

Advising a French bank on a €33m pre‑export financing for a Cuban nickel producer.

A French Bank

Acting for a French bank on a letter of credit and cash collateral facility to finance the import of foodstuffs from the US to Cuba.

Debt Restructuring in the Hotels Sector

Advising on debt restructuring involving three separate facilities for entities in Cuba and a tailored mechanism for transferring rights and obligations in two stages instead of actual transfers of cash.

A French Bank

Advising a French bank on amending the loan and security documentation for a secured facility to Fintur, the Cuban state owned tourism authority.

International Oil Trader

Advising an international oil trader on a US$45m advance payment arrangement for the purchase of oil products from Cubametales/Cupet, the Cuban state oil producer.

Cruise Terminal

Advising the non‑Cuban partner on joint venture for the development and operation of a cruise terminal facility in Cuba.

Trafigura

Advising Trafigura in relation to a US$30m pre‑financing of fuel oil made to an Ecuadorian producer, structured as a sleeve with an Italian intermediary counterparty.

Unión Fenosa

Advising and representing Unión Fenosa on the public bidding process in Ecuador for the purchase of the distribution and electricity generation assets of EMELEC.

Unión Fenosa

Advising and representing Unión Fenosa on the public bidding process in Ecuador for the purchase of 51% of the capital of 17 electricity distribution companies in Ecuador.

Unión Fenosa

Advising and representing Unión Fenosa on the public bidding process in Ecuador for the construction of a hydraulic electricity generation plant in Paute.

Ecuador

Dominican Republic


Unión Fenosa

Advising Unión Fenosa on the development of two fuel‑fired power plants (PALAMARA and LA VEGA), including drafting, negotiation and execution of all project documents (EPC, PPA, FSA, O&M, etc).

Unión Fenosa

Advising Unión Fenosa on the development of a gas‑fuelled power project and a regasification plant in the Dominican Republic.

Unión Fenosa

Advising Unión Fenosa on the privatisation of a 50% stake in the Dominican electricity and distribution companies Empresa Distribuidora de Electricidad del Sur S.A. (EDESUR) and Empresa Distribuidora de Electricidad del Norte S.A.

Mexico



National Bank of Greece

Advising National Bank of Greece in taking security over a ship to be transferred to the Mexican flag.

AIG Global Real Estate

Advising AIG Global Real Estate in connection with the sale of interests in Mexican real estate.

HSH Nordbank

Advising on the restructuring of the financing of two A320 aircraft and advising on the leasing of the aircraft to Volaris (a Mexican Airline).

Seametric

Advising Seametric on the English law aspects of a joint venture with Blue Marine Technology Group and Grupo Hi Internacional of Mexico.

BTM Capital

Acting for BTM Capital as lender financing TMM Group, a Mexican borrower with ships used exclusively in Mexican waters, thus necessitating the use of the Mexican Guarantee Trust structure to secure the lenderʹs rights.

Cruise Ship

Advising a Mexican company on the acquisition of a cruise ship from Louis Cruises to operate the first Mexican‑run cruises in Mexico, mainly for Mexican holiday goers.

Unión Fenosa

Advising Unión Fenosa on the public tender for the construction of a 900 MW combined‑cycle power plant in Tuxpan, Mexico.

Commercial Aircraft Arbitration

Representing a European commercial aircraft leasing operator in an ICC international arbitration initiated against a Mexican commercial airline company for a claim amounting to US$20m.

Unión Fenosa

Advising Unión Fenosa on the public tender for a B.O.O.T. Project (build, own, operate and transfer) of a desalinisation water plant in Mexico.

Highway Construction

Advising the lenders on the financing of the project for the construction and exploitation of the Poetas highway in Mexico, developed by OHL Concesiones.

BBVA

Advising the lenders, led by BBVA, on the financing of the project for the construction and use of the Autopista Urbana del Notre highway in Mexico, developed by OHL Concesiones.

Unión Fenosa

Advising Unión Fenosa on a B.O.O.M project (build, own, operate and maintain) in relation to a combined cycle power plant in Hermosillo, Mexico.


Advising the lenders on the financing of a project for the construction and use of the Segundo Piso Luis Cabrera highway in Mexico.

Metals Borrowing Base Facility

Advising a syndicate of banks led by a French bank on a US$270m borrowing base facility to a Mexican metals trader, secured on metals and metals concentrates in Mexico.

Saudi Arabian Financial Institution

Advising a leading Saudi Arabian financial institution on the provision of trade finance facilities (as an Islamic financing transaction) to a Mexican sugar producer, structured on a murabaha basis.

Energy Services Provider

Advising a major European energy services provider on the development and financing of the first public‑private partnership (PPP) in Mexico for the construction and management of a regional public hospital.


Paraguay

International Finance Corporation

Advising International Finance Corporation on the financing of 210 barges and pushboats bareboat registered into Paraguay.

Peru

An International Metals Trader

Advising an international metals trader as lender on a pre‑export financing secured on metals stocks in Peru.

BNP Paribas and Natixis

Advising a syndicate of banks led by BNP Paribas and Natixis on a US$80m borrowing base facility to Consevico Minero, a subsidiary of Trafigura, secured on metals stocks in Peru.


Advising the lenders on the financing of the project for the construction and use of the Autopista del Notre highway in Peru, developed by OHL Concesiones.

Affiliate Transaction

Advising the lender on the corporate financing of the Peruvian affiliate of Abengoa.

International Consolidated Minerals Limited (ICML)

Advising the administrators of ICML – owner of mining projects in Peru – regarding an investigation into the sale of assets belonging to ICML in a pre‑pack administration.

Puma Energy

Advising Puma Energy on various joint ventures to build, own and operate oil storage facilities together with supporting through‑put arrangements and related financing in Paraguay and Brazil, as well as Honduras.



Uruguay

Unión Fenosa

Representing Unión Fenosa in the purchase of Sempra Energy Inc’s 51% indirect shares in Conecta S.A, the distribution company which constructs and manages the entire Uruguayan gas distribution network, with the exception of the city of Montevideo.

Deutsche Schiffsbank Aktiengesellschaft

Advising on the financing of the purchase of the VLCC HERO I to operate under a contract of affreightment with PDVSA for the transportation of crude oil from Venezuela in conjunction with a pre‑existing financing.

Lloyds Banking Group

Advising in relation to a loan facility made available to a company within the Maroil group to refinance a vessel registered with a bareboat registration in Venezuela, where the vessel is on time charter to PDVSA.

A Spanish Utility

Advising a Spanish utility on a joint venture with a US energy company for the development of a liquefaction project in Venezuela and a regasification terminal in the Caribbean.

A Pharmaceutical Group

Assisting a European pharmaceutical group in the reorganisation of the governance of its Venezuelan subsidiary.

A Waste Management Group

Advising a European group, a worldwide leader in waste management, on the acquisition of a majority shareholding in a concessionary company of the local public services of a Venezuelan municipality.

Venezuela

Corporate Finance

Advising the lender on the corporate financing of Teyma Uruguay, the Uruguayan affiliate of Abengoa.

Wind Farm Construction

Advising the sponsor on the financing, by a group of financial entities led by Banco Santander, of the project for the construction, commissioning and use of three wind farms (capacity 90 MW) in the department of Pintado, Uruguay.

Central America

11 CENTRAL AMERICA

Our work in Latin America often involves transactions and projects which cross into neighbouring countries in South and Central America. As such, our experience in these regions has developed alongside that in Latin America. As well as helping clients deliver their business objectives on the ground, we regularly work with entities incorporated in these jurisdictions on projects and transactions outside of the region.

Unión Fenosa

Advising Unión Fenosa in the privatisation of an 80% stake of the Guatemalan electricity distribution companies Distribuidora de Electricidad de Oriente S.A. (DEORSA) and Distribuidora de Electricidad de Occidente S.A. (DEOCSA).

Unión Fenosa

Advising Unión Fenosa in the privatisation of a 51% stake of the Panamanian electricity distribution companies Empresa Distribución Eléctrica Metro‑Oeste S.A. (EDEMET) and Empresa de Distribución Eléctrica Chiriqui S.A (EDECHI).

New World Oil and Gas

Advising New World Oil and Gas on its admission to AIM as an investment company, its readmission to AIM as an operating oil & gas company and a series of placings to raise £23m to develop its oil and gas exploitation interests in Belize.

Belize Guatemala

Nicaragua Panama

Panamanian Flagged Ships

Advising in respect of maritime law and other legal matters involving various Panamanian flagged ships.

Nicaraguan Gold Mine

Advising a US‑listed company on its proposed purchase of an operating gold mine in Nicaragua.

Reputation

12 REPUTATION

ʺWFW, as our trusted and long term legal advisers, helped us steer the transaction to a successful and speedy conclusion...ʺDirector of Mariana, a mining company with projects in Latin America

ʺA very down‑to‑earth and approachable law firm with lawyers who have a thorough understanding of what banks need.ʺChambers Global 2012

ʺThis firm has a global presence and deals heavily in trade financing in Africa, Asia and South America.ʺChambers UK 2012

Ranked in the top 20 in the Latin America Legal Adviser Category.Dealogic Tables 2011

ʺDescribed by clients as pleasant, patient and able to pick things up very quickly.ʺChambers Global 2012


ʺSources say: ʹWe tend to use them for slightly more complex matters, as we feel that they have a broader international networkʹ.ʺChambers Global 2012

13 OUR OFFICES

Our offices

UK

London

15 Appold Street London EC2A 2HB

Tel: +44 20 7814 8000 Fax: +44 20 7814 8141

USA

New York

1133 Avenue of the Americas New York, NY 10036

Tel: +1 212 922 2200 Fax: +1 212 922 1512

Germany

Hamburg

Jungfernstieg 51 20354 Hamburg

Tel: +49 40 800 084 0 Fax: +49 40 800 084 410

Munich

Gewürzmühlstraße 11 80538 Munich

Tel: +49 89 237086 0 Fax: +49 89 237086 222

Frankfurt

Ulmenstraße 37‑39 60325 Frankfurt am Main

Tel: +49 69 297 291 0 Fax: +49 69 770 75800

France

Paris

26, avenue des Champs‑Elysées 75008 Paris

Tel: +33 156 88 21 21 Fax: +33 156 88 21 20

Italy

Rome

Piazza Navona, 49 2nd Floor int 2/3 00186 Rome

Tel: +39 06 68 40 581 Fax: +39 06 68 89 2717

Milan

Piazza del Carmine 4 20121 Milan

Tel: +39 02 721 70 71 Fax: +39 02 721 70 720

14 OUR OFFICES

Spain

Madrid

Maria de Molina, 4 28006 Madrid

Tel: +34 91 515 6300 Fax: +34 91 563 1630

Greece

Athens

6th Floor, Building B, 348 Syngrou Avenue, Kallithea 176‐74, Athens

Tel: +30 21 0455 7300 Fax: +30 21 0459 4004

Singapore

Singapore

6 Battery Road #28‑00 Singapore 049909

Tel: +65 6532 5335 Fax: +65 6532 5454

Thailand

Bangkok

Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok 10330

Tel: +66 2 665 7800 Fax: +66 2 665 7888

China

Hong Kong

Units 1703‑1707 One Pacific Place 88 Queensway Hong Kong

Tel: +852 2168‑6700 Fax: +852 2918‑9777

100‑000‑1494 LON KW KW 29/11/2013

All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a ‘partner’ means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This brochure is produced by Watson, Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson, Farley & Williams. None of Watson, Farley & Williams (New York) LLP, its partners or employees, nor any citizens, residents or permanent resident aliens of the United States were involved in transactions based in Cuba. This publication constitutes attorney advertising.

© Watson, Farley & Williams 2013


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