IFLR Americas Awards 2020: winners announced
IFLR is delighted to announce the winning deals, teams and law firms for the 2020 Americas awards
IFLR is delighted to announce the winning deals, teams and law firms for the 2020 Americas awards and to offer our congratulations.
This announcement follows months of research by the team and careful deliberation by the editors and IFLR journalists that make up the internal judging panel.
The IFLR awards recognise legal innovation in cross-border transactions. To be considered, all deals must have closed in 2019 and must meet the specific criteria to be categorised as cross-border and as Americas. We do not include signed or announced deals.
Given the enormously difficult environment due to Covid-19 we are unable to host an awards ceremony this year to recognise the work highlighted below. We do however believe that it is as important as ever to recognise the achievements, the legal ingenuity and potential for innovation that the market will depend on going forward.
Please also listen to our first ever IFLR Americas awards podcast, where we discuss some of the key themes from the research and reveal the winning deals and international firms.
Please note: we will be releasing a series of podcasts covering all the IFLR awards, including interviews with some of the individual award recipients. To find out more about taking part in a podcast to talk about your work please contact:
Chris Edouard for North America: firstname.lastname@example.org
Alexandra Strick or Latin America: email@example.com
Congratulations to all the winners.
Contribution to regulatory reform
Christopher Giancarlo - Willkie Farr & Gallagher
Christopher (Chris) Giancarlo was the 13th chairman of the United States Commodity Futures Trading Commission (CFTC), the body that regulates futures, options and swaps derivatives markets. He was nominated as a CFTC commissioner in 2013 by President Barack Obama and held the chairmanship from 2017 - 19.
Giancarlo has been given the moniker ‘Crypto Dad’ and one of his biggest legacies has been as a thought leader in developing cryptocurrency and blockchain market regulation. He has championed digitisation of the US dollar and has launched the non-profit Digital Dollar Foundation to work on issues surrounding the conversion of the US dollar into a cryptocurrency based on blockchain.
Giancarlo has had successful careers as a private practice lawyer, businessman, and in public service and policy development.
He was a founding board member of the Wholesale Markets Brokers Association, chair of three Swap Execution Facilities annual conferences and a member of the Leadership Board of the Center for Capital Markets Competitiveness (US Chamber of Commerce). He was also a founding editor of eSecurities, Trading and Regulation on the Internet. Giancarlo has testified in Congress three times over the implementation of the Dodd-Frank Act.
During his tenure of the CFTC, Giancarlo navigated complex cross-border issues, key to global financial stability, relating to derivatives trading and clearing houses.
Outstanding achievement award
Paul Volcker (1927-2019)
Paul Volcker, the father of the Volcker Rule, is best known for his committed work during two financial crises: the inflation crisis of the 1970s and 80s and the 2008 financial crisis.
From a financial regulatory perspective, arguably his biggest legacy was the Volcker Rule, which was implemented in 2015 to prevent banks from engaging in certain speculative investment activities using customer accounts. The Volcker Rule regulations were first announced in 2010 while Volcker was serving as an economic advisor to President Barack Obama and leading the President's Economic Recovery Advisory Board.
Volcker also had a lucrative career on Wall Street, which began in Chase Manhattan Bank and culminated in the chairmanship of New York corporate advisory and investment firm Wolfensohn & Co.
However, it is his role as an economist and in public service that was most striking. The UK’s Guardian newspaper described him as ‘the most eminent financial statesman of his generation’. Volcker was chairman of the Federal Reserve under presidents Jimmy Carter and Ronald Reagan (1979 - 87), and in that capacity he dramatically raised the Fed funds rate to its highest point to tame inflation.
Volcker chaired multiple organisations that have shaped financial regulation and set a benchmark for integrity and public responsibility. He established the Volcker Alliance in 2013.
FIRMS OF THE YEAR
Americas law firm of the year
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb is the 2020 Americas law firm of the year. The firm appears across the categories and over 2019 left a deep impression on the transactional landscape across Latin America and the US. The firm is on 13 shortlisted transactions and shortlisted for eight team awards, with wins for its M&A and restructuring practices. Highlights include its sovereign or quasi-sovereign work for with the Republic of Argentina, Republic of Chile and entities including Petrobras, Pemex and Cemex. The firm had a key role in the winning restructuring of Constellation Oil Services and led on multiple novel private deals.
DEALS OF THE YEAR
Debt and equity-linked
Morgan Stanley SOFR-linked notes
These are the first SEC-registered secured overnight financing rate (SOFR)-notes by a US global systemically important bank (G-SIB). They were the fifth SOFR notes offering by a US bank but developed and introduced a new structure that deviates from previous deals and may set a market precedent. The notes bear interest by reference to SOFR, compounded daily over each quarterly interest payment period, using compounding mechanics based on those published by the International Swaps and Derivatives Association (Isda). The waterfall of benchmark replacements and related adjustments that would apply in a discontinuation of SOFR are based on the Alternative Reference Rates Committee’s (ARRC) recommended fallback language.
Davis Polk & Wardwell - Morgan Stanley
Sidley Austin - Agent
XP Inc IPO
This is the Nasdaq IPO by São Paulo-based XP, a tech-driven financial services platform and provider of financial products and services. The challenges and innovations were numerous. XP Inc is a foreign holding company that owns a bank, a brokerage firm, asset managers and a health insurance company in Brazil, and offers access to over 600 investment products. It is under heavy regulatory scrutiny and represents the most diverse Brazilian financial company ever listed abroad. XP controlled the underwriting process, raising novel questions concerning the dynamics of an issuer also acting as lead underwriter. Further challenges included crafting a governance structure to accommodate Itau Group’s shareholding in XP and accommodating a large cornerstone investment.
Barbosa Müssnich & Aragão - XP
Davis Polk & Wardwell - XP
Lefosse Advogados - Underwriters
Maples Group - Selling shareholders
Mattos Filho Veiga Filho Marrey Jr e Quiroga Advogados - General Atlantic
Paul Weiss Rifkind Wharton & Garrison - General Atlantic
Trindade Advogados - Dyna Fund
Skadden Arps Slate Meagher & Flom - Goldman Sachs, JP Morgan, Morgan Stanley, XP Investimentos, Itau BBA, BofA Securities, Citi, Credit Suisse, and UBS Investment Bank (underwriters)
Brookfield Business Partners / Johnson Controls Power Solutions Business financing
This high yield (HY) offering was part of a complex committed financing package for a leveraged buyout. A significant percentage of the target’s Ebitda was generated outside the US. Given the transaction size and the unstable market, the offering needed credit support from outside the US. This was the first HY deal that used proposed US tax changes to expand the scope of the collateral and guarantee package to include non-US subsidiaries. The tax changes were at a ‘proposed’ stage, so the structure included provisions to unwind the credit support if the tax rules changed. The deal also accommodated JV structures in the target business and a complex intercreditor.
Baker McKenzie - Brookfield Business Partners
Davis Polk & Wardwell - Brookfield Business Partners and Clarios
Latham & Watkins - Initial purchasers
McCarthy Tétrault - Initial purchasers
Torys - Brookfield Business Partners
Aeropuertos Argentina 2000
The AA2000 loan had an innovative structure that worked with national tax and regulatory requirements while imitating syndicated loan dynamics. The deal was designed as a club financing and segmented into separate onshore and offshore facilities, with the different security documents under an intercreditor. Both segments shared a common guarantee based on the freight charges collected by AA2000, which operates 35 airports in Argentina. The structure replicated the cooperative nature of a syndicated loan. The deal navigated challenging regulatory considerations and had to pre-empt potential future foreign exchange controls. It also found a novel solution to accommodate negative pledges and guarantees granted by AA2000 under existing notes.
Bomchil - Aeropuertos Argentina 2000
Estudio Beccar Varela - Citibank (administrative agent and onshore collateral agent)
Greenberg Traurig - Aeropuertos Argentina 2000
Hinckley Allen - Citibank
Linklaters - Citibank, Industrial and Commercial Bank of China, Banco de Galicia y Buenos Aires and Banco Santander Río
Marval O'Farrell Mairal - Citibank, Industrial and Commercial Bank of China, Banco de Galicia y Buenos Aires and Banco Santander Río
Engie and Caisse de Dépôt et Placement du Québec / Transportadora Associada de Gás (TAG)
This was an extraordinary transaction on many levels that culminated in the Engie-led consortium acquiring equity ownership of and establishing an industrial partnership with TAG. The deal started in early 2018 as a Petrobras-run auction. It evolved into a protracted two-step process guided by specific rules and procedures applicable to the sale of Brazilian state-owned entities generally and Petrobras assets specifically. The deal was scrutinised in two separate court processes, the second resolved by a historic Supreme Court decision which set the framework for future privatisations. The documents were renegotiated after the first injunction was lifted and released to the other bidders. The deal also resolved uniquely complex financing and related party issues.
Barbosa Mussnich Aragão - Engie
Jones Day - Engie (Aliança Transportadora de Gás Participações, Engie Brasil Energia and GDF International)
Machado Meyer Sendacz e Opice Advogados - Petrobras
Schmidt Valois Miranda Ferreira Agel - Engie (Aliança Transportadora de Gás Participações, Engie Brasil Energia and GDF International)
Stocche Forbes Advogados - Engie (Aliança Transportadora de Gás Participações, Engie Brasil Energia and GDF International)
Tauil & Chequer Advogados - Mayer Brown - CDPQ
Brookfield Infrastructure and GIC / Genesee & Wyoming
This is a complex cross-border acquisition involving close coordination with local operators, heavy regulatory oversight from government authorities in multiple jurisdictions, and a concurrent divestiture of G&W’s interest in an Australian rail business in order to obtain Australian competition approval. The coordination of regulatory approvals and pending consummation of the Australian divestiture required an innovative approach to manage funding and timing issues. The nature of the Australian divestiture created a level of deal uncertainty that had to be accommodated alongside the involvement of the US Surface Transportation Board (STB), with no precedent of a consortium PE acquisition in the sector. The financing and management incentive issues were also particularly complex.
Addleshaw Goddard - Genesee & Wyoming
Allens Clark Hill - Genesee & Wyoming
Davis Polk & Wardwell - Lenders
Gilbert + Tobin - Consortium
Macfarlanes - Genesee & Wyoming
McCarthy Tétrault - Consortium
Sidley Austin - GIC
Simpson Thacher & Bartlett - Genesee & Wyoming
Steptoe & Johnson - Consortium
Stikeman Elliott - Genesee & Wyoming
Sullivan & Cromwell - Morgan Stanley (financial adviser to Genesee & Wyoming)
Torys - Brookfield
Wachtell Lipton Rosen & Katz - Genesee & Wyoming Board
White & Case - Consortium (Brookfield Infrastructure and GIC Private) and Brookfield
Infrastructure’s institutional partners
Fruta del Norte
The financing package for the Fruta del Norte mine project in Ecuador, with innovative investment instruments and different kinds of structured products, is unique. An unprecedented combination pieced together over three years involved multiple equity investments, an intercompany debt package, a prepay arrangement, goldstream financing, and an agency financing. It reached over $1 billion and represents one of the very first projects in Ecuador. The innovations derived from the need to multi-source fund the project. The financing navigated a lot of unchartered territory under Ecuador’s laws on collateral tranches, asset pledges and trusts, as well as central bank and securities regulations and how the different pieces could be defined.
Blakes Cassels & Graydon - Newcrest
Bustamante & Bustamante - Lenders
Davies Ward Phillips & Vineberg - Blackstone Tactical Opportunities
Flor & Hurtado - Bank Of Nova Scotia, Caterpillar Financial Services, Ing Capital, Kfw Ipex-Bank, Natixis, SGAmericas Securities and Bank of Montreal
Lexim Abogados - Lundin Gold / Aurelian Ecuador
Milbank - Bank of Nova Scotia, Caterpillar Financial Services, ING Capital, KFW Ipex Bank, Natixis, Société Générale, Bank of Montreal and Finnvera
Norton Rose Fulbright - Lundin Gold / Aurelian Ecuador
Pérez Bustamante & Ponce - Orion Resource Partners
Shearman & Sterling - Orion Resource Partners and Blackstone Tactical Opportunities
Stikeman Elliott - Lenders
Torys - Orion Mine Finance
Constellation Oil Services
Constellation filed for RJ in Brazil with one of the first a pre-arranged restructuring plans filed by a debtor with a diverse capital structure. The restructuring was also implemented through ancillary proceedings in the US (Chapter 15) and the BVI. Constellation’s debt structure included secured and unsecured notes, project finance and working capital loans. The project lenders alone were secured by different sets of collateral comprising commercial banks, ECAs, and institutional investors who purchased their loans in the secondary market. The case resulted in $100 million in new money provided at closing, one of the first instances of foreign lenders receiving ‘adequate protection’-type assurances and substantive changes in the governance structure.
Barbosa Mussnich Aragão - Certain shareholders
Cascione Pulino Boulos Advogados - Pimco
Cleary Gottlieb Steen & Hamilton - Ad hoc group of project lenders
Debevoise & Plimpton - Certain shareholders
Dechert - Pimco
E Munhoz Advogados - Ad Hoc Committee of the 2024 Bondholders
Galdino & Coelho Advogados - Constellation Oil Services
Holland & Knight - Deutsche Bank Trust Company Americas (trustee)
Machado Meyer Sendacz e Opice Advogados - Banco Bradesco and Bradesco Cartões
Maples Group - Ad hoc group of project lenders
Mattos Filho Veiga Filho Marrey Jr e Quiroga - Constellation Oil Services
Milbank - Ad Hoc Committee of the 2024 Bondholders
Norton Rose Fulbright - Banco Bradesco
Pinheiro Neto Advogados - SBM Holding Luxembourg (investor) and Capital International Private Equity Funds (shareholder)
Pryor Cashman - Wilmington Trust
RESOR - Ad hoc group of project lenders
Stocche Forbes Advogados - Ad hoc group of project lenders (ALB lenders)
Sullivan & Cromwell - Alperton Capital
Tapia Linares & Alfaro - Ad hoc group of project lenders
Walkers - Banco Bradesco
Watson Farley & Williams - Debtors
White & Case - Constellation Oil Services
Structured finance and securitisation
Banco Guayaquil securitisation
This was a first-of-its-kind by an Ecuadorean entity, opening a door that several others have since passed through, and forging a new path for Ecuadorean institutions to raise foreign financing. Banco Guayaquil securitises existing and future merchant voucher receivables through a Cayman Islands special purpose vehicle (SPV), with the notes offered to institutional investors inside and outside the US. While there were precursors, this is the first to fully import the technology. It enables a local bank to collect funds from international entities in a way that substantially mitigates Ecuador market risk. The deal had a heavy regulatory component and raised novel questions over the categorising of a true sale and issues such as bankruptcy remoteness.
Dentons - Collateral agent
Ferrere - Banco Guayaquil
Hogan Lovells - Banco Guayaquil
Maples Group - Issuer SPV
Mayer Brown - Noteholders
TEAMS OF THE YEAR
Debt and equity-linked
Davis Polk & Wardwell
Davis Polk & Wardwell wins this year’s debt and equity-linked team of the year. The firm advised Merrill Lynch Pierce Fenner & Smith, Morgan Stanley and Evercore on the Gol exchangeable bonds, a ground-breaking transaction representing the first bond offer of securities exchangeable for equity securities of a Brazilian listed company (ADSs representing shares of Gol). The team also advised counterparties to capped call transactions in connection with the offering. The other highlight was advising Morgan Stanley on its SOFR-linked notes, this year’s winning deal. The team combined capital markets and structured finance expertise to create a new approach for SOFR.
Davis Polk & Wardwell
In a highly competitive field Davis Polk & Wardwell inches ahead to win the equity team award. This largely reflects the firm’s deep experience in the Brazilian market and its ability to handle novel cross-border US-Brazilian IPOs. The team advised Afya Participações and XP Inc, this year’s winning deal, on their respective US IPOs. Notably, both involve Cayman-incorporated holding companies based in Brazil. The team also acted for the underwriters on the BR Distribuidora privatisation, which was considered the first significant divestment by Brazil’s government. The transaction was particularly delicate.
Latham & Watkins
Latham & Watkins wins this year’s high yield team award. The firm represented the initial purchasers on this year’s winning HY offering, which was part of the financing of Brookfield Business Partners’ leveraged buyout of Johnson Controls Power Solutions Business. It was a demanding deal in terms of the complexity of the financing and coordinating the HY piece within the package. But the deal also broke new ground for a US issuer in pre-empting proposed tax changes to use a global collateral package. The team also advised the banks on the novel HY financing of Millicom’s acquisition of Telefonica assets.
This year’s winning loans team is Paul Hastings. The team had a great year and is especially prominent in its work in the Mexican markets. The firm represented Casas Javer on its financing, which is a landmark deal in the Mexican real estate sector. The team did a lot of the heavy lifting to get the trust structure to work and manage the exchange of senior notes. The team advised Santander, BBVA Bancomer and nine other banks on the Fibra Uno RCF. Another interesting Mexican financing saw the firm advise the lenders, led by HSBC, on the financing to Grupo Industrial Saltillo.
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb wins M&A team of the year. The firm had an eclectic and geographically diverse mix of transactions. A team advised CJ CheilJedang, a subsidiary of CJ Group, on its complex acquisition of Schwan’s Co, which is a rare example of a big-ticket Korean inbound acquisition of a well-known US brand. Another highlight was its role advising Latam Airlines Group on its strategic partnership with Delta, a first-of-its-kind merger of North American and Latin American airlines. The firm also advised Banco Santander México in relation to its acquisition by Banco Santander and Newmont Mining Corporations on aspects of its acquisition of Goldcorp.
Simpson Thacher & Bartlett
Simpson Thacher & Bartlett is this year’s private equity team of the year winner. The firm had roles on three shortlisted deals. It acted for The Blackstone Group on its acquisition of Dream Global REIT, which closed two months after Blackstone’s vast acquisition of GLP’s US logistics business. The firm advised Genesee & Wyoming on its acquisition by Brookfield Infrastructure and GIC, which is this year’s winning deal. In a smaller role, a team acted for the co-sponsors in the Vista Oil & Gas, Riverstone and Southern Cross / Aleph transaction. The firm also closed some interesting work for EQT, notably the acquisition of Waystar Health.
Shearman & Sterling
In a highly competitive category Shearman & Sterling sneaks ahead to win this year’s project finance team of the year. The win comes off the back of two key roles. The firm advised Orion Resource Partners on the financing for the Fruta del Norte gold mine in Ecuador, this year’s winning deal. The team was involved throughout the different phases of the financing and had to work closely with local Ecuadorian counsel. The firm also advised the lenders, including the IFC, BNDES and export credit agencies on the financing for GNA - Gás Natural Açu in Brazil.
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb is this year’s restructuring firm of the year. The firm had a key role representing the ad hoc group of project lenders in the restructuring of Constellation Oil Services. The case was especially novel in the Brazil context and came with complex cross-border considerations. It was a demanding role as the project lenders were secured by different sets of collateral and included commercial banks, ECAs and institutional investors who had purchased their loans in the secondary market. This is the winning restructuring of the year. The firm also acted for American Express in relation to the restructuring of Aegean Marine Petroleum Network.
Structured finance and securitisation
Mayer Brown is this year’s winning structured finance and securitisation team of the year. The firm advised the noteholders on this year’s winning deal: Banco Guayaquil securitisation. It also advised the Overseas Private Investment Corporation (OPIC) - now the US International Development Finance Corporation - on the shortlisted responsAbility Financial Inclusion Investments 2019 DAC. Another highlight was its work advising Goldman Sachs on the Mercado Crédito warehouse financing, which was an enormously complex deal to structure and sets a template for Latin American fintech.
Financial services regulatory
Cadwalader Wickersham & Taft
Cadwalader was one of the high-profile firms in 2019 in the field of financial regulation. A key area for the practice has been its work on alternative reference rates and the transition of Libor. In March 2019, the firm launched its Libor preparedness team led by New York based Lary Stromfeld. In May this team assisted the Federal Reserve's Alternative Reference Rates Committee (ARRC) on the drafting of recommended contractual fallback language for US dollar Libor-denominated bilateral business loans and securitisations. The team has remained at the forefront of the structured finance and securitisation space and had a leading role in relation to the Dodd-Frank Act.
IN-HOUSE TEAMS OF THE YEAR
Citi had roles on a least seven shortlisted debt transactions, all with complex legal considerations for its in-house team to resolve. The bank acted as underwriter in the Petrobras exchange offer, Tesla’s convertible notes and stock offer, and the Republic of Chile’s sovereign green bonds. In the high yield category, it worked on the Aluar Aluminio Argentino and Braskem Idesa project offerings. And in the structured finance and securitisation category, the bank also worked on the KKR Reign I and Republic of Argentina financings. Away from the shortlist, the bank handled novel transactions out of Mexico and Brazil.
BofA Securities wins in-house equity team of the year. The bank showed grassroots strength with a strong record on ground-breaking public offerings relating to the Brazil market, alongside roles on novel IPOs on Latin American exchanges. It acted as an underwriter on the Afya and BR Distribuidora IPOs and on Petrobras’ secondary offering. It worked on Latin America’s first spinoff IPO, by Cencosud Shopping in Chile, and on the first US listing by a Peruvian company for six years, by Intercorp Financial Services. One of the most challenging IPOs from an underwriter perspective was Danish public biotech company Genmab’s.
RISING STARS OF THE YEAR
Vidal Vanhoof - Davis Polk & Wardwell
Vidal Vanhoof was made a counsel in Davis Polk’s corporate department in December 2018, having obtained his LLB in 2007 and joined the firm in 2011. His practice focuses on derivatives and structured financing and he advises financial institutions and other market participants on structured products and domestic and international capital market transactions. In 2019 Vanhoof worked on Morgan Stanley’s SOFR-linked notes; this year’s winning debt transaction. He has worked extensively in areas such as benchmark reform, as well as on regulatory matters related to structured and new products.
Luis Maria Clouet - Clifford Chance
Luis Maria Clouet is a senior associate in Clifford Chance’s New York office, where he advises on cross-border banking, finance and capital market transactions across Latin America. Recent work includes advising Allianz Global Investors on privately placed bonds by energy developers in Peru and Uruguay and working on the first Chinese-sponsored infrastructure project in Colombia and first acquisition of a 4G toll road in Colombia. Clients are effusive about his skills. One tips him as “a top candidate for a future leadership role at his law firm and in the broader market”. Another, involved in Colombia’s 4G programme, praises him as “one of the most brilliant lawyers I have been working with”.
Juan Carlos Puentes Jaramillo - Brigard Urrutia
Juan Carlos Puentes Jaramillo has been an associate with Brigard Urrutia since 2010. He has worked on a huge list of novel transactions at the cutting edge of Colombia’s financing market. Highlight work includes Autopistas Urabá, the first private investment made by a Chinese construction company in Colombia’s 4G programme, and Ruta del Cacao, the first local currency (Colombian Peso) financing for the IDB Group. He also has experience as an international visiting attorney in Skadden Arps (New York) and Nagashima Ohno & Tsunematsu (Tokyo).
Tatiana Mello Guazzelli - Pinheiro Neto Advogados
Tatiana Mello Guazzelli is a senior associate in Pinheiro Neto Advogados and law graduate from 2008. She is quickly becoming a key figure in the banking, capital markets and fintech area with a string of pioneering transactions under her belt. In 2018, she worked on Banco Inter’s 2018 IPO; the first Brazilian bank IPO in a decade. In 2019, she helped advise Nubank and the underwriters on what was the first public offering with restricted placement efforts of subordinated financial bills in Brazil. She advised the underwriters on a follow-on offering by the digital bank Banco Inter and assisted Banco Santander in forming a JV with Crédit Agricole.
Federico Lemos - Ferrere
Federico Lemos is a senior associate in Ferrere Uruguay. He qualified in 2012 and obtained his LLM at the New York University School of Law in 2017. In 2019 he was involved in more than 10 of the firm’s key cases. He recently assisted IDB Invest on the financing of the Ferrocarril Central PPP, Nordex Acciona Wind Power on several wind farms in the region and the bondholders on Automotores Gildemeister’s debt swap. He has also worked on redesigning the Uruguayan Central Bank’s regulations for financial institutions, insurance companies, pension funds, and the capital markets.
NATIONAL FIRMS OF THE YEAR
Marval O’Farrell Mairal
Argentina’s law firm of the year is Marval O’Farrell Mairal. Among its highlights, the firm represented Citibank, ICBC, Banco de Galicia y Buenos Aires and Banco Santander Río on the financing to Aeropuertos Argentina 2000, this year’s winning loan deal. It also advised Citicorp Capital Markets, SBS Trading and TMF Group Argentina in relation to the shortlisted high yield offering by Aluar Aluminio Argentino. Elsewhere, the firm worked on Diagnósticos da América’s (DASA) acquisition of Diagnóstico Maipú and Cargill’s sale of its malt business to Boortmalt: both demanding transactions from the perspective of their regulatory and cross-border legal considerations.
Mattos Filho Veiga Filho Marrey Jr e Quiroga Advogados
Mattos Filho is this year’s Brazil firm of the year, inching ahead in a highly competitive field. The firm appears across the categories covered by the IFLR awards. It represented Constellation Oil Services on its award-winning restructuring. The firm’s financing practice was a highlight, with instrumental roles advising Klabin on its financing, the sponsors on the GNA - Gás Natural Açu project financing and IDB Invest on the financing for Itapoá Port. On the corporate side, the firm acted for China General Nuclear Power Group (CGN) on its debut Latin American acquisition of Atlantic Energias Renováveis and Cosan on its sale to CVC Capital Partners.
Osler Hoskin & Harcourt
Osler Hoskin & Harcourt is this year’s Canada firm of the year. The firm advised the underwriters on the Sundial Growers IPO, a complex transaction given the dynamics of the cannabis sector and the innovative structure of the listing. The firm acted for Entertainment One on its acquisition by Hasbro, which required first-instance US and UK cross-border considerations. In a deal that broke records in terms of size but also presented substantial structuring challenges, the firm advised Dream Global Real Estate Investment Trust on its acquisition by Blackstone. It also had a role representing Goldcorp’s board of directors on its acquisition by Newmont.
Central America (excluding Panama)
Central America had an active and diverse 12 months, with Consortium Legal securing its fourth consecutive Central America firm of the year award. The firm helped structure innovative and complex pan-regional deals, such as the loan agreement for Grupo Monge. It worked on cutting-edge diversified payment rights (DPR) deals by Banco Lafise Bancentro and Banpro and the first cross-border receivables transfer transaction under new Guatemalan legislation. M&A highlights included advising Willis Tower Watson on its acquisition of Unity Group, acting as local counsel to America Móvil in relation to its acquisition of Telefonica, and advising Telxius Cable and América Móvil on a fibre cable JV connecting Guatemala to Chile.
It was another competitive year for Chile and Carey emerges as the winning firm. The firm advised the international placement agents on the spin-off IPO by Cencosud Shopping. A team also represented Asterion Industrial Partners on its acquisition of Telefónica’s data centres, which required heavy lifting in terms of cross-border coordination with other Latin American jurisdictions. Away from the shortlist, the firm worked on Food Investment’s (Joyvio Agriculture) acquisition of Australis Seafoods, playing a key role representing the lenders on the financing for the transaction. It also worked on a novel financing for Mainstream’s Condor energy project.
Brigard Urrutia wins Colombia’s firm of the year. The firm stood out across the categories. Among its shortlisted deals, it advised Opain in relation to its private placement. The firm is often at the forefront of capital markets transactions and this was further evidenced by its role advising Bancolombia on its Basel III liability management transaction and its work on EPM’s liability management transaction. A highlight in the M&A practice saw the firm advise Groupe Casino on a complex and innovative transaction in which the French retailer acquired Brazil’s Grupo Pão de Açucar, which then acquired Casino’s stake in Colombia’s Grupo Éxito.
BLP takes this year’s Costa Rica law firm of the year award. The firm was especially strong on the corporate side and one clear highlight was its role acting as Costa Rican counsel to Millicom in its acquisition of Telefonica’s businesses. The team handled a complex due diligence exercise and managed the regulatory issues. The firm advised Avianca and its local entities in Costa Rica - alongside entities in El Salvador, Guatemala and Honduras - on a senior secured convertible financing. It also advised Unity Promotores, a regional insurance broker, on its acquisition by Willis Towers Watson and worked on the sale of the Four Seasons Private Residences Prieta Bay.
OMG wins its first ever Dominican Republic firm of the year award off the back of an impressive roster of transactions. The firm advised Banco Dominicano del Progreso (Banco del Progreso) on its acquisition by The Bank of Nova Scotia (BNS). The deal included 57 branches and a complex transaction structure and regulatory landscape and consolidates the third and fourth-largest private banks in the Dominican Republic. The firm also had a key role in the corporate reorganisation of the Empresa Generadora de Electricidad Haina, the country’s largest power generating company, which had significant involvement of foreign stakeholders including Bancolombia.
Ecuador was one of the highlights of the awards and several firms, including Pérez Bustamante & Ponce, Bustamante & Bustamante and Lexim Abogados, impressed with their work on shortlisted transactions. This year Ferrere emerges as the winner. The firm advised the IFC, IDB Invest and Proparco on the Banco Pichincha green bond, which covered new ground in meeting international investor needs and the requirements of the local market. The firm also advised Banco Guayaquil on its award-winning securitisation, which was a true first for the market.
Consortium Legal wins the El Salvador firm of the year award. One of the highlights saw the firm act as borrower counsel in the financing for Grupo Terra’s acquisition of Scotiabank El Salvador. In another notable role, the firm acted as seller’s counsel on the acquisition by the Kriete family of 10% of the share capital of App Solutions International. The El Salvador office was also involved in several of the high-profile pan-Central American deals, including the senior secured convertible term loan agreement for Grupo Monge and Willis Towers Watson’s acquisition of Unity Group.
Consortium Legal is this year’s Guatemalan firm of the year. The Guatemala practice was involved in several innovative pieces of work. It advised Société Generale Factoring on the first cross-border receivables transfer transaction under new Guatemalan legislation. It structured a novel JV between Telxius Cable and América Móvil for a fibre cable running from Guatemala to Chile and advised on an innovative corporate alliance between Enertiva and Real Infrastructure Capital Partners to finance solar projects. The office also took on regional deals, leading a firm-wide effort to advise Willis Towers Watson on its acquisition of regional insurance broker Unity Group.
Arias is IFLR’s Honduran firm of the year. One of its highlights was advising global seafood company Cooke on its acquisition of Honduras-based shrimp business Seajoy Seafood Corporation. It was a significant private transaction between two family-owned businesses. The deal involved vertically integrated farms, packing and shipping facilities, and farms located on concessional land and national waters subject to special government regulations. The business is regulated and subject to stringent environmental rules. The Honduran team also supported a firm-wide effort as lead counsel to Eurofarma Laboratórios in its acquisition of a portfolio of Stein Group pharmaceutical business across the region.
Creel García-Cuéllar Aiza y Enriquez
Creel wins this year’s Mexican firm of the year award for the second consecutive year. The firm had especially strong profiles in banking and finance and M&A. One of its highlights was advising Banco Santander on its acquisition of Banco Santander Mexico, where the team was heavily involved in the transaction documents, securing approvals of the Mexican regulators and coordinating Mexican and international settlement mechanics. The financing practice worked closely with Credit Suisse to structure the loan to Casas Javer and acted as counsel to JP Morgan and Citigroup Global Markets on the AES Mex Genco-2019 refinancing.
Arias is the Nicaraguan firm of the year. The team supported a firm-wide effort to advise Telefonica Centroamerica Inversiones and its shareholders on its acquisition by America Móvil and Millicom, with Millicom buying the Nicaraguan business. It was also involved in regional deals advising Eurofarma Laboratórios on its acquisition of a regional business from Stein Group. The firm advised Banco Lafise Bancentro on the first diversified payment rights (DPR) transaction in the country, also working closely with supervisory regulators to launch this instrument in the market. Similarly, it advised Banco de la Producción on its DPR transaction.
Arias Fábrega & Fábrega
Panama’s 2020 law firm of the year is Arias Fábrega & Fábrega (Arifa). The firm has been instrumental in developing the market framework for derivatives. It acted as lead counsel to Grupo Rey in the sale of a controlling stake in Rey Holdings through a public auction to Corporación Favorita. The deal was structured as a public tender offer, the first in Panama in a decade. The firm also advised Morgan Stanley, Goldman Sachs and Valores Banistmo as initial purchasers on Panama’s first sovereign debt offering placed with international investors using local law. It also advised the banks on the first fixed-to-floating bond issuance by a Panamanian issuer (Global Bank Corporation).
BKM Berkemeyer had key roles on two seminal transactions for Paraguay. The firm advised the consortium and sponsors in relation to the construction of the Corredor Bioceanico road. This was the first international project bond in Paraguay and the first large project under an infrastructure programme that requires developers to secure financing from international banks, with the government assuming the project payment obligations as external public debt. The firm also advised the sponsors, Sacyr Concesiones and Ocho, on the Rutas 2 and 7 toll roads. This project represented several firsts, including the first project under a public-private partnership (PPP) model.
Rodrigo Elias & Medrano
Rodrigo Elias & Medrano is this year’s Peruvian firm of the year. The firm worked on several novel transactions in the market. Among them, a team advised Banco de Crédito del Perú and Credicorp Capital on the Peruvian law governed financing to Sierra Metals (Canada), Día Bras Perú and Día Bras Mexicana. The loan was granted to three joint co-borrowers incorporated in three jurisdictions. The firm also advised Goldman Sachs and JP Morgan Securities as global coordinators on the Línea 2 del Metro de Lima refinancing. Teams also worked on a syndicated loan to Contugas and assisted Asterion Industrial Partners in relation to its acquisition of Telefónica’s data centres.
Ferrere wins this year’s Uruguay firm of the year. The award comes off the back of two key transactions. One of the firm’s highlight roles was acting for IDB Invest on the financing of the Ferrocarril Central PPP project, which comprises the restoration of the railway line connecting Montevideo with Paso de los Toros. This is the largest PPP project and project financing ever in Uruguay and required substantial structural innovations. Another was the firm’s work advising Knight Therapeutics in relation to its acquisition of Biotoscana Investments.
NATIONAL FIRM CATEGORY WINNERS
National banking and finance firms of the year
Andean States: Brigard Urrutia
Brigard Urrutia wins its second consecutive Andean finance firm for the year award. The firm was again instrumental in the country’s 4G road programme in 2019, advising the lenders on the project financing of Mar 1 toll road and the sponsors on the financing of the Concesión Autopista Al Mar 2 toll road. Teams advised on the first portfolio financing and first loan portfolio financing in Colombia by Goldman Sachs, CPPIB and Cerberus, and worked on notable transactions for entities such as Empresa de Energía del Pacífico (EPSA).
Brazil: Mattos Filho Veiga Filho Marrey Jr e Quiroga Advogados
Mattos Filho appears on four shortlisted transactions across the corporate and project financing practices. Highlights included advising Klabin on its multi-source financing package, IDB Invest on the Itapoá Port financing, and the sponsors for the financing for the GNA - Gás Natural Açu project. These are all shortlisted transactions. The team also advised IDB Invest on a novel financing for BRK Ambiental RMR to develop water treatment and sanitation infrastructure in Recife city.
Canada: Blake Cassels & Graydon
Blake Cassels & Graydon has one of the top banking and finance practices in Canada. Over 2019, the firm acted as Canadian counsel to the lenders on the shortlisted rescue financing for McDermott International. In another notable transaction, the team acted as lead counsel to administrative agent Canadian Imperial Bank of Commerce (CIBC) for the syndicated financing to Parkland Fuel, which largely served to finance Parkland’s acquisition of Chevron Canada.
Central America: Consortium Legal
Consortium was involved in many of the region’s most complex financings. The firm advised the lenders on a novel senior secured convertible loan for a pan-Latin American entity and assisted the lenders on the syndicated facility to Grupo Monge. Teams advised the borrower on the financing of Grupo Terra’s acquisition of Scotiabank El Salvador and Citibank in a loan facility to Banco G&T Continental, representing the first deal in which dematerialised certibonos were granted as collateral.
Mexico: Mijares Angoitia Cortes y Fuentes
Mijares Angoitia Cortes y Fuentes’s (MACF) finance practice had a stellar year with both lender and borrower counsel mandates. Its highlight deals were advising Casas Javer and Gondi on their respective financings. The firm also acted for the lending banks on a facility to Grupo Industrial Saltillo, which had several novel cross-border legal aspects. In the project finance space, standout deals included financings for Fotowatio Renewable Ventures’s Potrero Solar Project and to Helios EnTG.
Southern Cone: Marval O’Farrell Mairal
Marval O’Farrell Mairal was counsel to Citibank, Industrial and Commercial Bank of China, Banco de Galicia y Buenos Aires and Banco Santander Río on this year’s winning loan deal for Aeropuertos Argentina 2000. The team had to navigate a demanding regulatory environment and market context, and accommodate substantial future uncertainty, complex tax considerations and an innovative structure. The deal’s structure mimicked the dynamics of a syndicated loan.
National capital markets firms of the year
Andean States: Ferrere
Ferrere, which led notable transactions out of Ecuador and Bolivia, wins the Andean capital markets firm award. Among other things, this reflects its pioneering work in the Ecuadorian market, where the firm advised on the Banco Pichincha green bond and had a heavily involved role on the Banco Guayaquil securitisation; this year’s structured finance and securitisation deal. The deals both broke new ground in terms of the structures and avenues available for Ecuadorian entities looking to the international markets.
Brazil: Lefosse Advogados
Lefosse Advogados played a key role in Brazil’s equity capital markets, especially in the context of privatisations. The firm advised Petróleo Brasileiro (Petrobras) as selling shareholder and Petrobras Distribuidora as issuer on the privatisation via IPO of BR Distribuidora. The firm also acted for Petrobras (issuer) and Caixa Econômica Federal (selling shareholder) on Petrobras’s complex secondary offering. Another highlight saw the team representing the underwriters on the US IPO of XP Inc, this year’s winning equity deal.
Torys worked on a range of notable capital markets transactions in both the equity and debt spaces. Among the deals highlighted in the awards, the firm acted as lead Canadian counsel to Sundial Growers, where it advised on the structuring and regulatory aspects of its cross-border IPO. In the debt space, the firm advised its regular client Brookfield on its acquisition of Johnson Controls Power Solutions Business. This included an unprecedented high yield offering as part of the acquisition finance package.
Central America: Consortium Legal
Consortium has key roles on several pioneering capital markets transactions across the region. It worked on cutting-edge diversified payment rights (DPR) deals in Nicaragua by Banco Lafise Bancentro and Banpro and advised Société General Factoring on the first cross-border receivables transfer transaction under new Guatemalan rules. The firm advised Citi on the Republic of Guatemala’s sovereign eurobond issuance, its first dual-tranche issuance, and advised Financiera Credi Q on its offering, which offers new possibilities to Honduras’s non-financial issuers.
Mexico: Ritch Mueller Heather y Nicolau
Ritch Mueller Heather y Nicolau wins Mexico’s capital markets firm of the year award. The team advised the initial purchasers on the €400 million offering by Cemex, where guarantees from subsidiaries in Mexico, the US, the UK, Spain, France, the Netherlands and Switzerland created complex structural requirements. The firm advised Industrias Peñoles on its $1.1 billion notes issuance and worked on the Helios EnTG financing, Engie's first green and sustainable structured financing globally.
Southern Cone: Bruchou Fernández Madero & Lombardi
Bruchou advised the banks on the Republic of Argentina financing, which is shortlisted in the structured finance and securitisation category. It is a highly sophisticated transaction in a critical environment in Argentina. The firm’s high yield practice also led on pioneering transactions including Pampa Energía’s offering, one of the only international securities offerings from an Argentine company over the past couple of years. Elsewhere, a team advised OPIC on its first Argentine investment in eight years, structured as a private placement of notes by Plaza Logística.
National corporate firms of the year
Andean States: Philippi Prietocarrizosa Ferrero DU & Uría
Philippi Prietocarrizosa Ferrero DU & Uría (PPU) is the Andean corporate firm of the year, largely due to innovative M&A transactions in the energy sector. It advised Royal Vopak in its acquisition of a 49% shareholding in Sociedad Portuaria el Cayao (SPEC); a deal with no precedents. The firm also acted for Grupo Energía Bogotá on its tender offer for Peruvian listed company Dunas Energía and assisted Celsia Colombia on its collaboration agreement with Cubico Sustainable Investments Spain to create Caoba Inversiones, a power distribution and transmission venture.
Brazil: Machado Meyer Sendacz Opice Advogados
Machado Meyer is IFLR’s Brazil corporate firm of the year. The clear highlight was the team’s role advising Petrobras on all aspects of the sale of Transportadora Associada de Gás to an Engie-led consortium. The acquisition sets a key precedent for privatisations going forward for both Petrobras and the country as whole. It had to overcome significant challenges in structuring within a contested legal framework. Another notable deal saw the firm advise SoftBank Group on all Brazilian aspects of its acquisition of Rappi.
Canada: Osler Hoskin & Harcourt
Osler Hoskin & Harcourt wins Canada’s corporate firm of the year award. The corporate team advised Entertainment One (eOne) on its acquisition by Hasbro. The deal covered unchartered territory under US, Canada and UK corporate and securities laws. In the private equity category, the firm advised Dream Global REIT on its acquisition by Blackstone, which involved a multi-step sale of assets in several jurisdictions. A team also advised the Goldcorp board of directors on Newmont Mining Corporation’s acquisition of Goldcorp.
Central America: Arias
Arias is this year’s Central American corporate firm of the year. Possibly its key role was advising Telefonica Centroámerica Inversiones and its shareholders (Telefónica and TLK Investments) on the two-step sale of its operating business across the region to America Móvil and Millicom. Arias was heavily involved in all local law matters before and during the acquisitions. The firm also closed other notable regional M&A deals, including Eurofarma Laboratórios’s acquisition of Stein Group’s business and Cooke’s acquisition of Honduras-based Seajoy Seafood Corporation Group.
Mexico: Creel García-Cuéllar Aiza y Enriquez
Creel is this year’s Mexican corporate firm of the year. One of the team’s clear highlights was its role advising Banco Santander on its public M&A transaction for Banco Santander Mexico. This was arguably the standout M&A deal of 2019 in the Mexican market in terms of the cross-border legal considerations at play and the complexity of the public M&A aspect. The firm also advised Asterion Industrial Partners in relation to its acquisition of Telefónica’s data centres, among other roles.
Southern Cone: Mitrani Caballero & Ruiz Moreno
Mitrani closed several novel and demanding M&A deals, particularly in the private equity space. Highlights included advising Southern Cross Group in its collaboration with Vista Oil & Gas and Riverstone to form Aleph, which was the first independently-owned midstream entity servicing Vaca Muerta shale formation. The firm also advised Asterion Industrial Partners in relation to its acquisition of Telefónica’s data centres; a deal that required complex cross-border coordination.