Congratulations to all the winners of the IFLR Americas Awards 2021.
Cleary Gottlieb once again lifted the trophy for 2021 Americas Firm of the Year. The firm also picked up debt and equity-linked team of the year and big deal wins for its work on Ecuador’s sovereign debt restructuring and the LATAM Airlines DIP financing.
Simpson Thacher was another of the big winners, taking home an unassailable three team of the year wins in equity, M&A and private equity, as well as being nominated for CFIUS team of the year. Its winning deals included Infineon’ acquisition of Cypress, Airbnb’s IPO and KKR acquisition of Coty’s professional beauty business.
Davis Polk scooped high-yield team and the highly competitive financial services regulatory team of the year award. Kirkland & Ellis, Clifford Chance and White & Case won the restructuring, project finance and CFIUS team awards, respectively. Ropes & Gray impressed in several categories and took a deal and team win for its structured finance and securitisation work.
Canada’s 2021 firm of the year was Goodmans.
The Contribution to regulatory reform award went to Katherine Tew Darras of ISDA, for her work on interbank lending rates (Ibor) and the ISDA IBOR Fallback Protocol and previous work implementing Dodd-Frank and countless over regulations impacting the derivatives space. The Outstanding achievement award went to Shearman’s Antonia Stolper, recognising her near three decades of work across Latin America.
Bank of America and Morgan Stanley won the debt and equity in-house team awards, respectively.
Big national winners in Latin America included Creel for Mexico, Pinheiro Neto for Brazil, Brigard Urrutia for Colombia, Claro & Cia for Chile and Bruchou for Argentina. Other impressive wins came for Peru’s Rodrigo Elias & Medrano Abogados, Marval O’Farrell Mairal, Garrigues and Consortium Legal.
The full list is below. Congratulations to all the winners:
LAW FIRMS OF THE YEAR
Americas firm of the year
Cleary Gottlieb Steen & Hamilton
Outstanding achievement award
Antonia Stolper - Shearman & Sterling
Antonia Stolper has been a pioneering force in Latin American capital markets for almost 30 years. She started her career with a JD from New York University School of Law before joining Shearman & Sterling in 1991, where she continued to work in 2021. She has spearheaded Shearman’s efforts in Latin America as its regional managing partner. In January 2021, Antonia stepped back from the front line, becoming an of counsel.
Antonia has been a leader not just in terms of her legal work but also as a champion for pro bono. In her advice to the Climate Bonds Initiative in establishing standards for financing the transition to a low-carbon economy and in her tireless effort to improve the status of women in the legal profession, she continues to break boundaries. She has also served on the Board of Directors of the Council of the Americas.
Some of her most challenging recent work has been in relation to the restructuring of Argentina’s sovereign debt. Indeed, peers consistently praise her ability to be able to coalesce clients from different walks of life around a common view, even in fraught and high pressure circumstances.
Contribution to regulatory reform
Katherine Tew Darras - ISDA
ISDA has played a vital role in all the crucial reform seen in the derivatives space in the last few years. As general counsel to the association, Katherine Tew Darras has played an instrumental role in helping ISDA to achieve this.
One of Katherine’s key priority areas over the last 10 years for ISDA has been to facilitate compliance with Dodd-Frank and global regulatory frameworks related to the derivatives markets. Since 2016, Katherine and her team have also been working to address the risk if one or more interbank lending rates (Ibors) permanently ceases to exist or, in the case of Libor, is deemed to be non-representative before firms have transitioned to alternative reference rates.
In 2020, Katherine played an instrumental role in the development of a fallback adjustment and in the publication of the ISDA IBOR Fallback Protocol, which put in place a critical safety net that allows market participants to proceed with benchmark transition in case a contract continues to exist which references a Libor rate. She was also pivotal in ISDA’s publication of a suite of documentation to facilitate compliance with SEC Dodd-Frank rulemakings. These and other ISDA priorities have ensured that the markets that ISDA’s members transact in continue to be safe and efficient.
DEALS OF THE YEAR
Debt and equity-linked
Ecuador debt restructuring
The successful $17.4 billion restructuring of Ecuador’s sovereign debt was one of the most challenging and significant transactions of the year. The restructuring was completed in August 2020 after six months of negotiations with international creditors on several fronts. The case paralleled the restructuring of Argentina’s debt, providing global markets with two different examples of how to approach, interpret and apply the latest legal provisions that can be used in sovereign debt restructurings. Ecuador provided was one of the first tests of collective action clauses (CACs) in a sovereign bond restructuring; the litigation ruling by Judge Caproni was the first ruling by a New York court on the use of CACs to effectuate such a restructuring. The restructuring also reprofiled Ecuador’s debt with China and complied with a stringent set of IMF policies and guidelines.
Cleary Gottlieb Steen & Hamilton - Citigroup Global Markets
Hogan Lovells - The Republic of Ecuador
Pérez Bustamante & Ponce - Citigroup Global Markets
Perkins Coie - Trustee (The Bank of New York Mellon)
White & Case - Ad hoc bondholder group
Airbnb’s December IPO had a host of innovations. The IPO included over 30 underwriters. It involved a high profile and high value listing of a travel dependent company, just as Covid-19 was upending global capital markets and putting a freeze on global travel. The IPO rode a market that jumped from one extreme to another, resulting in 76 pages of risk factors in the registration statement. Among the IPO’s many innovative features were the use of an online platform for deal pricing ahead of the listing, a directed share program to reach tens of thousands of Airbnb hosts, the creation of four classes of common stock (including a Series H, for hosts), and the establishment of a foundation using 400,000 shares of Class A common stock. The stock release and lock-up structures offer the market interesting new templated, the latter using amendments to the company’s governing documents to expedite the lock-up process.
Latham & Watkins - Airbnb
Simpson Thacher & Bartlett - Underwriters (Morgan Stanley and JP Morgan)
Delta Air Lines senior secured notes
Delta Airlines senior secured notes were built on a capital raising strategy that confronted the turmoil created by Covid-19 and offered other airlines in the market alternative solutions to liquidity issues other than state support programmes. The April 2020 high-yield notes were secured by slots, gates and routes, while a company reorganisation carved out Delta’s loyalty plan into a separate bankruptcy remote entity, which could then raise its own financing. Unlike some other airlines, Delta’s loyalty plan was integrated into the company, so the carve-out had to be executed without interrupting Delta’s business. It also had to ensure that the structured finance lenders would have a share in the loyalty plan financing stream. The strategy enabled Delta to raise financing in two ways and provided a route that other carriers could follow.
Davis Polk & Wardwell - Delta Air Lines
Dorsey & Whitney - Delta Air Lines
Kilpatrick Townsend & Stockton - Delta Air Lines
Milbank - Initial purchasers (JP Morgan)
LATAM Airlines DIP financing
The $2.45 billion debtor-in-possession (DIP) financing for LATAM Airlines involved a range of complex cross-border issues given the international nature of LATAM’s operations and jurisdictions of incorporation. LATAM is a Chile-based company with non-US affiliates. The case triggered some of the first recognition proceedings in Chile and Colombia, as well as representing one of the first Brazilian-incorporated debtors to seek relief in the United States. The deal used a novel strategy to restructure the company under Chapter 11, which allowed it to continue operating while seeking DIP financing and renegotiating its contracts. The financing involved a multi-tranche facility backstopped by certain large shareholders, followed by a competitive process to raise over $2 billion of debt. The convertible DIP structure, where lenders could be repaid in discounted shares of the reorganised company, was subsequently adopted in the Avianca and Aeromexico bankruptcies and will have broad future implications.
Alston & Bird - Qatar Airways
Brigard Urrutia - LATAM Airlines, Aerovías de Integración Regional and Línea Aérea Carguera de Colombia
Cescon Barrieu - Oaktree Capital Management
Claro & Cia - LATAM Airlines
Cleary Gottlieb Steen & Hamilton - Oaktree Capital Management
Dechert - Unsecured creditors’ committee
Demarest - LATAM Airlines
DLA Piper Martínez Beltrán - Oaktree Capital Management
Hogan Lovells - Knighthead Capital Management and Repsol
Latham & Watkins - Jefferies
Mattos Filho Veiga Filho Marrey Jr & Quiroga Advogados - Qatar Airways
Morales & Besa - Unsecured creditors’ committee
Quinn Emanuel Urquhart & Sullivan - Knighthead Capital Management
Wachtell Lipton Rosen & Katz - Costa Verde
White & Case - Oaktree Capital Management
Infineon Technologies / Cypress Semiconductor
Infineon’s painstakingly documented $10 billion acquisition of Cypress writes the playbook on how to manage a large, sensitive, cross-border acquisition in the midst of extreme market, and therefore deal, uncertainty. The deal was signed in June 2019 and closed in April 2020 at the first of a series of drop-dead dates. Cypress manufactures semiconductors for 5G telecoms, industrial and defence systems, automotive products, and the internet of things, among other industries, so the acquisition by Infineon faced intense scrutiny from the Committee on Foreign Investment in the United States (CFIUS), as well as being on the political radar. It secured merger authorisations from US, European and Chinese antitrust regulators and did not drop a beat despite the US-China trade tensions and Covid-19 volatility. All this was achieved by pushing covenants, drop-dead date timetables and reverse break-fee structures (which included a CFIUS-specific provision) to their maximum potential.
Fangda Partners - Infineon Technologies
Freshfields Bruckhaus Deringer - Infineon Technologies
Kirkland & Ellis - Infineon Technologies
Simpson Thacher & Bartlett - Cypress Semiconductor Corporation
Sunland Law - Cypress Semiconductor Corporation
KKR / Coty’s professional beauty business
KKR acquired Coty’s professional beauty business, which includes Wella, in October 2020. The acquisition combined a global carve-out to extract the businesses from Coty - a public company - into a standalone entity, a joint-venture and a co-investment agreement. In a two-step process, KKR invested in Coty (a private investment into a public entity - PIPE) using convertible preferred shares and signed an MoU for the purchase of a majority stake in the business. To limit KKR’s risk, the PIPE and MoU operated in tandem, with a prescribed date for an additional tranche of investment if the Wella deal went forward on a specific timeline. This was an innovative structure to execute, especially on such a global deal, with businesses spanning Europe and Latin America. In Brazil alone, a key hub for Latin America, the deal used unprecedented structuring to separate the consumer and professional businesses, manufacturing facilities and employees and to create an unprecedented transfer period.
Baker McKenzie - KKR
Bruchou Fernández Madero & Lombardi - Coty
Creel García-Cuéllar Aiza y Enríquez - Coty
Lefosse Advogados - Coty
Pietrantoni Mendez & Alvarez - Coty
Simpson Thacher & Bartlett - KKR
Skadden Arps Slate Meagher & Flom - Coty
Trench Rossi & Watanabe - KKR
Red Vial 4 highway and Chimbote bypass
This is the $350 million financing of the Red Vial 4 highway network and the Chimbote bypass in Peru. The deal, which included the first toll road financing in Peru in over five years, involved a significant number of creditors, including commercial lenders and the Inter-American Development Bank (IDB), and spanned multiple jurisdictions, including Peru, the US (New York) and Spain. The transactions combined a refinancing with a full new financing tranche. The deal required consent from the Peruvian regulator and the grantor for an amendment to the concession agreement, and private and public (notarised) execution of documents across all the key jurisdictions. Among the unique challenges the deal confronted were the enactment of a decree suspending the collection of fees from toll roads, which turned out to be an illegitimate decree, and a substantial construction risk component related to the carwash scandal. The deal relied on innovative structuring to hold these elements together and close in last year’s market conditions.
Baker McKenzie - Autopista del Norte and Aleatica Group
Clifford Chance - Lenders (SMBC, Credicorp Capital Servicios Financieros, Banco de Crédito del Perú, Banco Santander, Itaú Corpbanca, IDB Invest, CA-CIB and ING Bank)
Estudio Echopar - Autopista del Norte and Aleatica Group
Garrigues - Lenders
Herbert Smith Freehills - Cofides (Compañía Española de Financiación del Desarrollo)
Rodrigo Elias & Medrano Abogados - Cofides
McDermott’s restructuring was a vast exercise in its breadth and depth. The restructuring pulled the company and 225 of its subsidiaries and affiliates, including 107 foreign domiciled entities, through prepackaged Chapter 11 cases in the US Bankruptcy Court of the Southern District of Texas. At the time of filing, McDermott, a global engineering, procurement, construction and installation company, employed over 42,000 individuals across 54 countries and six continents. Key aspects of the case included negotiating a new emergency facility with several secured lenders worth $1.7 billion, thereby avoiding a potentially catastrophic bankruptcy. Once under Chapter 11, the case reconciled the diverging demands of LC issuers, term lenders and bondholders to enable a fully consensual restructuring. The deal struck equitized over $4.6 billion of debt and consummated the $2.7 billion sale of McDermott’s Lummus technology business to private equity buyers. It represents a monumental cross-border effort to achieve a consensus-based result.
Alfaro Ferrer y Ramirez - Ad hoc group
Appleby - McDermott International
Arias Fábrega & Fábrega - McDermott International
Arthur Cox - McDermott International
Baker Botts - McDermott International
Baker McKenzie Wong & Leow - McDermott International
Bennett Jones - McDermott International
Bracewell - DIP LC agent
Brown Rudnick - Consenting noteholders
Carey Olsen - McDermott International
Clarke Gittens Farmer - McDermott International
Cleary Gottlieb Steen & Hamilton - Other Creditor Constituencies
CMS - McDermott International
Conyers Dill & Pearman - Ad hoc group
Cornejo Méndez González y Duarte - McDermott International
Covington & Burling - Wilmington Trust
Creel García-Cuéllar Aiza y Enríquez - CA-CIB, Barclays Bank, Royal Bank of Canada, ABN Amro and Wilmington Trust
Davis Polk & Wardwell - Ad hoc group
DLA Piper - McDermott International
Freshfields Bruckhaus Deringer - McDermott International
Ganado Advocates - McDermott International
Haynes and Boone - Lloyds LC Bank and other creditor constituencies
Holland & Knight - McDermott International
Howley Law - Other Creditor Constituencies
Jackson Walker - McDermott International
Jones Day - Other Creditor Constituencies
King & Spalding - Other Creditor Constituencies
Kirkland & Ellis - McDermott International
Latham & Watkins - DIP Term Loan Agent (Barclays Bank)
Law Office of Mohanned bin Saud Al-Rasheed in association with Baker Botts - McDermott International
Linklaters - DIP LC agent
Locke Lord - DIP Term Loan Agent (Barclays Bank)
Mattos Filho Veiga Filho Marrey Jr & Quiroga Advogados - CA-CIB, Barclays Bank, Royal Bank of Canada, ABN Amro and Wilmington Trust
Mayer Brown - McDermott International
McInnes Cooper - McDermott International
NautaDutilh - McDermott International
Ogier - Ad hoc group
Paul Weiss Rifkind Wharton & Garrison - Chatterjee Group and Rhône Group
Pillsbury Winthrop Shaw Pittman - Chatterjee Group and Rhône Group
Porter Hedges - Ad Hoc Group
Rapp & Krock - Ad Hoc Group
Tauil Chequer - McDermott International
Walkers Group - McDermott InternationalWeil Gotshal & Manges - Other Creditor Constituencies
Wikborg Rein - McDermott International
Wong & Partners - McDermott International
Structured finance and securitisation
Sotheby’s art loans securitisation
This transaction consisted of a $1 billion refinancing of the Sotheby’s Financial Services art loan receivables with an expanded group of lenders. The borrower, under the refinanced securitisation, was a newly formed special purpose entity (SPE), supported by several parent entities through a performance guaranty and letters of credit. The facility was secured by loan receivables related to loans that were originated by various Sotheby’s entities and secured by works of art and other collectibles consigned or sold at auction. The receivables, and future receivables, were sold to the SPE at closing. The highly bespoke deal raised novel issues in terms of valuing the collateral pool and ensuring that the credit support provided by the parent entities did not violate US or European risk retention rules or compromise the entity’s bankruptcy-remote status. The deal enabled Sotheby’s to monetise loans it makes to art dealers on an ongoing basis and reconciled the bespoke requirements of Sotheby’s and the disparate global borrower base with stringent securitisation regulations.
Ropes & Gray - Bidfair and Sotheby’s
Sidley Austin - Administrative agent and lender
RISING STARS OF THE YEAR
Augusto Ruiloba - Shearman & Sterling
Mariana Estevez - Clifford Chance
Camila Carvalho Gomes - Pinheiro Neto Advogados
Camilo Gerosa Gomes - Machado Meyer Sendacz Opice
Laura Ricardo Ayerbe - Brigard Urrutia
TEAMS OF THE YEAR
Debt and equity-linked
Cleary Gottlieb Steen & Hamilton
Simpson Thacher & Bartlett
Davis Polk & Wardwell
Shearman & Sterling
Simpson Thacher & Bartlett
Simpson Thacher & Bartlett
Kirkland & Ellis
Structured finance and securitisation
Ropes & Gray
White & Case
Financial services regulatory
Davis Polk & Wardwell
IN-HOUSE TEAMS OF THE YEAR
NATIONAL LAW FIRMS OF THE YEAR
Bruchou Fernández Madero & Lombardi
Winner: Pinheiro Neto Advogados
Banking & finance firm of the year: Mattos Filho Veiga Filho Marrey Jr & Quiroga Advogados
Capital markets firm of the year: Pinheiro Guimarães Advogados
Corporate firm of the year: Pinheiro Neto Advogados
Restructuring: Machado Meyer Sendacz Opice
Banking & finance firm of the year: Blake Cassels & Graydon
Capital markets firm of the year: Osler Hoskin & Harcourt
Corporate firm of the year: Davies Ward Phillips & Vineberg
Restructuring firm of the year: Goodmans
Central America (excl. Panama)
Winner: Consortium Legal
Banking & finance firm of the year: Arias
Capital markets firm of the year: Consortium Legal
Corporate firm of the year: Consortium Legal
Claro & Cía
Headrick Rizik Alvarez & Fernandez
Pérez Bustamante & Ponce
Winner: Creel García-Cuéllar Aiza y Enríquez
Banking & finance firms of the year: Creel García-Cuéllar Aiza y Enriquez
Debt and equity-linked firm of the year: Mijares Angoitia Cortes y Fuentes
Equity firm of the year: Creel García-Cuéllar Aiza y Enriquez
Corporate firm of the year: Galicia Abogados
Alemán Cordero Galindo & Lee
Rodrigo Elias & Medrano Abogados
Banking & finance firm of the year: Garrigues
Capital markets firm of the year: Pérez Bustamante & Ponce
Corporate firm of the year: Rodrigo Elias & Medrano Abogados
Banking & finance firm of the year:Claro & Cia
Capital markets firm of the year: Bruchou Fernández Madero & Lombardi
Corporate firm of the year: Marval O’Farrell Mairal
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