Financing
Private Equity/M&A
Corporate and Securities
Litigation and International Arbitration

Financing

Acquisition and Bank Financing

• Cemex, S.A.B. de C.V. We advised Cemex, S.A.B. de C.V. in negotiating and documenting a $3 billion term loan facility with ING Capital, as administrative agent, and Banco Santander, Société Générale, BNP Paribas and Calyon, as joint bookrunners, to finance in part Cemex's pending $12.8 billion bid to acquire Rinker Group Limited in Australia. This is the largest hostile offer ever made by a Latin American company for a non-Latin American company.
  
  
• Grupo Cementos de Chihuahua, S.A.B. de C.V. We advised Barclays Bank PLC in providing $150 million in bank financing to Grupo Cementos de Chihuahua, S.A.B. de C.V. to finance its acquisition of Mid-Continent Concrete Company in Oklahoma. This acquisition by GCC was an important part of its strategic expansion in the United States.
  
  
• Aluprint.  We represented GE Capital in a $135 million multi-currency financing for the management buyout of Aluprint S.A. de C.V.  The buyout was supported by One Equity partners, the private equity arm of JP Morgan Chase & Co.  The GE Capital financing was provided on both US dollars and Mexican pesos and involved complex issues of Mexican and European tax and corporate law.  Aluprint is a leading Mexican folding and flexible carton packaging company.
  
  
• Cemex, S.A. de C.V.  We represented New Sunward Holding B.V. and Cemex, S.A. de C.V., Cemex Mexico, S.A. de C.V. and Empresas Tolteca de México, S.A. de C.V., as guarantors, in a $1.1 billion term loan financing by Citibank, N.A. and JPMorgan Chase. 
  
  
• América Móvil, S.A. de C.V.  We represented Banc of America Securities LLC as agent in a $250 million term loan facility for América Móvil, S.A. de C.V.
  
  
• Javer. We represented Credit Suisse in the $260 million multi-currency financing for Javer, a Mexican residential home builder and its holding company.

Structured Financing, Securitization, and Derivatives 

• Su Casita.  We acted as special US Counsel to Credit Suisse as initial purchaser in the first cross-border RMBS securitization for a Mexican originator. The $232,532,000 Class A and Peso 226,501,400 Class B securitization of residential mortgage loans was originated by Su Casita.
  
  
• Aeroinvest S.A. de C.V. We represented Aeroinvest S.A. de C.V. in a three tranche Euro-Peso debt offering of approximately US $200 million. The 10-year debt issuance was primarily to refinance the acquisition by Aeroinvest of a majority interest in Grupo Aeroportuario del Centro Norte (GACN) which owns and operates 13 airports in Mexico. The offering was essentially a securitization by Aeroinvest of its expected dividend flow from GACN and was structured to match Aeroinvest’s Peso-denominated dividend flows with Peso-denominated debt service obligations.
  

• PEMEX Linked Notes.  We acted as US Counsel to Navitas, a special purpose issuer of $200 million notes, the proceeds of which funded Mexican energy-sector construction loans secured by PEMEX-payment receivables.
  
  
• Inter-American Development Bank.  We advised the Inter-American Development Bank in establishing a multi-year facility to issue up to $75 million in partial credit guarantees to support up to $500 million in residential mortgage-backed securities issued by Hipotecaria Su Casita, Mexico's largest specialized mortgage company. This is the first time the IDB has guaranteed a medium-term RMBS program in Latin America.
  
  
• Metrofinanciera.  We acted as special US Counsel to Dresdner Bank as initial purchaser in a $150 million securitization of construction loans originated by Metrofinanciera.

Project and Lease Financing

• Bahia Las Minas.  We advised WestLB and Banco General in connection with arranging and structuring a multiple draw, two-series, $175 million local public bond issue by Bahia Las Minas to finance the partial conversion of a 245MW power plant from heavy fuel oil to coal-burning technology. The finance structure utilized in this transaction is the first of its kind in the Panamanian bond market, and this transaction represents one of the largest project financings in Central America in 2007.
  
  
• San Fernando Pipeline Project. We represented Export-Import Bank of the United States in the $229 million financing of a 120km, 36" diameter natural gas pipeline, including 60,000hp related compression facilities, which will connect existing Pemex pipeline system assets in Tamaulipas State, Mexico. This project will carry 1 billion cubic feet per day of natural gas, increasing the entire Mexican gas transportation system capacity by 20% and was named Euromoney/Project Finance Magazine Latin America Oil and Gas Deal of the Year (2002). 
  
  
• Bajio Power Project. We advised the Export-Import Bank of the United States and lead arrangers BNP Paribas and Norddeutsche Landesbank Girozentrale in connection with the $190 million refinancing of the 601MW Bajio Power Project in Guanajuato, Mexico. We had previously advised the Ex-Im Bank and the Inter-American Development Bank in the original financing of this unique project, which was awarded the Euromoney/Project Finance Magazine Latin America Merchant Deal of the Year (2000).

Back to top

Private Equity/M&A

• Grupo Bimbo.  We represented George Weston Limited, a Canadian public company, which through its operating subsidiaries is one of North America's largest food processing and distribution groups, in the sale of the United States fresh bread and baked goods business of its subsidiary Dunedin Holdings S.à r.l. to Grupo Bimbo, S.A.B. de C.V. for approximately $2.5 billion.  Grupo Bimbo is one of the world’s largest baking companies and is listed on the Mexican Stock Exchange.
   
• Kaltex S.A. de C.V. We advised Kaltex, S.A. de C.V. in its acquisition of all of the shares of Revman Industries from Aeon (USA).
  
  
• Cemex, Inc. We advised Cemex, Inc. in its sale of the assets of the Specialty Minerals Division to Oldcastle Architectural, Inc.
  
  
• MetroNet, S.A. de C.V. We represented MetroNet, S.A. de C.V. in the sale of a minority interest in MetroNet to JPMorgan Capital Corporation and Fondelec Group Inc.

Real Estate Investments

• La Paz.  We represented The Prudential Insurance Company of America in connection with a joint venture for the acquisition and development of land in La Paz, Baja California, Mexico for the development of a hotel, golf course and for sale housing, with aggregate acquisition and development costs of approximately $1 billion.
  
  
• Lion Mexico Fund. We advised the Lion Mexico Fund and its co-investors in connection with the formation of LMF-Frisa Comercial, S. de R.L. de C.V., which involved the contribution, sale and/or development of six shopping centers in and around Mexico City, in a transaction valued in excess of $300 million. It was the largest real estate transaction involving shopping centers in Mexico in 2006.
  
  
• Mexican Retail Properties. We advised Equity International Properties, Ltd. in connection with its investment in Mexican Retail Properties, a developer and owner of Mexican retail properties.
  
  
• ProLogis-Macquarie Fund. We represented the ProLogis-Macquarie Fund in various real property acquisitions in Mexico; the construction of industrial facilities thereon; and the lease of such facilities to various lessees. The first acquisition occurred in March 2002. The ProLogis-Macquarie Fund acquires additional industrial facilities located in Mexico from time to time.
  
  
• Grupo GEO. We advised Prudential Real Estate Investments on a joint venture with Grupo GEO to hold real property to be used for residential development, and on the establishment of a fund, and the sale of interests in the fund, holding the Grupo GEO joint venture interests.
  
  
• GECC-Mexico. We represented GECC-Mexico and affiliates in the formation of a series of joint ventures, in Juarez, San Luis, Huehuetoca and other cities, with Kimco Realty Trust to own and operate strip malls in Mexico anchored by major grocery/retail chains.
  
  
• West LB/Esperanza Capital Partners. We represented WestLB in connection with a loan to Esperanza Capital Partners, LLC to refinance existing indebtedness secured by the Esperanza Resort Hotel in Los Cabos. This transaction involved issues of securing the loan through a master trust arrangement and also cross-border issues involving other security located in the United States and Mexico.

Back to top

Corporate and Securities

Securities

• TV Azteca. We represented TV Azteca in connection with the withdrawal of its former US counsel and subsequent internal investigation, related securities litigation, and the SEC's civil litigation. We most recently represented TV Azteca, Grupo Elektra and Grupo Iusacell in the termination of their ADR programs and subsequent delisting.
  
  
• Cemex España, S.A. We represented Cemex España, S.A. in a $325 million private placement of senior notes.
  
  
• Homex, S.A. We represented Desarrolladora Homex, S.A. in the initial public offering of 10.1 million American Depositary Shares (for an aggregate issuance price of approximately $160 million), involving simultaneous domestic, international and Mexican offerings.

Debt Restructuring

• Corporación Durango, S.A. de C.V. We represented the unsecured bank creditors of Corporación Durango, S.A. de C.V., Mexico's largest pulp/paper company, in its debt restructuring, which was the first "pre pack" restructuring under Mexico's concurso mercantile law.
  
  
• Grupo Minero México. We represented the unsecured creditors of Grupo Minero México, Mexico's largest mining company, in the restructuring of over $1 billion of GMM debt.
  
  
• Manufacturas Kaltex, S.A. de C.V. We represented Manufacturas Kaltex, S.A. de C.V. and Kaltex Textiles, S.A. de C.V. in two exchange offers for up to $145,840,000 in notes under their respective medium term note programs.

Back to top

Litigation and International Arbitration

• TV Azteca. We successfully defended TV Azteca in an enforcement action brought by the Securities and Exchange Commission alleging federal securities fraud and violations of Sarbanes-Oxley. The case was settled, and TV Azteca was not required to pay any damages to the SEC. We also represented TV Azteca in the related internal investigation. Finally, we successfully defended TV Azteca in the parallel securities shareholder class action in the Southern District of New York.
  
  
• Mexican Breach of Contract. We represented three Mexican companies in their defense before the courts for an alleged breach of contract. The international litigation group successfully revoked the $454 million fine.
  
  
• Civil Responsibility Contract Dispute. We represented a Mexican company in their defense before the courts for an alleged extra contractual civil responsibility regarding Internet content.