Latin America. Corporate Practice

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1 Latin America Corporate Practice Covington s corporate practice in Latin America draws on a dedicated team of lawyers who are experienced in dealing with local legal institutions and business practices, and who have the language and cultural skills needed to service clients in a broad range of businesses operating and investing in the region. We are also able to draw upon a network of contacts in the legal, policy and business communities in Latin America to ensure a seamless and cost-efficient integration of local and international advice to our clients. We handle complex assignments in private equity, mergers and acquisitions, financings and capital market transactions, and have been directly involved in significant matters throughout the region, spanning across the finance, insurance, telecommunications, consumer goods and other industries. We are also often brought into one-off situations where our focus is on a business, legal or policy issue that requires the added creativity and experience that our firm can provide or into emerging fields of practice (such as transactions focused on the preservation of forest resources or the mitigation of climate change risks). By coordinating closely with our firm s leading regulatory and international dispute resolution practices, we are able to complement the work of our transactional teams with their added business and strategic insights. Our Latin American corporate practice has focused in recent years on matters involving Mexico, Brazil, Chile, Panama, Colombia, Argentina, and other countries in Central and South America. We have been engaged in matters ranging from early-stage, private equity investments in emerging companies to major strategic acquisitions or dispositions of consumer businesses, banks and other financial services companies, real estate and hospitality assets and other businesses in the region. We also advise companies located in Latin America in connection with capital markets, bank financing and merger and acquisition transactions in the United States and elsewhere. In the course of their careers, our lawyers have been involved in landmark transactions in banking (for example, as co-counsel to Citigroup in its $12.5 billion acquisition of Grupo Financiero Banamex, and as counsel to ING in a series of multi-billion dollar acquisitions and divestitures in the region over a five-year period), insurance, healthcare, telecommunications and media. Our goal, and our competitive strength in every case, is to offer advice that meets the highest standards of professionalism, service and expertise, and to provide a seamless connection to the business, legal and policy environments of Latin America.

2 Representative Matters Grupo Financiero Banorte, the Mexican financial group, and its affiliate Afore XXI Banorte in the $1.6 billion acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria (BBVA), the Spanish bank, to create Mexico s largest pension fund. Received LatinFinance s 2013 Domestic M&A Deal of the Year award. Grupo Sura, the Colombian financial group, and its affiliate AFP Integra S.A. in the $516 million acquisition of 50% of AFP Horizonte S.A., the Peruvian pension fund, from BBVA. Received two 2013 M&A Atlas Awards: Cross Border Deal of the Year (Large Markets) and South America Deal of the Year (Large Markets). Linzor Capital Partners, the Latin American private equity fund, in the merger of the retail operations of its portfolio company Moda en Distribución, S.A.P.I. de C.V., into Devlyn Holdings, S. de R.L. de C.V., to create Mexico s largest eyewear retailer. One Equity Partners in connection with the acquisition of a minority interest in Grupo Phoenix, a consumer goods packaging company with operations in Colombia, Venezuela, Mexico and the United States. UCB S.A. in the acquisition of a majority interest in Meizler Biopharma, S.A., a Brazilian pharmaceutical company that commercializes a portfolio of in-licensed specialty products. GlaxoSmithKline in connection with its acquisition of Laboratorios Phoenix S.A. in Argentina. Citigroup, in connection with the merger of its Chilean operations with Banco de Chile and its subsidiaries, the acquisition by Citigroup of an interest in the controlling shareholder of Banco de Chile and the purchase by Citibank NA of the assets and businesses of the United States branches of Banco de Chile. Tonon Bioenergia S.A. of Brazil in connection with financing obtained from an international bank syndicate. Brysam Global Advisors in the acquisition of a minority equity interest in BCSC, S.A., a consumer finance company in Colombia; and in its sale of Apoyo Económico Familiar, S.A. de C.V., SOFOM, E.N.R. (Apoyo), a leading microfinance lender in Mexico, to Financiera Independencia, S.A.B. de C.V., SOFOR, E.N.R. Hoteles Decameron Colombia, in its partnership with (and other transactions involving) Caribbean Real Estate Opportunity Fund. Ecomadera Forest Conservation, LLC, in connection with a community forestry project in Ecuador. Citigroup Inc., in connection with the re-structuring of Avantel, S.A., and in various completed or proposed acquisitions of financial services businesses in Latin America. British United Provident Association, in connection with its acquisition of the Latin American health insurance businesses of the Amedex Insurance Companies. 2

3 Olmeca Investments B.V. and Nautilus Gibraltar SPRL, as financial investors / earlystage sponsors in, and then in connection with their exit as part of a transaction announced in September, 2006 by, Cablemás, S.A. de C.V., the second largest cable television operator in Mexico. UBS Limited, as financial advisor to Endesa Internacional, S.A. in connection with the reorganization of Endesa s assets in Brazil. Editorial Expansión, in connection with its sale to Time, Inc. Grupo Azucarero México, S.A. de C.V., in connection with a consent solicitation and exchange offer for purposes of its financial restructuring. AIG-GE Capital Latin American Infrastructure Fund as a financial investor / early-stage sponsor and as selling shareholder in a Mexican IPO and Rule 144A placement in the US by Axtel, S.A.; and as a selling shareholder in the offering of securities by Ultrapetrol S.A. Bacardi Limited, in connection with its acquisition of Tequila Cazadores. S.A. de C.V. and in other completed or proposed transactions in Latin America. International Managed Care Advisors, in connection with the creation of, and eventual exit from, Provincia Salud and Provincia ART, in Argentina. Caesar Park Hotels & Resorts Asia Corporation, in connection with the sale of a major hotel property in Panama. Covington s Value Proposition in Latin America Deep experience with M&A transaction structures and other deal practices that are common in Latin America but unfamiliar in the United States and Europe. These structures (involving, e.g., restricted due diligence, simultaneous signing and closing, a focus on quantitative tests, carefully tailored escrow arrangements, purchase price adjustment provisions and indemnity caps) are often new and challenging for companies operating or investing in the region. An extensive network of relationships with leading lawyers and law firms in the key jurisdictions (including Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Panama, Peru and Venezuela). In each of those countries, we have close personal relationships with professionals with whom we can liaise seamlessly and cost-effectively. This allows us to access the best talent as needed, and to offer a combined service that emphasizes speed, coordination and minimizing cost. Language & cultural capability. We are good comparativists, and have many years of combined experience with the business and legal cultures in Latin America. Our lawyers are bi- or tri-lingual (English, Spanish, Portuguese) and, in some instances, have Civil Law as well as US and/or UK legal training. We can work with documents in the local languages at every level (i.e., from due diligence review to the drafting and negotiation of definitive documents), and can participate fluently in negotiations conducted in Spanish and/or Portuguese. This allows us to be particularly effective when advising on negotiation strategy and on issue-resolution, as well as anticipate and address potential conflicts or disputes. 3

4 User-friendly documents. We have worked over the years in the drafting of agreements that are consistent with US M&A and finance practices (and are governed by New York law) but are specifically tailored to the Latin American context: this allows for a more streamlined negotiation, less friction and risk of misunderstanding, less confusion between legal terms that have different meanings in the Latin American legal context and, as a result, lower cost and more efficient delivery of the finished work product. Experience and familiarity with a wide range of transactions. These include smaller private equity deals (e.g., the capitalization of a private health insurance company (prepaga) in Argentina, or the organization of a new telecommunications service provider in Mexico), medium size acquisitions and financings (e.g., the purchase by a JP Morgan affiliate of a minority interest in one of the leading financial institutions in Colombia, or the provision of pre-export financing for a leading sugar exporting company in Brazil) and some of the largest merger transactions reported in the region (e.g., Citigroup s purchase of Grupo Financiero Banamex in Mexico and the merger of Citibank Chile with Banco de Chile). Experience with (and access to) regulators and other government officials. Since many Covington attorneys and advisors have held senior positions in the U.S. government, we have an unparalleled ability to approach and help resolve local regulatory or government relations issues at a high level and with added credibility. Experience addressing potential future issues of expropriation / arbitration. We have been involved in the arbitration and resolution of some of the most significant investment disputes with governments in Latin America, and can advise on how a proposed investment can be best structured to provide the best available treaty coverage in the event of a dispute. 4

5 The Covington Team Rubén Kraiem Partner New York rkraiem@cov.com Rubén Kraiem is a corporate partner who advises clients with business interests in Latin America, as well as companies based in Latin America who are engaged in cross-border acquisitions or financings. Mr. Kraiem has been involved in many significant life sciences, banking and insurance-related acquisitions and joint ventures in Latin America, as well as transactions in industries as diverse as telecommunications, media, real estate development, healthcare, and consumer products. Mr. Kraiem is also co-chair of the firm's Clean Energy & Climate Industry Group. Mr. Kraiem has been recognized by Chambers USA, Legal 500 Latin America, New York Super Lawyers, and he was recently named by Global M&A Network as one of the Top 50: Americas M&A Star Dealmakers. Representative Matters Counsel to Grupo Financiero Banorte, the Mexican financial group, and its affiliate Afore XXI Banorte in the $1.6 billion acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria (BBVA), the Spanish bank, to create Mexico s largest pension fund. This matter was awarded LatinFinance s 2013 Domestic M&A Deal of the Year. Counsel to Grupo Sura, the Colombian financial group, and its affiliate AFP Integra S.A. in the $516 million acquisition of 50% of AFP Horizonte S.A., the Peruvian pension fund, from BBVA. This matter received two M&A Atlas Awards: Cross Border Deal of the Year (Large Markets) and South America Deal of the Year (Large Markets). Counsel to One Equity Partners in connection with the acquisition of a minority interest in Grupo Phoenix, a consumer goods packaging company with operations in Colombia, Venezuela, Mexico and the United States. Counsel to GlaxoSmithKline in connection with its acquisition of Laboratorios Phoenix S.A. in Argentina. Counsel to Citigroup in connection with the merger of Citigroup s Chilean operations with Banco de Chile and the acquisition of Banco de Chile s branches in the United States. Counsel to Tonon Bioenergia S.A. of Brazil in connection with financing obtained from an international bank syndicate. Counsel to Brysam Global Partners in the acquisition of a minority equity interest in BCSC, S.A., a consumer finance company in Colombia. Counsel to AIG-GE Capital Latin American Infrastructure Fund in connection with several investments in (and eventual exit from) companies in Mexico including Axtel S.A. and Cablemás S.A. 5

6 Mr. Kraiem received his J.D., cum laude, from Harvard Law School where he was Articles Editor of The Harvard International Law Journal. He received his B.A., summa cum laude, from Yale University. Gabriel J. Mesa Of Counsel New York gmesa@cov.com Gabriel Mesa is of counsel in the firm s New York office and a member of the Corporate Practice Group. He has counseled corporations in joint ventures and private mergers and acquisitions in Latin America and other emerging markets as well as in the United States. His work spans venture capital and private equity investments, strategic acquisitions, privatizations and oil and gas ventures. Mr. Mesa has been recognized by Legal 500 Latin America and Chambers Global, and he was recently named by Latinvex as one of Latin America s Top 100 Lawyers. Representative Matters Counsel to Grupo Financiero Banorte, the Mexican financial group, and its affiliate Afore XXI Banorte in the $1.6 billion acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria (BBVA), the Spanish bank, to create Mexico s largest pension fund. This matter was awarded LatinFinance s 2013 Domestic M&A Deal of the Year. Counsel to Grupo Sura, the Colombian financial group, and its affiliate AFP Integra S.A. in the $516 million acquisition of 50% of AFP Horizonte S.A., the Peruvian pension fund, from BBVA. This matter received two M&A Atlas Awards: Cross Border Deal of the Year (Large Markets) and South America Deal of the Year (Large Markets). Counsel to Linzor Capital Partners, the Latin American private equity fund, in the merger of the retail operations of its portfolio company Moda en Distribución, S.A.P.I. de C.V., into Devlyn Holdings, S. de R.L. de C.V., to create Mexico s largest eyewear retailer. Counsel to One Equity Partners in connection with the acquisition of a minority interest in Grupo Phoenix, a consumer goods packaging company with operations in Colombia, Venezuela, Mexico and the United States. Counsel to a major European commercial bank in connection with a series of multi-billion dollar acquisitions and divestitures of financial services companies in Latin America over a five year period, including transactions in Mexico, Colombia, Chile, Uruguay and Argentina. Counsel to a Colombian pipeline company and its parent in connection with a significant minority investment by a US private equity firm. Counsel to a US private equity firm in connection with the acquisition of a controlling interest in a Latin American pharmaceuticals business. Counsel to a leading multinational reinsurer in connection with the unwinding of a joint venture in Brazil. 6

7 Counsel to a Colombian utility and its controlling shareholder in the unwinding of a project financing and in the sale of a controlling stake in the project to two private equity firms. Counsel to a private equity firm in connection with the restructuring of its equity interest in a pan-latin American distributor of computer products. Counsel to a European energy company in connection with the acquisition of a power plant in Panama, and in the contemporaneous sale of a gas distribution company in Peru. Counsel to the management of a Mexican paper products company in connection with the acquisition of a controlling interest by a private equity firm. Mr. Mesa received his J.D. from Columbia University School of Law where he was Book Reviews Editor of the Columbia Law Review and a Harlan Fiske Stone Scholar. He received his B.A. from Yale University Covington & Burling LLP. All rights reserved. 7