CORPORATE LAW PRACTICE

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1 CORPORATE LAW PRACTICE Represented the shareholders of Ecuador Bottling Company Corp. (EBC) in the US$320 million acquisition by Embotelladoras Arca, S.A.B. de C.V. of a controlling interest in EBC. Representation of Thoma Bravo, LLC, in its acquisition of LANDesk Software in Mexico, a global leader in systems lifecycle management, endpoint security and IT service management, from Emerson Electric Co. Representation of Telefónica Mexico in two sale and leaseback transactions with American Tower and Global Towers (Macquarie), respectively, for an aggregate amount of US$540 million, comprising 2,700 wireless telecommunication towers located within Mexico. Representation of Banco Bradesco of Brazil in the acquisition of IBI Mexico from Cofra, as part of Bradesco s US$900 million acquisition of IBI s operations in Brazil and Mexico. Representation of News Corporation and The DIRECTV Group in the US$580 million reorganization of the direct-to-home (DTH) satellite TV platform in Mexico, Brazil and Latin America. Counsel to Sentinel Capital Partners, in Mexican law issues related with its US$200 million merger buyout of Engineered Controls International, a global leader in the manufacture of pressure regulators, valves and compressors. Represented the controlling shareholders of Industrias Innopack, in the sale of their stake in the company for a total amount of US$210 million. Representation of GTCR, in its acquisition, through its portfolio company Devicor Medical Products, of Johnson & Johnson s breast care division, Ethicon Endo- Surgery. Representation of Pardus Capital Management, L.P. and a group of other leading private equity investors, in the corporate reorganization and spin-off of a certain business of Delphi in México, arising from the approximately US$2.55 billion worldwide Chapter 11 reorganization of Delphi Corporation, a leading global supplier for the automotive industry. 1

2 Representation of Avista Capital Partners, in Mexican law issues related with its US$780 million global acquisition of The Clorox Company s auto care business, including the STP and Armor All product lines. Represented Desarrolladora Homex on its US$190 million dollars acquisition of Controladora Casas Beta. Represented Urbi Desarrollos Urbanos in the structuring and inception of a Master Trust Agreement jointly with the National Infrastructure Fund (Fonadin-Banobras) and various private equity funds, for the development and construction of the Valle San Pedro sustainable housing development (DUIS), located in the municipalities of Tijuana and Tecate, Baja California, for a total underlying amount of US$300 million. Representation of LaSalle Mexico Fund I, LP, in its joint venture association with PSP Pension Fund (Canada), and in the US$23.5 million purchase of the former Getaway Moranda hotel and property located in Puerto Vallarta, Mexico, from Thomas Cook Vacation Group, for the re-development of same into a brand-name hotel operated by one of LaSalle s operating partners. Representation of Windjammer Capital Investors in its US$235 million acquisition of BBB Industries, a leading supplier of remanufactured and new starters and alternators for the automotive, light truck, and heavy-duty vehicle aftermarket. Counsel to Crescent Point Advisors in its financing of and investment in a Mexican iron-ore mine producer located in Morelia, Mexico. Representation of Profuturo GNP in the acquisition of Scotiabank s Mandatory Pension Fund portfolio (Afore). Represented ABC Capital in the acquisition through merger of Banco Amigo. Represented Yum! Restaurants in the sale of all the assets used in its KFC and Pizza Hut fast food restaurant businesses in Mexico. Representation of AarhusKarlshamn A/S in its joint venture with Impulsora de Michoacan for the development of oil vegetable products in Morelia, Mexico. Representing LaSalle Mexico Fund I LP in its US$30 million secured financing with GE Mexico for acquisition of an industrial park. Counsel to Wamex in its investment in MediAccess, and the acquisition of ISES NOVA, an insurance company previously owned by Grupo Alfa. 2

3 Represented Tresalia Capital in a number of joint ventures for the development of various residential projects in Mexico City. Represented Nexxus Capital in the joint venture with Walton Street Capital and Grupo Chartwell for the acquisition, development and operation of touristic hotels and touristic real estate projects in Mexico (including among others, the management and operation of Hilton Hotels). Represented ABC Capital in the acquisition of the operative assets of Crédito y Casa, and the management of its loan portfolio for Sociedad Hipotecaria Federal. Representation of The Bank of New York Mellon México, in the transfer of the fiduciary portfolio acquired from Banco J.P. Morgan México. Representation of the Government of Canada in its various real estate acquisitions in Mexico for the establishment of diplomatic and consular premises. Represented Nexxus Capital in the acquisition of Laboratorios Oriard, for a total amount of US$75 million. Represented Urbi Desarrollos Urbanos on its strategic alliance with Prudential Real Estate Investors to co-invest up to US$1 billion for development of housing projects. Representation of Paul Capital Advisors LLC in the acquisition of a securities portfolio in Mexico. Representation Saw Mill Capital LLC in the acquisition of the extruded plastics business of Filtrona Extrusión USA, including all manufacturing facilities located in Monterrey, Nuevo Leon. Representation of Corporacion Interamericana de Entretenimiento (CIE) in the MXP$255 million sale of its amusement park division comprised by La Feria de Chapultepec in Mexico City, El CICI in Acapulco and Selva Mágica in Guadalajara. Representing Welch Allyn Holdings, Inc. in its acquisition of the medical equipment business of MD International in Mexico. Acted as deal counsel to HIG Capital in the purchase of the Mexican subsidiaries of Stant Corp as part of the Mexican portion of the insolvency process. 3

4 Counsel to Iridium Satellite in its joint venture with Spacenet Comunicaciones de Mexico, and representation to obtain public concessions to operate a public telecommunications network in Mexico, and for landing rights for Iridium's foreign satellite system. Represented Nexxus Capital in its private equity investment in Crédito Real of US$25 million for a minority interest. Representation of Aarhus United in the antitrust proceedings for the approval of a US$250 million transaction. Represented Tresalia Capital on the acquisition of a controlling interest in Universidad ETAC for US$13 million. Represented Tintas Sánchez in the acquisition of Prodaplag and Barnimex. Represents Consorcio Ara and O'Connor Capital Partners on their joint development of shopping centers in Mexico. Represented AMB Capital Partners and G Acción in the sale and leaseback to IBM de México, of the Industrial Park of Los Altos, located at Guadalajara, Mexico, for an aggregate amount of US$52 million. Represented the Mexican Government's agency for the administration and liquidation of assets (SAE) in the public bid for the sale of various expropriated sugar mills. Represented the Mexican Government's agency for the administration and liquidation of assets (SAE) in the sale through public bid of the industrial units of Grupo Tebo. Representation of Sun Capital Partners in the acquisition of the bath & kitchen products business of American Standard in Mexico, including the acquisition of 5 manufacturing facilities and obtaining new IMMEX permits. Representation of AIG in the proposed acquisition of the automotive parts business and manufacturing facilities owned by Delphi Ride Dynamics. Representation of Sun Capital Partners Group in the proposed acquisition of the body and chassis system businesses of Arvin Meritor, Inc. in Mexico, including its manufacturing facilities in Puebla, Querétaro and San Luis Potosi. 4

5 Representation of Waukesha-Pearce Industries, Pearce Industries and its Mexican subsidiary WPI de Mexico in a complex asset sale of heavy construction machinery and industrial engines to Marubeni Maquinarias México. Representation of Hughes Electronics Corporation and DIRECTV in relation with News Corporation s US$6.6 billion acquisition from General Motors of a 34% controlling interest in Hughes and its subsidiaries DIRECTV, DIRECTV Latin America, Hughes Network Systems and PanAmSat Corporation. Advised Controladora Riviera Maya on its acquisition of Hazama Corporation Desarrollo de Turismo, and of the Pok-ta-Pok golf course located in Cancun. Represented the Mexican Government's agency for the administration and liquidation of assets (SAE) in the sale through public bid of a portfolio of real estate assets in an aggregate amount of US$36 million dollars. Represented Cushman & Wakefield, as placing agent, and HSBC México and BBVA Bancomer, as sellers, in the sale through public bid of three real estate and receivables portfolios, in an aggregate amount of US$30 million dollars. Represented Multioperadora de Sistemas in its joint venture with Maxcom Telecomunicaciones to provide telephone services through cable (HFC) using VoIP. Represented Zoom Media Group in its joint venture with Televisa to publish magazines in Mexico and Latin America, including the "Poder" and "Loft" magazines. Representation of Credito Maestro in the acquisition by Credito Real, of a US$200 million credit portfolio. Represented Industrias Innopack in the sale of its equity participation on the joint venture with Graham Packaging. Represented Cushman & Wakefield, as broker agent, and Banco Obrero and Banco Unión, through their bankruptcy liquidator IPAB, in the judicial sale under bankruptcy procedures of two mortgage portfolios in an aggregate amount of US$35 million dollars. Counsel to Cinepolis in the bidding process for the proposed acquisition of its competitor Cinemex. Representation of Corporación Soros in the acquisition by Alta Growth Capital Mexico Fund, L.P. of 40% of the capital stock of Holding Amerimed, S.A.P.I de 5

6 C.V., which owns and operates hospitals and clinics in some of the most important resort destinations in Mexico. Representation of G. Acción and its management shareholders in the US$125 million sale of 60% of the capital stock of such company to AMB Property Corporation. Representation of Corporación Mexicana de Inversiones de Capital, Mexico s government bank backed private equity Fund of Funds, in more than US$150 million of investments in different private equity funds in Mexico and Latin America. Representation of LaSalle Investment Management in its US$86 million joint venture with Grupo Copri, for the construction and development of a 725-unit commercial and residential mixed-use project in Playa del Carmen, Quintana Roo. Representation of SILLC Holdings LLC, a Citigroup controlled entity, in the US$300 million sale of GST Autoleather Inc. to Advantage Partners, Japan s largest private equity fund. Representation of INMESP Desarrolladora (a private equity fund of BBVA Bancomer) in the acquisition from ANIDA of approximately 100,000 square meters of real estate located in the City of Puebla, to construct and develop 250 town-houses and 200 apartments. Representation of Corporación Inmobiliaria Ejército in its joint venture with Automotriz TAME, for the development of a mixed-use commercial and residential real estate project in Mexico City. Representation of Transurban, one of the largest toll-road operators in the world, in its assessment towards participation in FARAC 1. Representation of CIE in a US$200 million transaction through which a group led by Gavea Investimentos acquired a majority interest in its entertainment business in South America. Representation of Grupo LAR of Spain and G. Acción of Mexico, in the US$130 million acquisition of 340 individual tracts of land in Bosque Real in the State of Mexico, for the construction of 11 single-family residential towers. Representation of LaSalle Investment Management in its US$86 million jointventure with Grupo Copri, for the development of the 2,500-unit Residencial Parque San Antonio real estate project in Mexico City. 6

7 Representation of Teksid Aluminum Luxembourg in the US$415 million sale of strategic assets in Mexico and in other jurisdictions to Tenedora Nemak, a whollyowned subsidiary of Alfa. Representation of Apollo Investment Corporation in connection with a US$86 million senior secured note purchase financing to Varel International Industries. Representation of Evergreen Pacific Partners in the US$103 million acquisition of three Mexican radio stations which broadcast into Southern California. Representation of LaSalle Investment Management in the US$150 million joint venture with Constructora Planigrupo for the development of commercial and retail projects throughout Mexico. Representation of Jones Lang LaSalle in the US$60 million acquisition from General Electric of a major industrial real estate portfolio in Ciudad Juárez, Chihuahua, consisting of 357,326 square meters of real estate and 19 buildings located in 5 industrial parks. Representation of Banorte in a revolving loan facility to AES Mérida III, for the operation of a 484 MW combined-cycle power plant in Mérida, Mexico. Representation of GICSA in the negotiations with Grupo Posadas concerning the development of 20 hotels to be located in medium size cities within Mexican territory under the new Posadas brand One. Representation of Planigrupo LaSalle I, in the acquisition of real estate in Hermosillo, Sonora, Mexico, for the development of a mixed use commercial / retail project. Representation of Windjammer Capital Investors in its US$183 million financing for purposes of consummating the acquisition of BBB Industries. Representation of The DIRECTV Group in the US$58 million sale to SKY DTH of a portion of its equity interests in Innova, which operates the SKY direct-to-home satellite pay television service in Mexico. Representation of G. Acción in the sale of its 50% equity interests in Cushman & Wakefield de México and its subsidiaries. Representation of The DIRECTV Group in the licensing of satellite transponders to MVS Televisión for the provision of uplink services to DIRECTV Latin America. 7

8 Representation of Front Porch Communities in its US$100 million joint venture investment with Monterrey-based Grupo Romo, for the development of a 400-plus unit active adult US-style retirement community in the Nuevo Vallarta, State of Nayarit, Mexico. Assisted Private Retreats, a Tanner & Haley Destination Club, in its US$100 million master refinancing and debtor-in-possession restructuring related to luxury vacation houses in the Cabo San Lucas, Mexico and other locations. Representation of Desarrollos Comerciales y Habitacionales Vallarta in its purchase of two tracts of land comprising more than 65,000 square meters of prime oceanfront and marina real estate in Nuevo Vallarta. Assisted The Engles Group, in its purchase of 54 acres of prime oceanfront property within the Costa Banderas Master Development, north of Puerto Vallarta, Mexico. Representation of Maxcom Telecomunicaciones in the acquisition of 100% of the equity of Telereunión, Telscape de México and Sierra USA Communications. Represented The Engles Group in a loan facility granted by Bank of America, for the acquisition of residential property within the Punta Mita Residential Master Development, north of Puerto Vallarta, Mexico. Representation of G. Acción in the sale to Actinver Private Equity of a 50% equity interest in Central Parking System México. Representation of GICSA in the negotiation with Grupo Posadas of Hotel Management Agreements for two large luxury hotels to be located in Acapulco and for the real estate development known as Arcos Bosques in Mexico City. Representation of Papa John s International (Pizza) (NASDAQ (PZZA)), in its acquisition of the Mexico City based Papa John s Pizza Franchisees. Representation of G. Acción in the acquisition of Central Parking Corporation s 50% equity interest in Central Parking System México and Servicios Corporativos para Estacionamientos. Representation of Bay-Inelectra in a US$150 million project for the development of a major facility in the Gulf of Mexico for PEMEX. Representation of Corporación Industrial Juárez in the acquisition of a major maquiladora park and a US$45 million financing by General Electric Real Estate Mexico. 8

9 Representation of Deutsche Bank (as trustee) in the acquisition of an initial 500,000 square meter area of commercial space in Mexico City. Representation of Quality Films, in its sale to Inbursa and Nuvisión. Representation of The DIRECTV Group in the US$200 million sale of assets pertaining to its set-top-box manufacturing and distribution business to Thompson. Representation of Finest City Broadcasting, in a US$53 million acquisition financing from CIT Lending Services Corporation. Representation of Chelton Microwave Corporation, in its US$250 million acquisition of Remec. Representation of Alcatel and Ascom in a US$40 million project for the installation of fiber optic backbone and access card validation system throughout Mexico City s Subway Network (Sistema de Transporte Colectivo Metro). Representation of Six-Sigma Networks in its multi-million business relationship with Hewlett Packard for the procurement of an information technology solution for the Instituto Latinoamericano de la Comunicación Educativa. Representation of Thales Raytheon Company in the sale of 5 radars for the Mexican Navy, and in the establishment of a surveillance system for Mexican National Defense. Representation of FONATUR (the Mexican governmental tourism trust) in the sale of a resort golf course in San José del Cabo, State of Baja California Sur, Mexico. Representation of Nayarpro in the sale of Grupo Hapec, owner of the Solare Resort hotel in Nuevo Vallarta, Jalisco, Mexico. Representation of Hidrobenz and Hidrosina in their acquisition from Wärtsila of a 50% interest in Energía y Agua Pura de Cozumel, the owner of a heavy fuel oilfired 24 MW power plant located in Cozumel, Quintana Roo, México. Representation of Mueller Industries, Inc. (a Tennessee-based NYSE listed company (MLI)), in its US$45 million acquisition of Grupo Siller, a major Mexican plumbing and flow control supply conglomerate. 9

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