Corporate / Finance
This practice spans several industries (financial, real estate, agribusiness and natural resources, food industry, medical, telecommunications, etc.) and includes services in every aspect of business law, such as structuring of start-ups, private equity, corporate finance, corporate governance, mergers and acquisitions, offshore transacting, restructurings and bankruptcies, lending, securities, capital markets.
Our corporate department is big enough to attend the needs of multinationals such as McDonald’s, Mondelez (Kraft Foods), Google, Dole, Fox Channels, Sacyr, and Olam, inter alia, but still with the appropriate size to keep one of our distinguishing features, which is the personalized service to clients.
Because of its transactional nature, this practice interrelates ordinarily with the labor and tax areas, enabling us to participate in complex and important transactions that call for multidisciplinary assistance.
By way of example, transactions on this area we usually work on include:
- Corporate transfer (mergers, acquisitions)
- Strategic alliance (joint-ventures)
- Legal audits
- Lending (secured, unsecured)
- Guarantees (liens, mortgages, trusts)
- Securities, Capital Markets
- Regulatory framework
- Investment projects
Based on the regular services we provide to financial agents (banks, fund managers, financial companies, brokers, trusts), our firm has gained significant experience in financial issues (financial structuring, funding), turning it into one of our most outstanding sides.
Historically we have had a strong muscle in the banking sector, with a panel of prestigious clients, which include Banco Santander, ING Bank, Banco Itaú, Eksport Kredit Fonden, KfW IPEX GmbH, DEG – Deutsche Investitions -und Entwicklungsgesellschaft mbH, Inter-American Bank, Japan Bank for International Cooperation, Bayern LB, Goldman Sachs, Societé de Promotion et de Participation pour la Cooperation Economique S.A., Zurcher Kantonalbank, General Electric Capital, Bank of Singapore and State Street Bank. This capability led to our participation in landmark transactions, such as the merger between Banco Santander and ABN AMRO Bank (also a former client of the firm) which gave rise to the largest private bank in Uruguay, the merger of bankrupt banks Banco la Caja Obrera, Banco Montevideo and Banco Comercial during the banking crisis of 2002, to create a new bank, Nuevo Banco Comercial (now ScotiaBank), the acquisition of Creditel and of Retop (leading consumer financing houses) by Banco Santander.
We have added strong expertise in the consumer finance sector providing advice to financial houses; they have become increasingly important in the country, attracting from banks the low and middle-income clientele. There, our firm provides advice to Creditel, Créditos de la Casa and the Association of Financial Houses.
Lately, with the surge of infrastructure projects, our firm has become a frontrunner in this new trend of project finance transactions in the country. We have participated in most of the transactions that have seen financial close or are being negotiated to date.
In the oil and gas sector, the firm provided advice to IDB and JBIC in two project financings for the construction and operation of the largest floating storage LNG regasification terminal in the world (one for the onshore facilities and one for the offshore facilities), then discontinued.
More recently, the firm was retained to structure the first-ever issuance of projects bonds, for the first-ever PPP Project in the country. Due to its recognition in the infrastructure sector, the firm was retained by the Corporación Nacional para el Desarrollo, the governmental agency specialized in structuring infrastructure projects, as advisor for structuring of infrastructure projects.
In the renewable energy industry, particularly, the firm is a market leader, having participated in nine project financings so far.
Finally, we have had always a recognized presence in the capital markets industry. In this area, most notably, we participated in a landmark transaction involving the formation of an equity trust for the construction of two residential buildings constructed through the use of air rights, and are participating in the first issuance ever of project bonds in the country.
Worth of mentioning are the following cases, in which we had or currently have active participation
- Representing the Inter-American Development Bank (IDB) and Japan Bank for International Cooperation (JBIC), in the granting of a senior secured, long-term project financing for almost half a billion USD, for the projected onshore facilities of the GNL del Plata Floating Storage Regasification Terminal (FSRU), to be developed by GNLS, a joint venture company owned by GDF Suez and Marubeni.
Our involvement here included carrying out the due diligence of the project documents, the project company and the permits, licenses and authorizations, the renegotiation of the project documents with the Uruguayan government to adjust them to bankability standards of lenders, and the negotiation with the project company of the financing terms;
- In related matter to the above, we also represented the Inter-American Development Bank (IDB) and Japan Bank for International Cooperation (JBIC) in the granting of a senior secured, long-term project financing for the projected offshore facilities (basically the FSRU vessel) of the GNL del Plata Project, to be developed by Mitsui O.S.K Lines (MOL), with a value of approx. US$ 300 million.
Our firm provided advice to lenders, and our role was conducting due diligence of the project documents, of the project company and of the permits, licenses and authorizations, and assisting in the negotiation of the financing terms.
- As part of its public-policy of diversification of its energy matrix and of meeting renewable energy targets, the state electric company UTE developed a 141.6 MW wind park valued in approx. US$ 325 million. The vehicle for this project was a financial trust set up by UTE. The equity for the project was provided by UTE itself (20%) and the balance through an issuance of equity securities (certificates of participation in the financial trust) in the local capital markets, the bulk of which was sold to institutional investors, and a small portion to retail investors. The debt financing for the project was provided by KfW and Bayern LB through a senior secured long term facility with an ECA cover by Euler Hermes.
Our firm was local counsel for the lenders, and in such capacity, we participated in the negotiation of all of the project documents (including the structuring of the issuance of equity securities in the capital markets), in the structuring of a security package that involved conveying all the assets of the financial trust into a security trust, and in the preparation of all other finance documents. It should be noted that this structure proposed by our firm was later replicated by UTE in other wind power projects.
- We represented Banco Santander Spain and Banco Santander Uruguay (regular client of our firm) in a US$ 110 million project bond issuance in the local capital markets to finance a PPP project for the design, construction, maintenance and operation of a prison facility in the outskirts of the City of Montevideo. This project was a twofold novelty in Uruguay: it was the first-ever PPP project and the first-ever project bond issuance in the history of the country. The special purpose company called Unidad Punta de Rieles S.A. has a PPP contract with the Ministry of the Interior of Uruguay, and issued project bonds distributed to institutional investors to finance 85% of the investment costs of the project.
In this transaction our role was to assist Banco Santander in the structuring of the issuance, assisting in the negotiation of the project documents, conducting a local legal due diligence of the project, assisting in the road shows and meetings with potential investors, assisting in the credit rating process for the issuance, assisting in the regulatory process before the Central Bank of Uruguay, drafting the local law security documents, and assisting in the preparation of the offering memorandum, issuance documents and other finance documents.
- We acted as special counsel to Credit Agricole Corporate and Investment Bank (CACIB) in a project financing for the construction, commissioning, maintenance and operation of a 49.2 MW wind park (credit facility of US$ 85 million), developed by Kiyú Parque Eólico S.A., a project company belonging to the Cobra Group.
Our firm provided advice to the lender and in that capacity conducted the local law due diligence, reviewed the project documents, drafted the security documents, reviewed the finance documents, and assisted in the closing of the transaction.
- For many years we have been regular counsellors to ING Bank N.V. and its subsidiaries in Uruguay. Our latest most significant representation was that in a credit facility of up to US$ 66 million granted to the Uruguayan state-owned oil company, ANCAP, for the purpose of financing the import of crude oil and derivatives.
Our participation included the operational support and the overall legal advice on all Uruguayan law related issues connected with the transaction, including the review of the financing documentation to be executed in Uruguay.
- We represented DEG -Deutsche Investitions -und Entwicklungsgesellschaft mbH in a US$ 45 million project financing between DEG and Banco de la República Oriental del Uruguay (state-owned development bank in Uruguay) for the construction of a specialized bulk cargo terminal for the storage of grain and wood in the port of Montevideo by Obrinel (a joint venture company between Hidrovias do Brazil and local group Christophersen).
We provided advice to DEG and in that capacity conducted the due diligence of the project and the project documents, reviewed the credit facilities (foreign and local), drafted the security agreements, negotiated and drafted the security sharing agreements, and assisted in the closing of the transaction.
- We assisted Banco Santander (co-lender) in a project financing granted to Hidrovias do Brazil through a syndicated facility between IFC, IADB and Banco Santander (Uruguay) for the construction of fleets of pushers, barges and vessels for the transportation of iron out of Brazil through the Parana-Paraguay watergate, pursuant to a take-or-pay agreement between Vale (Brazilian mining company) and Hidrovias.
We acted as regular counsel to the Sponsor and to Banco Santander – provided advice to both of them through different teams, in a matter valued at approx.US$ 370 million.
- We assisted in the purchase by OHG Mining LP from Trilogy Mining Corporation (Canada), of shares of local companies holding mining rights in Uruguay, for the purpose of funding operational expenses of these companies.
The transaction included a due diligence process performed on the Uruguayan corporations and the support of a due diligence performed by foreign counsel on the foreign shareholder of the Uruguayan corporations.
- We assisted New Zealand Farming Systems Uruguay (Olam Group) in the acquisition of 100% of the shares of BG Industria Láctea S.A., for the installation of a dairy industry processing plant with capacity to deliver 1,200,000 liters per day of milk, in the department of San José.
Our firm provided advice to the buyer Olam in the acquisition of shares and we are currently working on the implementation of the project, valued at approx. US$ 80 million.