CROSS-BORDER FINANCE
A principal area of competence of the firm is cross-border finance. Since its founding, the firm has been engaged throughout Latin America as both borrower-side and lender-side counsel on an array of structures including commercial bank loans (senior and subordinated), private credit / direct lending, letter of credit facilities / credit support, pre-export financings, acquisition finance and other structured finance operations, as well as project finance (including project bonds). The firm’s partners also have extensive experience in the capital markets and debt restructuring.
The firm is ranked in Chambers as Band 2 for Banking & Finance, and both its co-founding partners are individually ranked, with Stephen Hood ranked as Band 1 and Rebecca Roman as Up and Coming in the same category.
PROJECT FINANCE
The firm is arguably best recognized by the market for its expertise in structuring, development and financing of infrastructure, oil services and other energy projects in Latin America. Founded in late 2020, the firm is already ranked as a Chambers Band 1 law firm for Project Finance (with its co-founding partners Stephen Hood also ranked in the same publication as Band 1 and Rebecca Roman as Band 2) and the firm is recognized by Legal 500 for its work in Latin America in Projects and Energy. Stephen Hood is also listed as a Thought Leader by WWL.
In addition to a typical project finance counsel role, as part of its broader project finance practice, the firm is regularly engaged in the negotiation of project documents including EPC contracts, build, operate and transfer (BOT) contracts, supply agreements and early works/FEED agreements, among others.
M&A
The firm represents Brazilian, other Latin American and global companies in cross-border mergers and acquisitions transactions where the SPA is governed by New York or English law, as well as in the negotiation of corporate agreements such as shareholders and joint venture agreements. The firm provides regular advice to clients on corporate governance and shareholder rights issues in connection with their equity and joint venture investments. Partners of the firm also have experience in the financing of acquisitions via committed funds acquisition financings in bidding situations and otherwise.
While a majority of the firm’s mergers and acquisitions and other corporate structuring engagements have been in the infrastructure and energy sectors (including airports, ports, oil and gas, and renewable energy), the firm has also been retained on recent transactions in the agribusiness, petrochemicals and medical devices sectors. The firm has acted on both private and listed company sales and acquisitions, bringing on as necessary specific co-counsel selected from among specialized firms in the US and/or UK, for example, in areas such as US bankruptcy, securities laws (including NASDAQ listings), and tax.
RESTRUCTURING
The firm’s partners have significant experience in out-of-court restructuring and debt refinancing transactions. They have worked on dollar debt restructurings of oil services companies, construction companies and airlines, as well as consensual refinancings, reprofilings and bond takeouts of bridge loans, long term development bank project financing loans and commercial bank loans.
GENERAL ADVICE - NY & ENGLISH LAW CONTRACTS
The firm is available to advise Latin American and other multinational companies and local law firms on general aspects of New York and English-law governed contractual matters. In addition to drafting and negotiating contracts from the outset, the firm has been retained on questions of contractual interpretation in pre-litigation disputes.
As part of its New York and English law general advice practice, the firm is also regularly engaged to provide legal opinions on contractual matters – whether straightforward enforceability legal opinions or reasoned opinions.
SPECIAL ADVISOR ROLE
Capitalizing on its boutique model and the vast experience of its founding partners, particularly Stephen Hood, the firm offers a unique “special advisor” role to its clients. In this role, the firm’s partners effectively serve as general counsel for a specific transaction, assembling co-counsel teams from among lesser-known firms but with the necessary specialized legal and industry regulatory expertise for the particular transaction. The firm’s partners subsequently participate at a high level in all elements of the deal, proactively managing the co-counsel team (and thereby their cost to the client) while staying up-to-speed on the material issues such that they are able to provide valuable strategic advice which is complementary to the advice being provided by co-counsel.
This unique service helps Latin American companies both navigate transactions which may be unfamiliar territory and has proven to assist them in achieving closure at a significantly lower cost compared with the client simply approaching one of the well-known international firms active in Latin American and relying on specialists all within the same firm.
