Transactional
Latin America
Overview
The Latin America Practice Group has provided services to clients in Latin America, and for Latin American clients around the world, for more than 30 years.
Gibson, Dunn & Crutcher’s Latin America practice allows us to provide global legal services to our clients and shows our commitment to this dynamic region. The group draws on the legal, linguistic and cultural experience of its members to advise a broad base of transnational clients. Many group members are fluent in Portuguese and Spanish and conduct business in those languages. Our representations have included:
- Mergers and acquisitions
- Venture capital and other private equity transactions
- Capital market transactions (including ADRs and Rule 144A transactions)
- Debt reorganizations, including tender and exchange offers
- Project finance
- Multilateral and syndicated credits
- Tax matters
- Government expropriations
- Debt conversion
- Insurance
- Litigation and international arbitrations
The Latin America group works with private clients and governmental institutions. We have participated in the renegotiation of sovereign debt as well as advised companies and governments in major privatizations.
Experience
- Abertis Infraestructuras, S.A. in its $3.3 billion investment to upgrade, operate and maintain four toll roads in Puerto Rico. Awarded 2023 North America Transport Deal of the Year: Roads by IJ Global.
- Subsidiaries of Frontera Energy Corporation as borrower and guarantors under a $150 million senior term loan credit facility with Macquarie Bank Limited, as lead arranger, administrative agent, and lender, to refinance existing debt of Sociedad Portuaria Puerto Bahía, S.A., a liquid and general cargo terminal operator in the Bay of Cartagena, Colombia, and the development of a refinery connection project.
- Central American Bank for Economic Integration (“CABEI”) in a global offering of a $1.35 billion aggregate principal amount of 5.000% notes due 2027. The bond was listed on the Luxembourg Stock Exchange and will be listed on the London Stock Exchange.
- MIP V International AIV, L.P., a fund of Macquarie Infrastructure Partners V, in the acquisition from Odinsa S.A. of ~50% equity interests in its road assets in Colombia and the creation of a transportation infra partnership to manage existing and new projects in Colombia, Peru and Chile.
- Compañía de Puertos Asociados (COMPAS), a Colombian port operator, in its credit facility to refinance the company’s outstanding indebtedness, fund capital expenditures and general corporate purposes.
- Ardian on its acquisition of the Peruvian hydropower business of Latin America Power Holding B.V.
- BTG Pactual, a Latin American investment bank and general partner of Caddo Sustainable Timberlands (CST), a private timberland owner, on the equity financing of CST’s acquisition of 119,000 acres of timberland in east Texas and western Louisiana.
- Publicis Groupe on the acquisition of Retargetly, a leading data and technology company, by Epsilon, a global advertising and marketing technology company that is part of Publicis Groupe.
- West Street Global Growth Partners, affiliates of Goldman Sachs Group Inc., as the lead investors in a $100 million investment round for Unico Technologies Ltd., a Brazilian biometrics company developing facial recognition and identification technology.
- Indorama Ventures Public Company Limited, a global chemicals producer, as Antitrust counsel in its acquisition of chemical producer, Oxiteno S.A. Indústria e Comércio from Ultrapar Participações S.A.
- I Squared Capital, a leading global infrastructure investment manager, and its portfolio company Nautilus Energy Partners LLC on the sale of Energuate, its electricity distribution asset in Guatemala and a subsidiary of Inkia Energy, a leading power platform across Latin America, to Threelands Energy Ltd.
- I Squared Capital, through its ISQ Global Infrastructure Fund III and ISQ Growth Markets Infrastructure Fund, in its agreement to acquire KIO Networks, a leading digital infrastructure service provider in Mexico.
- Lewis Hamilton and Copper, Hamilton’s agency which specializes in the entertainment, media, fashion technology and sports industries, on its partnership with Casa Lumbre to launch Almave, the world’s inaugural distilled non-alcoholic blue agave spirit.
- Oak View Group on development of Anhembi Complex arena in Sao Paulo, Brazil, which will host live events including concerts, sports, family entertainment and more.
- Coeur Mining in its definitive agreement to sell the La Preciosa silver project in Mexico to Avino Silver & Gold Mines Ltd.
- Sempra Energy on the US$3.59 billion sale of its Peruvian businesses including its 83.6 percent in Luz Del Sur to China Yangtze Power International (Hongkong) Co., Limited. Awarded 2020 M&A Deal of the Year by China Business Law Journal.
- Representing Chevron Corporation in its successful RICO suit against the purveyors of what The Wall Street Journal called the legal “fraud of the century,” Chevron Corp. v. Donziger et al., Case No. 11-cv-0691 (S.D.N.Y.). Gibson Dunn was lead counsel in Chevron’s RICO and fraud suit against the U.S. lawyer and associates who masterminded an extortion scheme against Chevron that included fraudulently procuring a $9.2 billion Ecuadorean judgment against the company and carrying out an extortionate pressure campaign in the United States. Gibson Dunn obtained a trial verdict in favor of Chevron, in which the district court held that the scheme constituted racketeering in violation of RICO and federal laws prohibiting attempted extortion, wire fraud, money laundering, witness tampering, obstruction of justice, and the Foreign Corrupt Practices Act. In its 485-page opinion, the court described the case as “extraordinary” and “includ[ing] things that normally come only out of Hollywood,” including “coded emails,” “payments out of a secret account,” videotaped evidence of crimes in progress and blockbuster evidence that the defendants “wrote the [Ecuadorian] court’s Judgment themselves and promised $500,000 to the Ecuadorian judge to rule in their favor and sign their judgment.”
- Secured a U.S. Supreme Court affirmance for BlueMountain Capital Management, LLC in its closely watched challenge to Puerto Rico’s debt-restructuring law for municipal entities. In 2014 the Commonwealth’s legislature enacted the Puerto Rico Public Corporation Debt Enforcement and Recovery Act (Recovery Act), a statute that purported to create a binding bankruptcy-like debt-restructuring regime for Puerto Rico’s highly indebted public entities, including its largest electric utility, PREPA. Gibson Dunn filed suit on behalf of PREPA bondholder BlueMountain shortly after the law was enacted, the District of Puerto Rico agreed that the federal Bankruptcy Code preempts the Recovery Act, and the First Circuit unanimously affirmed. The Supreme Court’s analysis in affirming the First Circuit is likely to impact express-preemption jurisprudence and provides important protections for holders of municipal bonds.
- Resolved groundbreaking, multibillion-dollar litigation by NML Capital, Ltd. (an affiliate of Elliott Management Corporation) against the Republic of Argentina when Argentina paid NML more than $2.4 billion to satisfy NML’s claims on the country’s defaulted bonds. This settlement marked the conclusion of what the Financial Times called the “sovereign debt trial of the century” and ended 13 years of litigation following Argentina’s default in 2001 on more than $80 billion in external debt. While most of Argentina’s creditors accepted new bonds, worth much less, in exchange for the repudiated bond obligations, NML chose to fight. After securing judgments, attachments and injunctions against Argentina, the tide turned with two decisive U.S. Supreme Court victories won for NML by Gibson Dunn. Still unwilling to comply, Argentina continued to resist – and suffer the consequences – until the Republic’s new president initiated negotiations with creditors and the settlement agreement was reached.
- Transformed a high-risk toxic tort litigation against Dole Food Company, Inc. into a headline-making victory when Gibson Dunn took over the defense of a series of cases filed against Dole alleging that its use of the pesticide DBCP in Nicaragua in the 1970s caused sterility in former farmworkers. Gibson Dunn uncovered a scheme by plaintiffs’ lawyers to recruit and train fraudulent plaintiffs in a toxic tort suit which the court dismissed as a sanction, finding pervasive fraud. Prior to Gibson Dunn’s representation, a Los Angeles jury had awarded $2.3 million in damages in another DBCP case, a verdict that the court threw out, finding it was tainted by fraud.
- Conducted Foreign Corrupt Practices Act (FCPA) compliance monitorships for companies with substantial Latin American operations. Over the last three years, our lawyers have conducted hundreds of interviews, collected data, and reviewed risks and controls across these companies’ Latin American operations.