Latin Finance - January/February 2011 - 51

DEALS of the YEAR
2010

As of early December, the latest M&A deal in which Cleary attorneys had been involved was Bimbo’s acquisition of Sara Lee’s North American fresh bakery division for $959 million, which had just been announced about a week earlier. Cleary partner Chantal Kordula, who worked on the deal, describes the deal as “Bimbo’s second wave of US expansion.” The first wave is the 2008 acquisition of George Weston’s US assets for $2.5 billion, in which Cleary was also involved. The Sara Lee deal, which took a quick three-and-a-half weeks to finalize, is expected to close in the first half of 2011, Kordula says.

Fixer Uppers

Cleary is also well known for restructuring, both sovereign and corporate. “We have worked on more restructurings since the financial crisis than any other firm active in the region,” Cooper claims. “We represent banks, bondholders, companies and committees. We have been involved in practically all of the major restructurings in Mexico and Argentina and on a substantial majority of those in Brazil and other markets,” he adds. For instance, Cleary acted as US counsel to an ad hoc committee of Brazilian beef processor Independência in an exchange of about $792 million of indebtedness for around $396 million in the company’s secured second lien notes. The o ering, which was made to existing bank and bond creditors, was accompanied by a $165 million o ering of the company’s senior secured notes to new investors. This deal, which closed in March, was done after Independência’s February 2009 filing for the Brazilian equivalent of Chapter 11 bankruptcy. On the financing side, Cleary acted as counsel to a bank syndicate made up of Inbursa, BBVA Bancomer, Calyon and Credit Suisse in connection with a $1.5 billion loan to Americas Mining Corporation (AMC), a subsidiary of Grupo Mexico, to fund the reorganization of copper miner Asarco, AMC’s US-based copper mining unit. Asarco had filed for bankruptcy protection in 2005 after it was slapped with a $1 billion dollar lawsuit involving

Aiding Bimbo’s US push: Kordula asbestos and environmental claims. The financing, which was necessary to pay creditors in full, was also essential for getting court approval for Grupo Mexico to take control of Asarco. Grupo Mexico first acquired Asarco in a leveraged buyout in 1999, but lost board control of the subsidiary due to the bankruptcy. “The banks didn’t want to see their loan become a kind of bridge loan while the bankruptcy proceedings continued. They wanted to lend only after there is no further risk from the bankruptcy proceedings,” explains Cleary partner Nicolas Grabar.

cross-border M&A, regulatory issues, and corporate governance and litigation. Cleary partners expect a steady workflow coming from Brazil and LatAm as a whole. “With respect to Brazil, many are predicting that the Brazilian capital markets may reach 2007 levels, and that there should be a lot of infrastructure projects in light of the Olympics and the World Cup,” Odell explains. “The pre-salt discovery will of course lead to a huge amount of oil and gas activity,” she adds. “Work will generally maintain a healthy beat throughout Latin America in 2011, with M&A and capital markets transactions setting the tempo and increasing importance in project finance and structured deals,” El Koury says. “Restructurings will probably lead to securities o erings and M&A transactions,” he adds. LF

Pinheiro Neto Advogados

Brazil Law Firm

Core Business

LatAm will continue to be an essential region for Cleary’s practice. “Our LatAm practice is not just an adjunct practice, it’s a core part of the practice. It’s a substantial amount of the billings of the firm, and represents an important number of partners,” Cooper notes. The region is so important to the firm that it has announced its intention to open an o ce in São Paulo this year and is waiting for approval from Brazilian authorities. Once approval is received, partners Juan Giráldez and Francisco Cestero, who are based in New York and Rome, respectively, will relocate. The o ce, expected to initially include some 10 lawyers, will o er Latin American clients expertise in capital markets, project finance, restructuring,

he merger of Brazil’s two largest retailers – Casas Bahia and Globex, a unit of Pão de Açúcar – was no easy task. After an initial agreement had been hurriedly signed, Bahia promptly pulled out. It was up to law firm Pinheiro Neto to get Bahia back in. The transaction successfully closed in November 2010, says managing partner Alexandre Bertoldi, who worked on it. One of the major successes of the renegotiated deal, Bertoldi tells LatinFinance, was the change in leasing terms. “The renegotiation helped Casas Bahia achieve a gain of about $1 billion in lease proceeds over the life of the lease,” he explains. Not only did his client get a better deal for the lease of its real estate, the term was also increased to 10 years from three. As part of the agreement, Bahia will be incorporated into Pão de Açúcar’s home appliance subsidiary Globex, forming a new unit to be named Nova Casas Bahia (NCB). Pão de Açúcar agreed

Deal Revisited T

January/February 2011

LATINFINANCE 51



Latin Finance - January/February 2011

Table of Contents for the Digital Edition of Latin Finance - January/February 2011

Latin Finance - January/february 2011
Contents
Local Currency Investment
Deals of the Year
Best Investment Bank
Best Bond House
Best Sovereign Issuer
Best Corporate Issuer
Best Local Currency Financing
Best Cross-Border m&a
Best Project Finance
Best Law Firms
Televisa m&a Strategy
Grupo Mexico Interview
Uruguay
Latin Finance - January/February 2011 - Latin Finance - January/february 2011
Latin Finance - January/February 2011 - Cover2
Latin Finance - January/February 2011 - 1
Latin Finance - January/February 2011 - Contents
Latin Finance - January/February 2011 - 3
Latin Finance - January/February 2011 - 4
Latin Finance - January/February 2011 - 5
Latin Finance - January/February 2011 - 6
Latin Finance - January/February 2011 - 7
Latin Finance - January/February 2011 - 8
Latin Finance - January/February 2011 - 9
Latin Finance - January/February 2011 - 10
Latin Finance - January/February 2011 - 11
Latin Finance - January/February 2011 - 12
Latin Finance - January/February 2011 - 13
Latin Finance - January/February 2011 - Local Currency Investment
Latin Finance - January/February 2011 - 15
Latin Finance - January/February 2011 - 16
Latin Finance - January/February 2011 - 17
Latin Finance - January/February 2011 - 18
Latin Finance - January/February 2011 - 19
Latin Finance - January/February 2011 - 20
Latin Finance - January/February 2011 - 21
Latin Finance - January/February 2011 - 22
Latin Finance - January/February 2011 - 23
Latin Finance - January/February 2011 - Deals of the Year
Latin Finance - January/February 2011 - 25
Latin Finance - January/February 2011 - Best Investment Bank
Latin Finance - January/February 2011 - 27
Latin Finance - January/February 2011 - 28
Latin Finance - January/February 2011 - 29
Latin Finance - January/February 2011 - Best Bond House
Latin Finance - January/February 2011 - 31
Latin Finance - January/February 2011 - Best Sovereign Issuer
Latin Finance - January/February 2011 - 33
Latin Finance - January/February 2011 - Best Corporate Issuer
Latin Finance - January/February 2011 - 35
Latin Finance - January/February 2011 - 36
Latin Finance - January/February 2011 - 37
Latin Finance - January/February 2011 - 38
Latin Finance - January/February 2011 - 39
Latin Finance - January/February 2011 - Best Local Currency Financing
Latin Finance - January/February 2011 - 41
Latin Finance - January/February 2011 - 42
Latin Finance - January/February 2011 - 43
Latin Finance - January/February 2011 - Best Cross-Border m&a
Latin Finance - January/February 2011 - 45
Latin Finance - January/February 2011 - 46
Latin Finance - January/February 2011 - Best Project Finance
Latin Finance - January/February 2011 - 48
Latin Finance - January/February 2011 - 49
Latin Finance - January/February 2011 - Best Law Firms
Latin Finance - January/February 2011 - 51
Latin Finance - January/February 2011 - 52
Latin Finance - January/February 2011 - 53
Latin Finance - January/February 2011 - 54
Latin Finance - January/February 2011 - 55
Latin Finance - January/February 2011 - Televisa m&a Strategy
Latin Finance - January/February 2011 - 57
Latin Finance - January/February 2011 - 58
Latin Finance - January/February 2011 - 59
Latin Finance - January/February 2011 - 60
Latin Finance - January/February 2011 - Grupo Mexico Interview
Latin Finance - January/February 2011 - 62
Latin Finance - January/February 2011 - 63
Latin Finance - January/February 2011 - Uruguay
Latin Finance - January/February 2011 - Cover3
Latin Finance - January/February 2011 - Cover4
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