Latin America Practice
Recommended for: corporate, finance and investments practice
Client Review on Martindale.com® by a major financial institution
S C H W A R T Z L L C N E W Y O R K
Rating: Preeminent (5.0 out of 5.0)
Client Review on Martindale.com® (May 11, 2009)
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Schwartz® Latin America Practice Page 1
Mergers, Acquisitions and Divestitures Private Equity and Venture Capital Lending and Corporate Finance Capital Markets Private Equity Fund Formation and Secondaries Hedge Funds Cross-Border Investment Structures International Joint Ventures Tax Technology Telecommunications Media Emerging Markets Latin America
Schwartz LLCs Latin America Practice is widely regarded as one of our premiere practice areas, with traditional strengths in private equity, M&A, corporate finance, capital markets, natural resources, technology, media and telecommunications.
Major corporations, private equity funds and Contacts:
investors from Latin America as well as U.S. and Kenneth Schwartz global private equity funds, investment banks, Managing Partner - New York corporations and private investors with transactions [email protected] T +1 212 938-0600 x601 in Latin America have been leveraging the depth of (Fluent in Spanish, Portuguese experience and international deal-making knowledge and French)
that Schwartz LLC offers. In our fifth year as a boutique international corporate law firm, Schwartz LLC serves clients in many sectors, including mining, timber and natural resources, private equity, banking, finance, telecommunications, technology and software.
Knowledge and Experience Our team has an established track record in private equity investments, special On each matter, our team brings to bear situations, capital markets, lending, many years of combined experience in structured transactions, derivatives, tax, complex corporate and financial transactions investment banking regulation, offshore as well as relationships with top law firms in jurisdictions and international holding many countries throughout Latin America. company structures.
Our core team includes U.S. attorneys with Our in-depth understanding of Latin America large corporate law firm experience who and other emerging markets, combined with have also lived and worked in Latin America. our foreign language capabilities, enable us The team also includes international interns to advise clients effectively on cross-border and associates from Latin America. deals.
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Local Capabilities and Wall Street Broker-dealers, investment banks, and Breadth investment advisors Technology, Media and Schwartz maintains extensive active working Telecommunications relationships with leading law firms, bankers Foreign direct investment, mining, and advisers in cities and countries industrial manufacturing and project throughout Latin America, Africa, the Middle finance East, Asia and other emerging markets. These relationships enable us to structure and execute transactions in a large number Commitment to Latin America of emerging market countries. Schwartz LLCs partners came out of Areas of Practice important Latin American finance practices and Latin America corporate transactions are Schwartz LLC is active on behalf of clients a mainstay of Schwartz LLC. We have been from around the world. Our firm is dedicated active in various Latin American chambers of to providing the highest caliber of services in commerce and organizations such as the selected complementary areas required by Latin American Venture Capital Association. our clients. Some of the areas of practice in which our firm is most active and Since our inception, our international experienced include the following: associate and intern programs have included law school graduates from Brazil and Private equity fund formation Spanish-speaking Latin America.
Private equity firm structuring and Our firm has been an active participant in the secondary transactions Inter-American Affairs Committee of the New Offshore and onshore hedge funds and York City Bar Association, as well as the alternative investment vehicles Latin American Forum of the International Mergers, acquisitions and divestitures Bar Association. We are regularly present at Private equity investments conferences around the world on doing business in Latin America. Timber, mining and natural resources;
sustainable investments Private Equity Funds Project finance and government concessions The Schwartz team has many years of Capital markets, corporate finance, experience in structuring private equity funds ADRs and private placements for independent private equity firms and sponsors. Work for such clients includes Commercial lending, loan syndications, structuring private equity management loan participations, mezzanine debt companies, formation of funds, formation of and secondary debt trading pledge funds, agreements among sponsors
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or co-investors, structuring co-investment Hedge Funds and Alternative Investment and club deal investment vehicles and Vehicles structuring holding entities for portfolio companies. Schwartz serves as U.S. counsel to a number of participants in the hedge fund We have longstanding relationships with industry, including offshore mutual funds, many development finance institutions (DFIs hedge funds, funds-of-funds, fund and IFIs) and family offices that are active administrators, fund sponsors, private investors in emerging markets private equity. investors, independent asset management firms and financial institutions. We organize Schwartz advises private equity fund private investment funds and similar sponsors and buyout firms on a wide range investment products for offer offshore, in of tax, legal and securities issues related to foreign markets or in the U.S. We provide private equity funds, including secondary tax, corporate and securities advice to their fund transactions. Schwartz is actively sponsors. Private investment funds are at involved in structuring and advising clients the core of our securities practice. on complex cross-border private equity holding structures, often involving multi- tiered entities in several jurisdictions. We have advised private equity firms organizing pledge funds or sponsoring club-deals. We have also structured syndicates for venture capital investments involving major venture capital firms.
Private Equity Firm Structuring and Secondary Transactions
We have experience in organizing and structuring private equity firms in a variety of jurisdictions, advising on internal arrangements among the principals, financial investors and other personnel of sponsors, including governance structures, shareholder agreements, carried interest allocation plans,
and co-investment vehicles for executives Schwartz has close working relationships and employees. Our partners are also with counsel, fund administrators and experienced in team spin-out and secondary auditors in the leading financial centers and transactions. Schwartz also advises private fund domiciles, including the British Virgin equity management firms on international tax Islands, Cayman Islands, Bermuda, aspects of ownership structures.
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Bahamas, Ireland, Luxembourg, Guernsey Private Equity and Venture Capital Mauritius and Cyprus. We also have long- Investments established relationships with prime brokers and custodians. Schwartz represents private equity funds, special situations groups and major private We work with local counsel to register investors in connection with all aspects of investment funds and fund managers under their private equity business, from structuring local laws or qualify them under exemptions and organizing private equity management from such laws. We advise fund advisers firms and private equity funds to acquiring and investment managers on the full range and exiting portfolio companies. Our of securities laws applicable to their knowledge of securities, corporate and tax businesses. laws is concentrated in the areas relevant to serving the private equity deal community Mergers, Acquisitions abroad and in the U.S. and Divestitures Our combination of experience working with Our partners have one of the most well emerging markets, our participated in over $1 rounded and knowledge of foreign billion in negotiated resourceful lawyers legal systems and our corporate acquisitions fluency in many foreign and divestitures, you can have at your languages makes us advising various parties side uniquely suited to in leveraged and serving private equity
unleveraged stock Client Review on sponsors, managers purchases, asset Martindale.com® (May 11, 2009) and investors in purchases, redemptions emerging markets one and recapitalizations, of our core practices buyouts, acquisitions of joint-venture stakes, and recognized strengths. spin-offs, acquisitions of divisions, corporate auctions and other corporate transactions in We have experience in a wide variety of the United States, Argentina, Bahrain, Brazil, private equity investments and exit Colombia, Egypt, El Salvador, France, transactions, including control investments Kuwait, Mexico, the Netherlands, Peru, and minority investments, purchases of Saudi Arabia, Spain, Switzerland, and subsidiaries and divisions of larger Venezuela, as well as proposed transactions companies and club deals. in many other countries. Timber, Mining and Natural Resources; Environmentally Sustainable Investments
Schwartz has been active in structuring sustainable timber and forestry investments
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for institutional investors, private equity funds Capital Markets and Corporate Finance and TIMOs in emerging markets, including recently advising a major private equity fund Our partners have many years of experience on a proposed environmentally sustainable representing foreign and domestic issuers in project. We are knowledgeable about timber unregistered capital markets transactions leases, timber concessions and industry such as debt and equity financings, practices. We have also recently advised an American Depositary Receipt and Global early-stage Brazilian forestry and mining Depositary Receipt (ADR/GDR) programs; companies on structuring capital-raising Euro-commercial paper programs and investment vehicles. medium-term note programs by offshore subsidiaries, including offerings under Regulation D, Regulation S and Rule 144A under the U.S. Securities Act of 1933. We have also advised private equity funds regarding initial public offerings of portfolio companies on local exchanges such as the BM&F- BOVESPA and Project Finance and Government related Rule 144A Concessions private placements.
Our team members have experience in We have advised private investment funds representing and advising various parties on the listing rules of various international such as equity sponsors, construction securities exchanges, including the Irish companies and lenders in the financing of Stock Exchange and the Luxembourg Stock international infrastructure, energy and Exchange. We work closely with the leading natural resources projects. Our team also law firms in the principal offshore has experience advising clients on matters jurisdictions to provide clients with advice relating to foreign government concessions concerning securities and investment laws of such as cellular bandwith concessions, such jurisdictions. mining and timber concessions, and other permits.
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Commercial Lending, Syndications, options introducing-brokers, futures Participations, Mezzanine Debt and commission merchants and commodity Secondary Debt Trading trading advisers with the National Futures Association (NFA), as well as representing Schwartz represents corporate borrowers such firms in ongoing regulatory matters and institutional lenders in domestic and involving the Securities and Exchange cross-border lending transactions, secured Commission (SEC) or the Commodities and unsecured loan facilities, both senior Futures Trading Commission (CFTC). We and subordinated, and private placements of advise foreign financial institutions on high-yield debt. Our team is also active in organization of offshore securities mezzanine debt finance as well as subsidiaries and domestic broker-dealers. secondary loan sales and similar transactions such as participations. We also advise on transactions among Our team also has experience in cross- broker-dealers, introducing brokers and border aircraft leasing and finance. inter-dealer brokers, including introducing broker agreements, as well as agreements Broker-Dealers, Investment Banks, between institutional customers and prime Derivatives Brokers and Investment brokers, clearing firms and custody Advisors agreements.
Schwartz provides advice to broker dealers, Our firm advises principals and other parties boutique investment banks, derivatives in connection with spin-outs of teams to form brokers and investment advisers on the full new investment banks or joint-ventures range of securities and regulatory legal between their existing employer and other issues affecting their businesses, including stakeholders such as banks, investment advice on the Securities Act of 1933, the funds or private investors. Securities Exchange Act of 1934, the We serve as counsel to boutique investment Investment Advisers Act of 1940, the banks and unregistered M&A advisory firms Investment Company Act of 1940 and the in transactions between such firms and their Commodity Exchange Act, with a particular advisory clients or with registered broker- emphasis on the special issues encountered dealers, reviewing or preparing financial by foreign-owned firms and offerings by advisory agreements, sub-advisory foreign issuers raising capital in the U.S. We agreements, engagement letters, financing also advise private equity and hedge fund term sheets, confidentiality and non- general partners on securities, investment circumvention agreements and employee advisor and broker-dealer regulatory aspects non-competition and non-solicitation of their businesses. agreements and other agreements.
We advise clients on structuring, organizing and registering securities broker-dealers with FINRA (formerly NASD) and futures and
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Technology, Media and partnerships (LPs) formed in Delaware, in Telecommunications other states or offshore.
Schwartz team members have been involved Offshore Holding Company Formations in a wide variety of corporate, financial and Through our correspondent relationships commercial transactions involving high around the world, we regularly organize technology companies, media companies companies, limited partnerships, trusts and and telecommunications companies. These other entities for corporate and institutional representations include debt capital markets clients in leading offshore jurisdictions, transactions for a television network, venture including: capital syndications for early-stage tech companies, representation of a venture Abu Dhabi UAE Bahamas Bahrain Barbados capital investor in secondary private sale of Bermuda British Virgin Is. venture-capital stake in U.S. cellular Cayman Islands Dubai UAE telephone bluetooth accessory company; Guernsey Hong Kong representation of a venture capital investor in Isle of Man Jersey a proposed cellular telephone transmission Macao Mauritius tower venture in Latin America, and Netherlands Antilles Nevis (St. Kitts and) Panama Qatar representation of TOTVS S.A. (BOVESPA: Singapore United Kingdom TOTS3), a leading global ERP software Uruguay provider, in various software and distribution agreements. Participation Exemption and Other Structures We are active in advising clients on tax- advantaged European holding company structures and private equity investment vehicles in the leading participation exemption jurisdictions, including:
Belgium Canadian LPs Cyprus Denmark Luxembourg Netherlands New Zealand Spain (ETVE) Sweden Limited Liability Companies and Limited Partnerships International Tax Schwartz is actively engaged in advising Schwartz is known for its expertise in the use foreign and domestic corporations and of U.S. pass-through entities for inward and investors on a range of U.S. tax matters. We outbound investments, including limited work closely with several pre-eminent liability companies (LLCs) and limited independent international tax advisers to
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ensure that clients use optimal investment proposed spin-off of a division of a NYSE-listed media company (undisclosed). structures. Counsel to an institutional lender in a secured Bankruptcy, Restructuring and export loan to the U.S. subsidiary of an Argentine manufacturer. The loan was backed Distressed Investing by accounts receivable of a major U.S. customer and supported with credit insurance Schwartz has experience in debt provided by Euler Hermes. restructuring transactions and maintains Representation of a major private investor in active working relationships with special the renegotiation and restructuring of counsel experienced in bankruptcy cases $400,000,000 in principal amount of Leveraged (Chapters 11 and 7), out-of-court Structured Notes Linked to various emerging market sovereign issuers sponsored by a restructurings and workouts, advising foreign major U.S. investment bank. and domestic creditors, debtors, lenders and Representation of major South American private investment funds in a wide range of television network and Cayman Islands transactions including debt restructurings, subsidiary as Guarantor and Issuer, respectively, of $200,000,000 a Euro- debt-equity swaps and new loans, as well as Commercial Paper Program. acquisitions or dispositions of securities or Advising a major infrastructure group on a assets of distressed companies. potential buyout of a stake in a South American infrastructure joint venture (undisclosed). Advising a U.S. proprietary trading firm on structuring its operations as a hedge fund. Selected Team Experience Advising a New York Stock Exchange-listed company on Latin American legal aspects of its Counsel to general partner of a private equity acquisition of a U.S. target with operations in fund in a secondary private equity sale by one Mexico, Brazil and Costa Rica. of its institutional limited partners to a major Assisting a portfolio company of Blackstone secondary private equity fund in connection Capital Partners III, L.P. on the proposed sale with a team spin-out (undisclosed). of its Hispanic division to another private equity Counsel to Banque Heritage in connection with fund. structuring Latin American investment banking Advising Corporación América Sudamericana operations (team spin-out from major S.A. in its acquisition of a stake in Aeropuertos investment bank). Argentina 2000, S.A. from Covanta Energy Representation of TMG Capital Partners Ltd. in Corporation. the structuring and formation of its US Advising a U.S. buyout firm on a bid for the $100,000,000 Brazilian Private Equity Pledge Mexican assets of a division of a Fortune 200 Fund with DB Capital Partners Latin America consumer products company in an auction L.P., Artal Invest Ltd., FMO and Westport managed by Lazard Frères. Capital Investments Ltd. Advising the controlling shareholder of Counsel to GEF Management / Global Aeropuertos Argentina 2000 S.A. in its Emerging Markets Forestry Fund, L.P. in acquisition of a beneficial stake in the company negotiating and structuring a proposed from Ogden Corporation (Covanta Energy sustainable timber private equity investment in Corporation). an emerging market country. Advising the controlling shareholders of a Counsel to major financial investor as major Latin American agricultural commodity prospective MBO sponsor/investor in a firm in a private shareholder consent
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solicitation in connection with a proposed Advising a BVI fund on the creation of a new management buyout. class of shares using the BVIs new segregated portfolio company law. Advising an Argentine management group in the buyout of Argentine oil-drilling operations Advising an offshore fund-of-funds on U.S. from a major U.S. natural resources company. securities law restrictions on investments in other investment companies and publicly Advising a Colombian agro-industrial group in traded companies under Rule 12(d)(1) of the the acquisition of a Venezuelan feed plant U.S. Investment Company Act and Rule 13(d) operation. of the U.S. Securities and Exchange Act. Advising Argentine sellers in the spin-off of a Representation of sponsor in a consent courier business to United Kingdom interests. solicitation, amendment and offering of a Advising a Spanish paper mill on its activities in second series of limited partnership interests of the United States including organization of a a limited partnership to make a venture capital U.S. subsidiary. investment in an Internet company led by Softbank Latin America Ventures, L.P. Preparing various commercial agreements for a Spanish paper mill. Representation of Aconcagua Capital Group, LLC in the formation and offering of interests in Advising a Spanish textile mill on the various Delaware limited liability companies restructuring of its minority interest in a U.S. formed to make a venture capital investments. distribution joint venture. Representation of Artium Capital Partners, LLC Forming the U.S. affiliate of a Peruvian in the formation and offering of a venture investment advisory firm. capital limited partnership. Advising a BVI fund-of-funds in its delisting Representation of the principal in a proposed from the Irish Stock Exchange and updating its green coffee exporting joint venture with an Information Memorandum. affiliate of a major commodities trading house. Advising the sponsor of a BVI private fund on Preparation of multiple Financial Advisory U.S. securities law aspects of a private offering Agreements, NDAs and memoranda of shares to U.S. investors. understanding between a Latin American M&A advisory boutique and various bulge-bracket investment banks.
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