Holland & Knight Mexico Practice - Corporate and M&A

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Corporate and Mergers and Acquisitions  With more than 300 attorneys on our Mergers and Acquisitions Team in the United States, Mexico

and Colombia, we provide responsive and comprehensive legal services to public and private companies in their merger and acquisition (M&A) transactions.  We advise clients in all aspects of their business operations, from corporate governance and risk management to financing and business opportunities.  The attorneys in our Mergers and Acquisitions Team work in concert with dedicated lawyers in antitrust, tax, real estate and other related practices to provide an integrated and cost-effective response to the needs of your business.  Our team counsels clients on issues including transaction structuring and negotiation, methodical due diligence, careful documentation and thorough attention to corporate governance issues. At Holland & Knight, we provide comprehensive advice in all areas related to commercial and business activity, including commercial contracts, corporate law, mergers and acquisitions, private equity and corporate governance. Our commercial, transactional and business law attorneys, have extensive experience in matters related to the operation of all types of companies, from its incorporation, organization, transformation, dissolution and liquidation, and provide advice on the implementation of corporate governance, as well as in the decision-making process, in different industries to support the business needs of our clients. Our significant presence in the United States and Holland & Knight's strategic collaboration with several legal firms in Latin America and the world, allows us to provide efficient advice in each transaction in local and cross-border operations. Our practice includes advising international companies operating in Mexico and Latin America, either directly or through subsidiaries established in the region, in designing and implementing joint venture contracts, reorganizations, and corporate restructurings, spin-offs, mergers and dissolutions, and liquidations. As part of our experience, the Holland & Knight team has represented various buyers or sellers in all types of transactions, including assets, tangible and intangible operations, and, therefore has carried out due diligence for acquisitions or sales, drafting and negotiation of letters of intent, memoranda of understanding, sale agreements, shareholders' agreements and all corporate documentation related to such acquisitions or sales. Also, depending on the type of industry and specific regulation applicable, we advise our clients in the management and processing of all types of permits or governmental authorizations required for the improvement of sales operations, acquisitions and mergers in which we participate.

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The transactions in which our lawyers have participated include negotiated and unsolicited transactions, mergers, purchases and sales of shares and assets, purchase offers, leveraged purchases, "private" transactions, spin-offs, bindings, roll-ups, management, joint ventures and corporate purchases, as well as recapitalizations, reorganizations and restructuring.

BROAD‐BASED KNOW‐HOW TAILORED TO YOUR OPERATING ENVIRONMENT The practice of corporate law demands experience across different industries, businesses and governmental organizations. Business leaders choose Holland & Knight for our decades of experience in advising public and private entities. With the diversity of our firm and practice teams, we can extend integrated and efficient support across a range of critical matters, including:  Corporate reorganizations  Corporate governance  Mergers and acquisitions  Project finance  Venture capital and private equity

TALENT AND TEAMWORK COMBINE TO REPRESENT YOUR BUSINESS INTERESTS Whether your transaction involves a leveraged buyout, a joint venture or a corporate reorganization, Holland & Knight's Mergers and Acquisitions Team leverages its broad-based experience and business know-how to negotiate on your behalf. The team consists of more than 120 dedicated attorneys who collaborate with lawyers and professionals from the firm's other practice areas as needed – such as tax, intellectual property, environmental law, real estate and antitrust – to represent you in the full array of transactions your organization may encounter.

INSIGHT AND INNOVATION Achieving your objectives in today's complex and changing financial marketplace often requires creative deal-making. Holland & Knight attorneys are committed to the effective and innovative representation of businesses and institutional investors and acquirers in all manner of venture capital and private equity transactions.

A DIVERSE CLIENT BASE INFORMS OUR COUNSEL Providing effective, professional legal counsel in business law matters requires experience that spans across diverse industries. We advise clients in a broad range of industries, including petrochemicals, communications, technology, transportation, hospitality, agriculture and banking sectors, among others.

FROM CONCEPT TO COMPLETION: ONGOING REPRESENTATION You can rely on our Corporate Services Team for experienced counsel long after the negotiation of your original transaction. From concept to completion, our team stays with you, prepared to advise you throughout the lifecycle of your business venture.

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Acted as counsel and legal representative to one of the major telecommunications companies in Mexico in the acquisition of Mexican telecommunications companies, antitrust clearances and proceedings, business formations and regulatory compliance Represented Satelites Mexicanos, S.A. de C.V., (Satmex) in all Mexican-related corporate and regulatory matters (including antitrust) concerning a US$445 million corporate and financial restructuring Represented Satmex in the negotiation of the satellite construction agreement for the procurement of its Satmex 8 satellite Represented leading Spanish mobile services provider in the US$1.969 billion acquisition of a nationwide mobile services provider in Mexico and subsidiaries Represented leading Spanish mobile services provider in the US$1.36 billion acquisition negotiation of four cellular companies in the north of Mexico and subsidiaries Provided legal counsel to a consortium for the construction and operation of a nitrogen supply plant for oil extraction in Mexico Represented Chrysler Corporation in the structuring of the sale of the entire electrical wire division (EWD); the transaction was valued at US$80 million Legal counsel to the joint venture between a German and a Mexican company for the largest assembly manufacturing facility of trucks and buses in Mexico Advised a Canadian investment fund in the acquisition of a domestic label manufacturer group of companies Advised the leading airframe heavy maintenance and modification services provider in the Americas in acquiring maintenance, repair and overhaul (MRO) facilities in Mexico to provide services to major commercial airlines from both the United States and Mexico Advised Dufry in the acquisition of World Duty Free in a deal valued at 2.6 billion euros and made the combined group the world's biggest travel retailer, including antitrust clearance Represented one of the founding shareholders of Volaris, a low-cost, low-fare Mexican airline, during the acquisition of a 50 percent equity stake of the Mexican media giant Televisa and of Inbursa, the banking affiliate of Grupo Carso, for US$180 million and subsequent recapitalization of Volaris Advised a U.S. company in its US$114 million acquisition of a listed Canadian company, a global solutions provider offering design, development, manufacturing, and delivery of lighting and electronic products and full-service solutions to the automotive and commercial vehicle markets Advised the second largest mobile operator in Mexico on the restructuring, sale and lease of assets and shares of its five Mexican subsidiaries to different purchasers Advised a French energy group in the US$3.2 billion sale of specialty chemical affiliate Acted as lead counsel in the due diligence and the acquisition of a subsidiary company of a U.S. healthcare company and of a resin plant in Brazil Represented a Colombian airline in the acquisition of a cargo airline Represented an industrial conglomerate in the sale of its polymer business in Mexico and Latin America for an amount of US$450 million

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Represented the controlling shareholders of a prominent Mexican mortgage company in the MX$400 million sale of 49 percent of the company Represented a Mexican investment bank in its international merger with a New York Stock Exchange (NYSE)-listed company, which included an initial public offering (IPO) and the acquisition of a Mexican brokerage firm Advised Eutelsat Americas, one of the world's leading and most experienced operators of communications satellites, in its sale of Alterna'TV, a Miami-based content distribution platform that provides principally Latin American channels to cable and internet TV operators in the United States, to CANAL+ Group (through its subsidiary, THEMA) Advised a Canadian investment fund in the acquisition of a domestic label manufacturer group of companies Provided counsel on the acquisition of a Mexican cargo airline by Central America's leading airline group Represented Blackstone's multibillion acquisition of GE's Real Estate industrial portfolio (Latin Lawyer's "Deal of the Year") Handled acquisition and sale of Mexican companies in the transport, financial and media communications industries, including the sale of Mexicana de Autobuses, S.A. de C.V. to Volvo Bus Corp. Merger control for a number of mergers and/or acquisitions of shares, assets or control on diverse energy projects Merger control for the acquisition of shares of a major oil and gas and electricity producer by a Middle East fund Merger control for the acquisition of shares of a natural gas transport duct in the Southeast of Mexico by an energy fund Merger control for the acquisition of shares of an oil products transport duct in the Gulf of Mexico zone by a financial services corporation Merger control for the acquisitions of shares and assets of a nationwide natural gas and liquefied petroleum gas (LPG) transport system by a major energy operator Merger control for the merger of two major oil technology and equipment companies Merger control for the merger of two major oilfield services companies Advised on the merger among big oilfield services and equipment companies Advised on the sale of government participation in major transport systems for natural gas and LPG Advised on the sale of government participation in nationwide transport systems for natural gas Counseling a global renewable developer in relation to disputes and controversies over a variety of project contracts Counseling a major energy developer in all legal matters involving the development, financing and sale of an 80-megawatt (MW) solar power project in the Mexican state of Sonora Counseling a variety of developers and power companies in participating in auctions for the wholesale electricity market (Mercado Eléctrico Mayorista) called by Centro Nacional de Control de Energía (CENACE)

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