Latin America/Caribbean Practice Group

Haynes and Boone has one of the largest Latin American/Caribbean practices in the country and has been recognized by some of the leading market observers such as Chambers and Latin Lawyer for its work in the region. Approximately fifty (50) attorneys comprise the firm’s Americas Practice Group working in Dallas, Houston, Mexico City, New York and Washington, D.C. Attorneys in the Americas Practice Group are native speakers or fluent in English, Spanish, Portuguese, and French and are comfortable working with civil law and international law concepts.

Mexico City Office
The fully-integrated Mexico City office was formed in 1994, consists of approximately 20 attorneys and law clerks (including one U.S. expatriate partner and a senior counsel from Argentina), and employs the same technological resources as the U.S. offices of the firm. The firm is unique in having permanent senior Mexican lawyers based in its U.S. offices and conversely having an American expatriate working in its Mexico City office, thereby providing integrated working teams from both its U.S. and Mexican platforms.

The attorneys in Haynes and Boone's Mexico City office have unique experience which they apply on behalf of their clients. One partner formerly worked as lead Mexican counsel for the Mexico’s Bank Advisory Group during the Mexican debt restructuring of the 1980s. Another partner worked in the Pemex Legal Department working on financing matters in the energy sector. The U.S. expatriate partner is one of the few attorneys working in Mexico with international exploration and production experience. The Argentine senior counsel worked as in-house counsel at a major U.S. airline. Substantially all of the attorneys in the Mexico City office are bilingual and many of them have obtained post-graduate degrees in the U.S. and/or worked in the United States with a U.S. law firm (two are licensed to practice in the State of New York and one in the State of Texas). One of the firm’s first assignments in Mexico was advising the Mexican Government on the privatization of the downstream natural gas sector, an area of substantial sensitivity in Mexico.

Experience in Other Areas of Latin America and the Caribbean 
In addition to its strong Mexican practice, the firm distinguishes itself with a strong presence in Central America, South America, and the Caribbean, having worked in over thirty (30) jurisdictions in the region and through such work has developed a strong network of Latin American law firms. The firm is also a member of the multidisciplinary World Services Group, which has a strong network of Latin American law firms and other professional service providers and Techlaw, an international network of law firms with strong technology practices. Haynes and Boone is frequently called upon to advise in complex multi-jurisdictional work in the region and leverages these relationships (in conjunction with its internal resources) well on behalf of its clients. 

Latin American Attorneys on Staff in U.S. Offices
The firm has an active foreign associate program for leading Latin American and Spanish lawyers. The firm has hosted foreign associates from Argentina, Brazil, Colombia, Mexico, Peru, Spain, and Venezuela to work in its U.S. offices. In addition, we have a regular training program that provides an opportunity for our Mexican lawyers to work in one of our U.S. offices (typically Dallas or Houston) for up to one year. Finally, for younger foreign attorneys, we regularly arrange for them to study on scholarship with the Center for American and International Law (formerly the Southwestern Legal Foundation) in Dallas, Texas, for an intensive six-week conference. The effect of these collective efforts is a dedicated and extensive international network of Latin American lawyers with whom we collaborate on projects in the region on behalf of our clients

Publications 
We actively write on important legal developments in the region. For instance, we publish the annual update on South American energy for the Matthew Bender Energy Law and Transaction treatise, and have published English and Spanish versions of Doing Business in Texas, a publication of the International Law Section of the State Bar of Texas focusing on in-bound considerations for foreign investors investing in Texas and the United States at large. We also published the 2008 Mexican banking regulation guide for the UK publication entitled Getting the Deal Through – Banking Regulation in 27 Jurisdictions Worldwide.

Mergers and Acquisitions
Our mergers and acquisitions experience in Latin America includes:

• Representing the Saba Group in the proposed acquisition of Satelites Mexicanos, SA de CV (“Satmex”) and Aeromexico
• Representing Mirant Energy in its divestiture of utilities and power generation assets in four Caribbean countries to a Japanese buyer valued at approximately US$ 1.1 billion
• Representing Bank of America in the acquisition of an important minority interest in Grupo Financiero Santander Serfin in Mexico
• Representing American Airlines in the acquisition of TWA’s assets in Latin America and the Caribbean
• Representing the Colombian national oil company Ecopetrol in the acquisition of Propilco, SA, one of the largest plastics company in Colombia
• Representing a U.S. investor in the purchase of the local power company in Roatan, Honduras

Capital Markets 
Our capital markets practice focuses on the representation of companies and underwriters on equity and bond issuances on various stock exchanges, including U.S. exchanges, the Mexican Stock Exchange, and the AIM market in London. In 2007, the firm represented clients on approximately US$2.6 billion in equity and debt issuances in the Mexican capital markets. Our experience in this area in Latin America includes:

• Representing Coppel, SA de CV in two bond issuances on the Mexican Stock Exchange collectively raising approximately US$500 million
• Representing issuer Banco Compartamos in its US$1.5 million initial public offering
• Representing Transporte Marítimo Mexicano in sale of US$400 million in common stock of Kansas City Southern in a registered offering on the NYSE
• Representing the Mexican railroad company TMM in a US$400 million bond offering
• Representing Mexican company in accounts receivable securitization valued at US $200 million
• Representing Buena Vista Hospitality Group’s fund, Buena Vista Latin America Fund Limited in an initial public offering on the AIM London Market for a high end residential development in Mexico City

Finance 
Lawyers in our finance practice have participated in several complex financings in Latin America and advised international financial institutions in their formation and other regulatory issues in Mexico. Our experience in this area in Latin America includes:

• Representing several U.S. and Mexican financial institutions in their formation and regulatory affairs in Mexico, including Banco Azteca, Banco Multiva, BanCoppel, and Grupo Financiero IXE.
• Representing MMX Mineracao e Metalicos SA (MMX), a Brazilian mining company, in a three- tranche facility aggregating US$250 million in bank facilities and R$580 million of financing from the Brazilian Development Bank (BNDES), in a project named as Trade Finance Deal of the Year for 2007
• Representing multiple European banks in syndicated loan facilities to Pemex totaling US$400 million
• Represented Bank of America in Subscription Secured Financings for Mexican real estate funds for approximately US$ 300 million
  

Energy/Natural Resources
Lawyers in our energy practice have extensive energy experience in the region, including but not limited to oil and gas, power, renewable energy, and petrochemicals, advising major oil companies, national oil companies, lenders, sovereigns, project sponsors, and independents in complex matters throughout the region. Notably, we advised the Mexican Government on the politically sensitive privatization of their national downstream natural gas market. Our energy / natural resources experience in Latin America includes:

• Representing a Peruvian developer in the financing and development of a 300,000 gallon per day Peruvian LNG facility located near Lima, Peru
• Representing Chevron in an LNG project in Baja California
• Advising a U.S. investor in successful bid for an isolated system power company in Roatan, Honduras
• Advising the state owned Colombian national oil company Ecopetrol in its Joint Operating Agreement with Exxon Mobil and Petrobras
• Representing a Central American private equity group in its bid for certain Central America assets being divested by El Paso Corporation
• Representing the Mexican Government in privatization of down-stream natural gas sector
• Representing Tractebel in natural gas down-stream privatization in Mexico
• Representing a U.S. multinational in a power purchase agreement involving a hydroelectric facility under a “self-supply” model in Mexico
• Representing Pemex in the development of petrochemical plant in Altamira, Mexico

Real Estate 
Our real estate attorneys have excellent experience representing clients engaged in every facet of buying, selling, developing, operating, leasing, capitalizing and financing real estate for operators, investors and users. Our real estate experience in Latin America and the Caribbean includes:

• Representing Crescent Real Estate Equities, Ltd. in the acquisition of Mexican resort properties.
• Representing Vesta, SA, an important Mexican real estate developer, in the execution of long term industrial lease agreements and related financing with General Electric
• Representing Archon Group, L.P., a Goldman Sachs affiliate, in the structuring, negotiation and acquisition of Mexican real estate industrial portfolios for diverse investment purposes
• Counseling Textron Financial Corporation in dual mortgage real estate financing or residential, time share, fractional and other real estate products in Mexico
• Counseling Cypress Real Estate Advisors in the acquisition of a US$ 300 million portfolio of industrial and residential developments in Mexico
• Representing Hillwood Investments with its real estate investment at Peninsula Papagayo in Guanacaste, Costa Rica

Projects
Our projects lawyers have successfully represented clients on major infrastructure projects in Latin America, including projects involving oil and gas exploration, petrochemical refineries, telecommunications, LPG terminal and storage facilities, semiconductor facilities, power generation plants, water and waste water treatment, and sports arenas. Our projects experience in the region includes:

• Representing the agent bank and lead lenders in connection with the $1.3 billion project financing of three associated Venezuelan petrochemicals projects
• Acting as project counsel to project company on the $1 billion development, construction and financing of a 1,000MW power generation facility in Veracruz, Mexico
• Acting as lead counsel for multiple vendors in connection with the negotiation and implementation of a $700 million multi-party turnkey wireless telecommunications project in Brazil
• Acting as project counsel in connection with a Caribbean-based LNG/CNG project
• Acting as lead counsel to agent bank and lenders in connection with $350 million portfolio project financing facility for acquisition of privatized power facilities in Latin America
• Acting as lead counsel to acquiror of 432 mile gas pipeline in Mexico running through the States of Tabasco, Chiapas and Campeche and extending to the Yucatan Peninsula
• Acting as counsel to the acquiror of a one million metric ton per year methanol facility in Trinidad and Tobago
• Representing Irradia, SA (Peru) in the development of an LNG facility in Peru
• Representing a large Spanish toll road developer in two Texas toll road projects

Aviation
Our Latin American Aviation practice is one of the leading practices in the region. Our unique team approach enables us to provide a collaborative response from various legal disciplines, such as mergers and acquisitions, bankruptcy, tax, and outsourcing. We have helped with tax structure, leasing arrangements, contract requirements, government treaty rights, labor agreements, and regulatory issues and have in-house experience at a major U.S. carrier. Our aviation experience includes:

• Representing a consortium of Latin American airlines in a large tax dispute with the U.S. Internal Revenue Services
• Representing American Airlines in its acquisition of TWA assets in Latin America and the Caribbean
• Restructuring of AMR’s Sabre business in Latin America in connection with a spin-off transaction
• Representing Aviall with its merger with Boeing
• Representing Sabre in the sale of its outsourcing business to EDS
• Representing Grupo Taca in its proposed acquisition of Aviana, SA (Colombia) via a bankruptcy in the SDNY
• Representing American Airlines in its acquisition of a minority interest in Aerolineas Argentinas, SA

Bankruptcy and Business Restructuring
Our bankruptcy and business restructuring lawyers represent foreign and domestic clients in business restructurings and insolvency proceedings in the U.S. and abroad. Our business restructuring and reorganization experience includes:

• Representing Mexican corporate parent of Asarco, LLP in a complex Chapter 11 proceeding in Texas
• Representing bond holders in the “prepack” restructuring of Grupo Iusacell involving US$350 million bond exchange
• Representing American Airlines in its acquisition of TWA assets in Latin America and the Caribbean
• Representing a consortium of international banks in a restructuring of Enron assets in Brazil with Petrobras

International Trade and Customs
Our international trade and customs attorneys represent leading U.S., foreign and global industrial, energy, technology, aerospace and defense industry corporations in regulatory compliance matters, transactional planning, governmental licensing, civil and criminal enforcement proceedings and import relief actions. The latter include antidumping, countervailing duty, safeguard (Section 201), unfair trade practice and patent infringement (Section 337) and related cases before the U.S. International Trade Commission (“ITC”), the U.S. Department of Commerce (“DOC”) and the Office of the U.S. Trade Representative (“USTR”). Our international trade and customs attorneys include a former ITC Assistant General Counsel and head of the Section 337 staff office, as well as a former senior lawyer and NAFTA negotiator for Mexico’s SECOFI. Our international trade and customs experience in the region includes:

• Representing a major U.S. chemical manufacturer in bringing an antidumping action against European and Latin American competitors, resulting in substantial dumping margins on foreign producers.
• Prosecution of an antidumping case on behalf of Hercules Incorporated against imports of purified carboxymethylcellulose from Finland, Mexico, the Netherlands and Sweden, with on-going annual duty reviews
• Prosecution of an antidumping case and ITC Sunset Review on behalf of Hercules Incorporated against imports of industrial nitrocellulose from Brazil, China, France, Germany Japan, Korea and the United Kingdom, with penalty duties of up to 78 percent
• Representing a U.S. fertilizer manufacturer in a Mexican antidumping investigation before the Secretaría de Comercio y Fomento Industrial
• Representing multiple Mexican greenhouse tomato growers in parallel antidumping and Section 201 “escape clause” proceedings before the U.S. International Trade Commission and the U.S. Department of Commerce

International Arbitration
Our international arbitration attorneys represent clients in a variety of international arbitration venues and proceedings and the Firm counts with a Mexican litigator with important experience with excellent expertise in this area as well where he has participated in over 25 arbitration cases and served as chaired more than 160 arbitration panels. Our international arbitration  experience includes:

• Representing a large European multinational in a US$1.5 billion ICC construction law arbitration proceeding in Mexico City against a Mexican national energy company
• Representing an international oil company in a multi-million dollar claim in Stockholm, Sweden
• Representing a large Mexican broadcasting company in an arbitration in Mexico

Franchising
Our franchising lawyers assist clients in a wide range of issues that affect their businesses in the region in order to construct meaningful and cost-effective solutions. Some of our experience in the region includes:

• Represented over twenty U.S. restaurant and hospitality franchisors in connection with preparing mandatory disclosures and related agreements for franchising in Mexico
• Represented over ten U.S. restaurant and hospitality franchisors in connection with preparing mandatory disclosures and related agreements for franchising in Brazil
• Representing a U.S. restaurant franchisor in addressing NAFTA based import/export regulations to provide supplies to its Mexico franchisee
• Represented a U.S. restaurant franchisor in a termination and enforcement action in the Dominican Republic
• Representing a U.S. multinational restaurant company in the successful attack against an unauthorized Mexican user of its trademarks throughout Mexico
• Represented a U.S. restaurant franchisor in an arbitration matter in Argentina
• Represented a U.S. Mexican restaurant franchisor in connection with a Mexico franchise transaction (i.e., bringing U.S. Mexico food to Mexico)
• Represented multiple U.S. franchisors in preparing master franchise, development and franchise agreement in almost every Latin American country