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In the News

Albert Tan in PERE: Japanese Pensions Adopt Overseas Caution

Tokyo Marine, ASIN Employees Pension Fund and DIC Pension Fund are among a limited group of Japanese pension funds to have invested in overseas real estate. But the number will grow, delegates heard at the PERE Tokyo Forum, last week. >>

Latinvex Recognizes Haynes and Boone as Leading Latin America Firm

Latinvex has featured Haynes and Boone, LLP in three of its listings for top Latin America law firms, including the Top 100 Latin America Lawyers, Top 50 Law Latin America Firms and Legal 50: The Partner Tally. >>

Gilbert Porter in Law360: Dealmakers Q&A: Haynes and Boone's Gilbert Porter

Gilbert D. Porter is co-chairman of the projects practice at Haynes and Boone, LLP. Over his 35-plus years of practice, he has led more than 120 project transactions in more than 35 countries throughout the United States, Mexico, the Caribbean, Latin America, Asia, Russia, the Middle East and South Africa, and has advised on several hundred more. >>



Recent Publications

Outbound Investing - Japan Goes Global

Presented at PERE Forum: Japan 2014. >>

Structuring Capital Call or Subscription Loan Facilities for Investment Funds

A webinar outlining approaches for structuring the loan facility, examining the underlying fund structure and fund document provisions, artfully drafting loan provisions, and performing comprehensive legal due diligence. >>

ISDA Publishes Form of Amendment to Address Uncertainty Regarding Section 2(a)(iii)

The International Swaps and Derivatives Association, Inc. (“ISDA”) has published a form of amendment to the 1992 and 2002 ISDA Master Agreements intended to address continuing uncertainty regarding the condition precedent set forth in Section 2(a)(iii) of both such Master Agreements (“Section 2(a)(iii)”). >>

ISDA Section 2(a)(iii): Problems and Solutions

In recent years, one clause of the ISDA Master Agreement has been the source of a great deal of consternation among derivatives lawyers: the condition precedent set forth in Section 2(a)(iii), which purports to suspend a party’s payment obligations in the event of a continuing default by the other party. >>

American Bankers Association Bank Compliance Magazine Guest Article: Responding to Examination Findings

Amid the industry's efforts to emerge from the global financial crisis, banks now encounter a new era in examination management. This era is marked by continuing regulatory uncertainty, economic instability, and heightened expectations from prudential regulators. >>

Private Equity Real Estate

Presented at the Global Alternative Investment Forum Japan 2014. >>

CFTC Loosens Requirements for Swaps for Utility Special Entities

On March 21, 2014, the Division of Swap Dealer and Intermediary Oversight (“Division”) of the CFTC issued a no-action relief letter (the “2014 Letter”), to temporarily allow entities to deal in utility operations-related swaps, as defined in the 2014 Letter, without counting such swaps towards the “sub-limit” threshold for swap dealer registration with regard to such swaps. >>

Asian Capital - Is the Outbound Story a Permanent Trend?

Panel Discussion Notes from the PERE Summit: Asia 2014 >>




Strategic Disposition

Our Client
Atlanta-based Mirant Corporation, an independent power company

The Opportunity
Mirant wanted to sell a group of utilities and power generation facilities in Jamaica, Trinidad, the Bahamas and Curaçao.  Mirant management wanted to move swiftly – we were hired in late July and the client wanted to begin solicitation of competitive bids by September.  Mirant also wanted, naturally, to optimize the price and conditions of the sale, but was unsure whether the best way to accomplish this was to sell the businesses as a group or to break them up into their constituent parts.

The Haynes and Boone Solution
We set up a Web site to coordinate the sale process, using our own ClientConnect® extranet for the back end.  We designed prototype purchase and sale agreements, allowing the businesses to be sold either as a group or on a modular basis, broken up into constituent parts.  This enabled Mirant to put the Caribbean businesses out for competitive bid in an orderly way and to maximize revenues from the sale, as well as to defer their decision on how to consummate the sale or sales until they had the most complete and accurate information possible.  Commonalities in the prototype agreements, and the ability to proceed with either a group or modular sale, allowed the client to make "apples to apples" comparisons regarding price and terms being offered by potential purchasers.

The Outcome
All final bids were evaluated within two weeks of their being received.  In another two weeks, we had a definitive, executed purchase and sale agreement for the businesses.  In the course of advising Mirant, we had to coordinate with in-house lawyers and government officials and others in each country, and deal with issues including rights of consent and rights of first refusal.  We dealt with issues that cut across the breadth of the projects group, including corporate, environmental, energy regulatory, ERISA, tax, and labor and employment issues.

The Caribbean businesses ultimately were sold as a group for $1.1 billion. The deal closed August 8, 2007.

For more information about this case study, please contact Arthur Cohen at +1 202.654.4559 or , Herb Glaser at +1 202.654.4513 or  or Gilbert Porter at +1 212.659.4965 or  .