IFLR Americas Awards 2023: winners announced

It was a pleasure to gather the Americas legal community at the Metropolitan Club, New York on May 18 to celebrate the winners of this year’s IFLR Americas Awards. Many of the region’s top law firms, banks and corporates were in attendance, and it was great to welcome guests from across the US, Canada and Latin America.

Cleary Gottlieb Steen & Hamilton took home the prestigious International Law Firm of the Year award. The firm advised on the winning Equity, Debt and Equity-linked and Restructuring deals, as well as collecting team awards in the latter two categories.

The night’s other big winners included Pinheiro Neto Advogados, who advised on multiple shortlisted and winning deals and also took home the inaugural Digital Finance – regional firm award. Davis Polk & Wardwell, White & Case and Mayer Brown also enjoyed successful evenings, retaining their respective titles of Equity, Project Finance and Structured Finance & Securitization Teams of the Year.

There were awards for the in-house teams from Goldman Sachs, Morgan Stanley and América Movil, in recognition of their impact on innovative deals.

Cleary Gottlieb’s Andrés de la Cruz was the recipient of this year’s Outstanding Achievement Award, while Congresswoman Maxine Waters was the recipient of the Outstanding Contribution to Regulatory Reform Award.

The ceremony caps off months of research into the region’s legal market, drawing on written submissions and wide-ranging interviews with clients and counsel and showcasing the most legally innovative cross-border transactions from across the Americas over the past 12 months, as well as the teams and individuals behind them. All transactions awarded reached financial close in 2022.

Congratulations to all the winners and all those recognised during the awards ceremony.

The full list of winners is below:

Andrés de la Cruz has been an instrumental figure Latin America’s capital markets for over 30 years. He is senior counsel at Cleary Gottlieb, moving between its New York and Buenos Aires offices. He joined the firm in 1988 and made partner in 1998. During his career, he has spent time in the firm’s Brussels, New York and Frankfurt offices.

In 2009, Andrés moved to Buenos Aires to spearhead the opening of Cleary’s office in Argentina. In 2022, Andrés transitioned to senior counsel. He is also a professor at both NYU and Universidad Torcuato Di Tella in Buenos Aires.

His practice spans a wide range of corporate finance work, but he is perhaps best known as a veteran of sovereign debt deals. He has played a pivotal role in sovereign debt management for states across Latin America, including Argentina, Chile, Uruguay and Paraguay. His work on the Republic of Argentina’s sovereign debt management process has set invaluable global precedents on the use and implementation of collective action clauses (CACs) and developed the practice of sovereign liability management.

Most recently, Andrés he has been advising the Republic of Chile on first-in-kind debt offerings, including its inaugural green bond and the world’s first sovereign sustainability-linked bond.

Maxine Waters was elected to the California State Assembly in 1976, serving for 14 years, and became a member of Congress in 1991.

Waters made history by becoming the first woman and African American to chair the House Financial Services Committee, serving from 2019 to 2023. During her term, she led efforts to investigate the digital assets marketplace. In 2021, she launched the first Digital Assets Working Group, aiming to consider how to devise legislation to “support responsible innovation that protects consumers and investors while promoting greater financial inclusion”. Her efforts to compel crypto companies and exchanges to comply with US Securities Law continues.

Waters contributed to overhauling the financial services industry following financial crisis, playing a key role in crafting the Dodd-Frank Act. She successfully fought for provisions to the landmark law that enhanced consumer protections and more effectively policed industry practices that led to the 2008 recession. She remains a steadfast defender of the Act, and continues to fight against any efforts to weaken it.

Waters has also been a tireless advocate for equality and diversity throughout her career, and launched Congress’ first-ever subcommittee on diversity and inclusion. The subcommittee has held hearings on the lack of representation of women and minorities in the financial sector, board diversity, the racial and gender wealth gap, diverse asset management, and the lack of diversity in America's largest banks.

IDB Invest’s footprint across this year’s shortlist reflects its central role in infrastructure financing in the region and serves as a testament to its ability to innovate. Regularly singled out during research as a driving force in first-in-kind deals, Ignacio Imas Innella is this year’s inductee into the IFLR Dealmakers Hall of Fame.

As legal counsel in IDB Invest’s Energy & Infrastructure team, Imas was involved in several major projects during 2022. The Rumichaca-Pasto 4G social bond was the first time that IDB Invest had participated in an issuance under Rule 144A/Reg S. This required a bespoke approach to reconcile the bank’s requirements with the financing framework. The Ferrocarril Central PPP was financed through a tailor-made B Bond structure, which is largely new to the market.

Recognising his importance in both these deals, sources describe Imas as “proactive, engaged, and commercially-oriented”, and identify his drive to find a solution as among his key strengths.

New for 2023, this award recognises an individual for their work promoting diversity in the corporate finance legal landscape throughout the region. Mercedes Haddad of Creel García-Cuéllar Aiza y Enríquez is this year’s winner.

A partner in the Creel’s banking and finance and capital markets teams, Haddad is also a founding member of her firm’s diversity and inclusion committee. She helped launch the firm’s Women Attorney Affinity Group, which aims to promote professional development and empowerment of female lawyers through training, special forums, and mentoring.

In 2022, Haddad led the firm’s efforts to redesign its parental policy, aiming to address gender-based parental inequality. With Haddad at the helm, the committee identified that the assumption that women will take on the primary caregiving role as a key factor in preventing gender equality and in impacting on their career progression. Local Mexican law gives men or secondary caregivers five business days of paid parental leave, while women or primary caregivers have 12 weeks of paid parental leave. Creel’s new policy seeks to promote shared-parental responsibility.

The committee also identified that the Parental Policy in its original form failed to take into account anything other than a binary concept of maternity and paternity leave. As such, the revised version recognises the parenting and paid leave rights of the LGBTQ+ community.

This year’s shortlist spotlights innovations in sovereign issuances, project bonds and corporate bonds. América Móvil’s travel bond was a particularly unusual instrument, not typically used outside the private equity market. Named the 2023 Corporate In-house Team of the year, América Móvil was noted during research for its strength in handling the complex process, and its ability to do so with a small team particularly impressed.

The Government of Barbados’ debt-for-nature swap set a new precedent. Unlike previous iterations in Belize and the Seychelles, this deal included no new money and took place outside of a restructuring. As such, it provides a replicable and scalable model for other countries with private sector debt. The deal included a novel natural disaster clause, which allows the issuer to weatherproof debt stock and acts as a liquidity-relief mechanism.

The Republic of Chile became the first sovereign to issue a sustainability-linked bond and incorporated KPIs that could be adequately measured and independently verified. The inclusion of a “most favoured nation” clause had no precedent in the corporate world. The clause requires that the terms of the original bond be adjusted to include more ambitious sustainability performance targets in future SLB issuances by Chile, provided that they are based on the same KPI and same event observation dates.

The winning deal is another innovation in sovereign finance, this time from the Republic of Uruguay. The country’s SLB included a novel coupon step-down, creating a scenario in which the issuer is not only penalised for not meeting targets, but is incentivised to go further and exceed targets. This had not been done before and, accordingly, legal teams were required to draft the legal documentation from scratch, analysing the impact on the coupon, tax treatment and disclosure. Parties worked to ensure that the targets were sufficiently demanding that exceeding them would be genuinely challenging.

The country agreed on ambitious KPIs, committing to reduce its greenhouse gas emissions by 2025 as well as maintaining or increasing its native forest area by the same year. Where Chile’s greenhouse gas emission KPI is based on a gross target, Uruguay opted for an intensity metric. This aligns the issuance more closely with corporate bonds and means that its emissions are measured as a percentage of its GDP. This is particularly ambitious as it exposes the country to more volatility from external factors.

Legal teams had to weather tough market conditions to close deals in 2022. The Bausch + Lomb IPO was a cross-border secondary offering in connection with a planned separation of Bausch + Lomb from its parent company, Bausch Health Companies. Legal counsel battled a volatile market to successfully complete an equity offering, carve-out and concurrent debt raises. The deal was subject to both US and Canadian regulatory regimes, which created complexities around securities laws and modelling the business under both frameworks.

Eletrobras’ public offering marked the first time that a company directly owned by the Federal Government was privatised via a public offering. Legal teams had to reconcile existing rules with the dynamics of a public offering, and the offering required the approval of new laws and an update to the regulatory framework. Retail investor participation was a key component of the deal, which is another of the deal’s more unusual features. Individual investors were given the opportunity to invest funds from the Brazilian social security system indirectly into the company's shares. The participation of severance funds in the offering necessitated creativity in adapting to the regulations, as well as work to ensure that the marketing materials were sufficiently informative. For further details, please see IFLR’s previous coverage of the privatisation.

The winning deal was a first for Brazil and an achievement in cross-border structuring. Inter & Co’s redomiciliation marks the first time that a Brazilian-listed company has redomiciled and listed in the US. The transaction involved the transfer of the controlling shareholders’ interest in Banco Inter from Brazil to a new Cayman Islands holdco, and a Brazilian-law merger to ultimately transfer the free float of Banco Inter from the São Paulo stock exchange to Nasdaq. Ultimately, the transaction resulted in the listing of Inter & Co Class A Common Shares on Nasdaq, the listing of Brazilian Depositary Receipts backed by Inter & Co Class A shares on B3, and the delisting of Banco Inter equity securities from B3. The transaction also included a cash-out component funded with a debenture issuance in Brazil. The redomiciliation, listing and delisting all had to take place simultaneously, creating a huge logistical challenge for all those involved.

The deal had been attempted previously and its successful close broke new legal ground. The structure enable Inter to delist from the B3 without doing a tender offer, which required extensive work to secure B3 approval. The proposition also created challenges for the SEC as there was no defined process to follow. Reconciling regulatory requirements in both countries was also key, and in doing so a workable path for such a deal has been created.

Against strong headwinds, legal teams managed to close several innovative high yield deals in 2022. Coruripe made use of IAA credits to guarantee its bond, in a rare issuance of secured debt in Brazil. The IAA was an autarky of the Federal Government, established in 1933 with the aim of regulating the Brazilian sugar and alcohol industry. It was disbanded in 1990, and the government has been ordered to repay producers for the losses suffered due to price fixing over that period. IAA credits had never previously been used as collateral in a debt issuance, and this deal potentially has implications as a template for other companies in the sugarcane sector.

Cruise operator Carnival Corporation was badly impacted by the Covid-19 pandemic. In the depressed high-yield markets of 2022, an unsecured debt offering was not an attractive prospect so legal teams had to be creative in finding a path to financing. Ultimately, the company transferred 12 ships to a new subsidiary, allowing it to issue new debt at the subsidiary level. This permitted the unsecured senior priority notes to be structurally senior to Carnival’s other debt to the extent of the value of the contributed vessels. As a result, the unsecured senior priority notes were rated higher than Carnival’s unsecured debt and received favourable pricing terms. This solution built liquidity for Carnival, allowing Carnival to raise further convertible debt later in 2022.

The winning Central America Bottling SLB combined several novel features and involved over nine jurisdictions across Latin America. It was the first SLB by a Central American issuer. Targets involved commitments to reducing carbon emissions and reaching zero waste, and it took a dedicated team to ensure that these were adequately measurable and challenging. As the first of its kind from Central America, and by a bottling company in the Americas, legal teams were in new territory and had to ensure sufficient disclosure was provided.

The covenant package included some unusual features. Notably, where JVs are typically excluded, the bond incorporates a novel mechanism to allow the company to incorporate JVs and treat them as restricted subsidiaries within the purview of the covenants. This offers more flexibility to the company and protects investors, as the earnings and debt of the JVs will only be calculated relative to the ownership percentage, and will therefore not be overstated. The issuance was also the first that involved Spanish co-issuers, with counsel creating a structure to ensure compliance with Spanish law to manage liability and local law restrictions.

Despite volatile markets, private credit has continued to thrive in 2022 as an alternative source of financing. The Kaseya / Datto acquisition financing speaks to this trend and was one of the largest direct lender financings ever closed. It was structured to combine an initial term loan, with a revolving credit facility and a delayed draw term loan facility.

Elon Musk’s acquisition of Twitter was one of the year’s highest-profile deals. It was financed by a complex, cross-border combination of a secured bank loan and two secured bridge facilities, which came under intense pressure from litigation and media scrutiny around closing.

In Brazil, Cosan funded its purchase of a stake in Vale through a complex financing structure, which was untested in the market. The transaction combined both local and international tranches, which had to work together and be closed simultaneously. To protect against fluctuations in Vale’s share price, the deal included collared financing and an equity hedge. This element is uncommon in the Brazilian market, requiring legal teams to adapt best practice from the international markets to Brazil.

This year’s winner is the CyrusOne take-private financing, which funded KKR/Global Infrastructure Partners’ take-private acquisition of data-centre REIT CyrusOne. Data centre deals usually rely on traditional project financings, but CyrusOne used a novel structure that married the features of large-scale real estate secured financing with the concepts of traditional corporate finance to allow the borrower maximum leverage.

On the real estate side, two loans were secured by mortgages on data-centre properties located across the United States, along with a European balance sheet loan secured on data centres in Europe. Both had to be closed simultaneously, alongside an additional traditional corporate finance revolving loan, which was added to minimise risk by funding any equity shortfalls. A structure of this kind was new in cross-border financing.

A wealth of legal innovation is showcased on this year’s M&A shortlist. Swedish multinational Ericcson’s complex acquisition of Vonage saw legal teams negotiate sensitive issues reach close. One question was whether CFIUS approval should be included as a closing condition. Ultimately, legal advisors used carefully structured covenants, termination rights and reverse termination fees to give both parties comfort that execution risks could be overcome. The agreement also included a special termination fee, designed to protect Ericcson against certain Vonage activist shareholders. In addition, the agreement incorporated unusual provisions to preserve Ericcson’s IP exclusivity.

VAALCO’s merger with Transglobe was cross-border in every sense. The deal involved five separate exchange listings, and assets and legal entities in multiple jurisdictions including Gabon and Equatorial Guinea. Rules often conflicted between jurisdictions, meaning legal teams had to coordinate with regulators in the US, UK and Canada, devising bespoke disclosures and gaining exemptions for aspects including oil reserve reporting. The merger also took advantage of the 1933 Act, allowing VAALCO to have the deal approved in a Canadian court, thus avoiding SEC review and expediting close.

Winning this year is Moove’s acquisition of PetroChoice, a market leader in lubricant solutions. This is a rare example of an outbound investment from Latin America into the United States. Against the backdrop of a weak M&A market, and elections in Brazil, the deal was brought to a successful close.

Completing a US style deal in Brazil presented a number of challenges, including over the use of rep and warranties insurance . The mechanism is incipient in the Latin American market, and largely unheard of in Brazilian deals, demanding extensive work to familiarise insurance companies and Moove. No-recourse deals were a feature of the US market in 2023, but remain uncommon in Brazil, so getting the buyer comfortable with the risk involved was key to a successful close. Ultimately, the reps and warranties insurance was successfully included and this may provide a model for regional corporates looking to do US-style M&A.

Adding to the challenges, Petrochoice had assets across 20 US states, which raised complicated due diligence and lease issues, as well as a significant degree of risk from the mixture of state-level environmental laws.

The breadth of this year’s shortlist is notable, with acquisitions spanning a variety of sectors including healthcare, telecommunications and cybersecurity. Cinven’s purchase of Bayer Environmental Science Professional (BESP) required a complex carve-out of fresh business. There were 29 entities to acquire across 40 countries, which led to a lengthy purchase agreement, along with supply and licensing agreements. Thinking through how to adequately break out leases, contracts and other liabilities took substantial effort, as did securing adequate transition services and a workable governance structure.

Legal teams from across the Americas came together to advise on Global Infrastructure Partners’ acquisition of Atlas Renewable Energy. The transaction was a milestone in the renewables industry, with Atlas holding 14 fully contracted solar assets across Brazil, Chile, Mexico and Uruguay. The transaction was subject to a multi-jurisdictional closing and a highly complex waterfall of payments involving assets and financial institutions in nine countries. Advisors also had to navigate a challenging regulatory and financial environment in Latin America, with the regulatory piece being critical to the deal’s success.

Taking the title this year, one legal advisor described the McAfee take-private as a “Rubik’s cube exercise”. The deal presented challenges around the management of a large consortium, which included a rolling shareholder, tax receivables, the target’s sensitive business and the concurrent sale of McAfee’s enterprise business.

McAfee had been public for under a year, during which time it had begun to divest its enterprise business. The divestment was taking place in the background of the take-private, which created uncertainty over what was being bought and sold. The bidding process began before the full details of the sale of the enterprise business were clear, so pricing the deal was a challenge.

On the regulatory side, the volume of sensitive data held by McAfee raised red flags for regulators, who had to be convinced that proper processes were in place to protect the customers' privacy. The involvement of non-US headquartered parties in the consortium meant the deal was also subject to a CFIUS filing.

This year’s shortlist encompasses a variety of projects, including renewables, port facilities and semiconductor fabrication facilities. La Mata and La Union solar projects stand out as pioneering deals for the sector in Colombia. The transactions were the country’s largest debt financings to date for solar assets and the first projects financed with underlying power purchase agreements with local utilities from the auction held by Colombia's Ministry of Mines and Energy in 2021. The funding strategy used dollar and peso funding to create a hedge, helping to reduce investment risk.

The redevelopment of Terminals 6 and 7 at JFK Airport grappled with rising costs and interest rates. The declining market forced legal teams to repeatedly revisit their approach, ultimately moving away from a hybrid structure including taxable bonds to a bank-centric solution. The final transaction used a novel multi-source debt financing, comprising a combination of taxable commercial bank loans and tax-exempt bonds purchased by Royal Bank of Canada.

Taking the crown this year, the São Paulo Metro Linha 6 project pioneered an innovative structure that drew from multiple sources of funding and enabled participation by both local and foreign lenders. The structure brought an international standard financing into the Brazilian market. The original sponsors were implicated in the Lava Jato scandal, which stalled the project. A decision from the Brazilian Supreme Court was needed to allow the transfer of the concession to Spain’s Acciona, without the need for a new bidding process.

The financing included three bridge bonds, a BNDES loan, a letter of credit facility from CAF, and an equity bridge bond. In the case of the latter, it was a first time that it had been done in a construction financing at the project company level in Latin America. It was a complex process to ensure all the components worked together under Brazilian law and the deal was tailor-made at every step.

For BNDES, this was the first ever limited-recourse project financing in Brazil in which it assumes greenfield construction risk. The BNDES loan was supported by a unique LC facility structure. This allowed for the provision of letters of credit and guarantees under Brazilian, New York, Spanish, French and Italian law, in reais, euros and US dollars. It is hoped that this structure will establish a precedent for long-term project financing in Brazil from foreign financiers and investors.

Restructuring continued to generate cases that tested cross-border frameworks to their limits throughout the Americas in 2022.

In Brazil, the restructuring of Andrade Gutierrez International’s debt led to the implementation of a noteworthy and complex cross-border restructuring plan in just two months. The restructuring of AG, one of Latin America’s largest engineering groups, took place on the backdrop of its involvement in the Lava Jato scandal and the depreciation of the Brazilian reais, raising challenges for the legal teams to reassure creditors. The restructuring preserved all the creditors’ rights and achieved a fully consensual pre-approved plan in Brazil. A key for legal teams was to provide creditors with valuable collateral and make the legal documentation inronclad. The case involved AG and four Brazilian, Luxembourgish and Portuguese subsidiaries, as well as court rulings in Brazil and the United States.

Intelsat’s mammoth restructuring is a true landmark case. It set a precedent in how the Federal Communications Commission (FCC) would approach monetization of the C-Band frequency spectrum. It combined multiple complex solutions, structuring a DIP financing out of the senior secured position in the capital structure and closing a cash-acquisition of significant assets, a rare occurrence under Chapter 11 proceedings. Arguably the biggest piece was simply achieving consensus among the parties, which required counsel to explore all available Chapter 11 tools.

A unique project was the Commonwealth of Puerto Rico Plan of Adjustment, the culmination of four years of work under Title III of the Puerto Rico Oversight, Management and Economic Stability Act (PROMESA), a bespoke piece of legislation enacted in 2016 to address Puerto Rico’s debt crisis. A key piece in the puzzle was the use of an innovative contingent value instrument (CVI), to bridge the gap between the government of Puerto Rico and its bondholders.

Taking the win this year is the LATAM Airlines Group. The extensive list of law firms involved in the case is testament to the sheer effort put in by teams from across the Americas to bring the restructuring to a close. In addition to an innovative DIP financing, which won the IFLR Americas Loan deal of the year award in 2021, the transaction included a number of other notable features, with the global nature of the project often at the heart of them. A significant proportion of the thousands of creditors involved in the case were located outside the United States, giving rise to novel issues associated with claims resolution, distressed financing, plan confirmation and implementation, foreign law issues, and other aspects of the restructuring.

The interplay and conflicts between US law and the laws of Argentina, Brazil Chile, Peru, Ecuador and elsewhere were critical and challenging to navigate. For instance in Chile, local corporate law gave existing shareholders preemptive rights protections, enabling them to participate in new equity raises and debt-to-equity conversions. However, the US process would have wiped them out. As a result, legal teams had to find a way to harmonise different legal jurisdictions over the issue of shareholder rights, finding a path that worked for the majority of creditors.

Please see IFLR’s previous coverage for further details.

Against a difficult backdrop, legal teams from across the Americas closed a variety of novel financings during 2022. Chilean start-up Xepelin’s warehouse securitisation was the first cross-border private warehouse supported by factoring assets in the market. The deal securitised the underlying contractual right, which was new for the market. The eligibility criteria around what was included in the warehouse was a key piece of the puzzle. It is hoped that the deal will open the doors for other corporates to fund by warehousing.

In Brazil, Solfacil undertook a first-in-kind cross border Brazilian investment fund securitisation. The deal was a credit transaction formalised by a securitisation, using a bespoke structure to provide Goldman Sachs with protections analogous to that of a warehouse lender. Legal teams developed a structure that worked under both New York and Brazilian law, satisfying the requirements of both sets of regulators. It creates a path for a domestic US product to be brought to other markets, allowing for new kinds of foreign investment.

Also in the solar market, the Luminance ABS was a first-in kind private asset-back securitization of commercial and industrial solar assets. Where residential solar is relatively common as an asset, the private asset pool created different challenges. It is hoped that the transaction will create a successful precedent to permit cheaper financing for solar in future.

The winning deal is the Planeta Securitizadora Green agribusiness receivables certificates (CRA). It is among the first securitisations structured to be sold outside of Brazil to foreign investors. The instrument is governed by Brazilian law, dollar-denominated and listed in Vienna.

A recent change in the law allowing CRA to be issued in foreign currency facilitated the deal, circumventing the bureaucracy that previously made it prohibitively difficult for foreign investors to buy local debt instruments. The new law allows both the issuance of CRA referenced in foreign currency and the placement of these securities directly abroad, which increases their appeal among foreign investors.

The process was new for all those involved, so a framework for the deal had to be created from scratch. The structure involves the issuance of CRA, which are fixed-income securities backed by receivables originating from businesses between rural producers or their cooperatives and third parties. They are designed to offer low-interest loans to farmers. The bonds are registered in Vienna, allowing them to be bought directly in the European market. Under the mechanism, only the Brazilian securitisation vehicle requires Central Bank approval, paving the way for foreign investors to take part.

The transaction also stands out for its green credentials. There are preconditions for farmers wishing to access the financing, requiring them to commit to zero deforestation of native vegetation, over and above their legal reserves, and prevent negative climate impacts and loss of habitat. An independent Environmental Committee will review and provide input into the environmental management of the facility.

Given the greater easing of foreign investment laws in Brazil, this structure’s implications are potentially wide-ranging.

The Net-zero Transition Award recognises a firm, in-house team or project that has taken positive steps towards net-zero transition, through initiatives that improve sustainability, work that helps clients to decarbonise, or innovative deals that help develop market practice.

This year’s winner – the Advanced Clean Energy Storage project – is the first large scale hydrogen project and the world's largest industrial green hydrogen facility. It is hoped that it will help create a viable market for clean hydrogen and will make it scalable, creating the fundamental infrastructure needed to deploy it as an energy storage source. As there was no legal precedent for a project of this kind and the legal teams had to work through a lot of uncertainty to create bespoke project agreements. This project is a key piece of the United States’ hydrogen strategy, which is critical to the country’s commitment to reach carbon zero by 2035.

Brevity is a software solution designed for the management of corporate law documents and processes. The tool allows users to create, collaborate and approve legal documents, and manage workflows in a central and easily accessible way. The software allows users to generate bespoke templates, according to their needs and those of their clients, to facilitate a more efficient way of managing documents and processes. Firms such as Colab in Paraguay have made use of Brevity to enhance the client service they offer. The automatic features included in the software mean that data can be uploaded and reviewed once, with subsequent updates generated automatically. This reduces time spent on repetitive tasks and reduces the risk of human error.

Beccar Varela’s financial services regulatory work helped it to stand out in 2022. Notably, the team advised Ualá in becoming the first Fintech in Argentina to gain its banking license. The Argentine central bank´s approval of Ualá’s purchase of Wilobank sets a new precedent for the shareholding structure of digital banks in Argentina. Gaining regulatory approval for the deal was a long process and required the team to navigate regulations that were designed for shareholding structures where the owners are precisely identifiable, and therefore did not immediately allow for the introduction of international venture capital funds. Its advice to Prisma Medios de Pago in connection with its acquisition by Advent International also stood out.

Machado Meyer impressed across the board, advising on a string of innovative projects across financial services, capital markets, loans, M&A and project financings. Its importance as counsel to Banco Inter in its redomiciliation and NASDAQ listing was highlighted during research, with the group praised for its ability to navigate the complexity of a first-in-kind process.

Its work on the Cosan / Vale acquisition financing helped to secure its Banking & Finance firm of the year title. The former was a non-recourse financing, structured to finance a share acquisition. The non-recourse element was a relatively new concept in the Brazilian market and the team had to look to adapt international models to the local market to find a pathway to close the deal. Also notable was the firm’s work on the São Paulo Linha 6 metro project financing, which took the title of Project Financing deal of the year. Acting for CAF, Machado Meyer assisted the bank on its first issuance of bank guarantee letters in the Brazilian market.

Advising the issuer on its landmark cross-border green CRA issuance out of Brazil helped to set Pinheiro Neto apart this year. The Planeta Securitizadora Green CRA – this year’s Securitisation and Structured Finance Deal of the Year – took advantage of a recent change in legislation to allow agribusiness receivables certificates (CRA) to be issued in foreign currency, and is a landmark in foreign investment into securitisation in the country. The firm’s record also includes other notable transactions, such as acting for the underwriters on IRB-Brasil Resseguros’ follow-on offering.

Mattos Filho’s deal record last year spanned a range of complex cross-border acquisitions, including Indorama’s acquisition of Oxiteno. The transaction was unusual, setting new precedents around the right of first refusal in Brazil. The seller Ultrapar Participações, is a publicly held company, meaning that the sale triggered the right of first refusal in favour of its shareholders for both primary and secondary tranches of the transaction. This had never been seen before in the country, and therefore there was no template for the process.

Osler was once again a leading force in Canada’s cross-border deal market. The firm excelled in M&A, advising on the VAALCO – Transglobe merger and Boston Scientific Corporation’s purchase of Baylis Medical Company. The former involved five separate exchange listings, and assets and legal entities in numerous jurisdictions, with often conflicting regulatory regimes. Closing the deal required a bespoke structure to secure, among other things, shareholder approval from TransGlobe’s shareholders by way of a Canadian proxy circular filed with the Canadian Securities Administrators, and to obtain approval of a Canadian plan of arrangement by the Court of King’s Bench of Alberta, Canada. The Boston Scientific transaction was also intricate, involving the carve-out of a division of Baylis Medical Company for purchase during a wider auction process.

The firm’s work on some notable restructurings helped to secure its win of the Banking & Finance firm of the Year for Canada. Highlights include advising Investissement Québec in relation to restructuring proceedings by BlackRock Metals. In order to close the deal, a creative approach, layering a number of restructuring tools, was needed. BlackRock Metals’ existing secured lenders were approved as stalking horse purchasers in a credit bid, for which an RVO would be sought. However, shareholder opposition to the approval of this bid stalled proceedings. Ultimately, the Court ruled to grant the RVO, marking only the second time that the Superior Court of Québec approved the use of and RVO in a contested matter.

One of the team’s stand out deals of 2022 was the Bausch + Lomb IPO. The deal was a cross-border secondary offering in connection with a planned separation of Baush + Lomb from its parent company, Bausch Health Companies. This created a number of complexities and required advisors to come up with a tailor-made solution to facilitate an equity offering, carve-out and concurrent debt raises. The deal was subject to both US and Canadian regulatory regimes, which created some complexities around securities laws and modelling the business under both frameworks.

Consortium Legal edged out stiff competition to take the crown for Central America Firm of the Year, as well as the Banking & Finance and Capital Markets firm awards. On the capital markets side, the firm stood out for its work on innovative high-yield deals for the Central America Bottling Corporation and Tigo Guatemala. The Central America Bottling Corporation bond is this year’s High Yield Deal of the Year, reflecting the unusual covenant package, as well as its status as the first sustainability-linked bond by a Central American issuer. The firm’s banking and finance work also included some standout mandates, including some complex syndicated loans.

This year’s Central America Corporate Firm of the Year, Arias has stood out across the region for its work on cross-border M&A. In El Salvador, advice on the merger of two leading players in the water industry impressed, while in Honduras, its work for Grupo Bimbo on the sale of Ricolino to Mondelez was notable. The latter deal involved the carve out Ricolino from the wider Grupo Bimbo. This was a significant business unit and had never previously operated as a standalone, which mean that ensuring that it could function independently from the moment of sale required significant structuring.

Claro & Cia’s involvement in high-profile restructuring cases helped it to stand out from a competitive field. The firm was noted during research for its key role in getting LATAM’s Chapter 11 bankruptcy recognised in Chile. This set a precedent for recognition proceedings in the country. The company first had to go through the Chapter 11 plan approval process and then comply with the Chilean preemptive rights shareholder process, owing to its Chilean parent company. This process created tension between shareholders in Chile and US creditors, and meant that reconciling US and Chilean law was key to the success of the LATAM case. The firm’s work in relation to the Alto Maipo restructuring was also noteworthy.

Brigard Urrutia retains the Colombia Firm of the Year for 2023. Its strong presence across this year’s deal shortlists attests to its broad strengths. Highlights include advising on solar projects La Mata and La Union. These captured attention as Colombia’s largest debt financing package for a solar asset to date, as well as the first financing of projects awarded under the renewable energy auction in the country. The firm’s representation of CFG Partners on a complex asset-backed acquisition financing also helped to cement its win. The deal presented many unique challenges that required time and extensive structuring to navigate, including ensuring that the financing would fund both the acquisition, and allow flexibility to incorporate new loan originations in the future.

A varied portfolio of transactional work helped BLP to retain its title as Costa Rica Firm of the Year. Its assistance to the Fondo Latinoamerica de Reservas in connection with a USD1.1 billion loan to the Costa Rica Central Bank was one highlight. The deal included some non-typical components, including a year’s grace period for the principal payment. Funds will serve to strengthen the country’s macroeconomic and financial stability. The firm has also been active in advising Gencom Group in connection with the financing of several hotel resorts on the country’s Peninsula Papagayo. The financing package for The Four Seasons and the Andaz Resorts was one of the largest real estate loans ever recorded in the region by a US lender.

Pellerano Nadal Law & Consulting remains a leading name in the Dominican Republic, holding onto its title for a second consecutive year. Among its standout mandates is the country’s first liability management exercise carried out in the local market. The transaction included both a dollar and peso tranche and launched in February 2022 against a volatile market backdrop, owing to the Russian invasion of Ukraine and the prospect of interest rate hikes. As this had never been done before, legal teams had to evaluate Dominican securities laws to find a path for the bookrunners to act as structuring agents and dealer managers of Dominican law-governed bonds without incurring in any potential liability.

Demonstrating the breadth of its expertise with shortlist appearances across restructuring, private equity and loans, Pérez Bustamante & Ponce is this year’s Ecuador firm of the year. Standout deals include acting for LATAM Airlines in connection with its landmark restructuring and representing Stonepeak Infrastructure Partners on its acquisition of Lumen Technologies’ Latin American business. The latter is a highly cross-border deal, with Stonepeak acquiring a platform with an extensive cross-border, subsea, terrestrial fibre and data centre footprint across the region.

Arias’ El Salvador office impressed with some innovative digital finance and financial services regulatory work, advising a broad base of clients on a range of relevant matters. The team also demonstrated a solid portfolio of eye-catching transactional work. For example, Arias assisted Telefónica Centroamérica Inversiones on the sale of its operations in El Salvador. The deal reach successful close, in contrast to a failed sale process in 2019, which was terminated after failing to gain regulatory approval. The firm also advised on Sentinel Capital Partners acquisition of League. The deal was notable for its inclusion of representation and warranty insurance, which is still nascent in El Salvador.

Consortium Legal took roles on a number of noteworthy debt deals in 2022. Making this year’s High Yield shortlist, the Tigo Guatemala notes offering is a highlight. The deal structure was complex, and involved the issuance of USD900 million of high-yield notes by a Cayman Trust. The proceeds from the notes offering where then used to purchase an 100% participation interest in a loan granted to Tigo Guatemala. The participation in interest in the loan was then pledged for the benefit of the notes.

Arias’ work on a range of eye-catching, cross-border M&A was key to its win in Honduras. Led by Evangelina Lardizábal, the team acted for Grupo Bimbo in connection with the carve out and sale of its confectionary business, Ricolino, to Mondelez International. The parties owned interests over certain Honduran companies, which required a due diligence process and antitrust filing in the country. The office also advised on the purchase by Kirungu Corporation of various Honduran mining companies which, in turn, owned real estate and mining concessions. This required an extensive due diligence exercise of the purchased companies.

Creel García-Cuéllar Aiza y Enríquez edged ahead in a competitive field to pick up both the Mexico Firm of the Year, as well as the Corporate firm awards. Its roles on Stonepeak’s acquisition of Lumen Technologies Latin American business, and the ArcelorMittal / voestalpine HBI plant deals helped to secure its victory. The ArcelorMittal acquisition of the voestalpine HBI plant was a complex deal which included a number of specific considerations. It involved approvals from competition authorities in five jurisdictions and legal teams had to come up with bespoke solutions across the board. The deal structured incorporated a complex carve out, a joint venture with Voestalpine, a long-term offtake supply agreement and the acquisition of leasehold rights to a deep water port. All the pieces had to be lined up to move across at the point of close to allow ArcelorMittal to operate the plant without disruption.

Galicia Abogados was involved in a variety of complex banking and finance work during the review period. Led by partner Guillermo Pérez Santiago, the team acted for the lenders in relation to CEMEX’s Euro-denominated sustainability-linked loan. The loan was issued under CEMEX's Sustainability-linked Financing Framework, with KPIs linked to reducing carbon dioxide emissions, and increasing the use of clean energy sources and alternative fuels. Another highlight is the group’s work for Victory Park Capital in connection with a secured financing granted to Nelo Mobile. The deal involved high risk loans, secured by substantial collateral to mitigate risk, as well as an equity upside component to incentivise investors. This is a relatively new concept in the Mexican market, but the structure is becoming more popular and this deal is among the pioneers in the space.

At the forefront of Mexico’s capital markets in 2022, Ritch Mueller y Nicolau played roles on some significant deals. One standout is América Móvil bond issuance. The company was in the process of spinning off its telecommunications tower business, and wanted the financing for the spinco. In order to achieve this, the bonds were structured with a travel feature, which meant that on completion of the spin-off, the bond moves over to the new spinco. This had not been done previously in the telecommunications industry and required extensive structuring to ensure the mechanism worked correctly. Another deal highlight is the PEMEX liability management, whereby PEMEX was able to restructure a portion of its debt through a mechanism to exchange commercial debt for financial debt.

The team’s involvement in a variety of cross-border financings helped to set it apart from its rivals. One highlight was the firm’s work on Nicaraguan aspects of the Central America Bottling Corporation’s sustainability-linked loan. As well as standing out for its unusually flexible structure, the deal captured attention as the first sustainability-linked bond by a Central American issuer, and the second largest single tranche SLB by a Latin American issuer ever. In addition, the firm advised Fintech Volcán Nicaragua in relation to its expansion. This required an analysis of the country’s fintech regulation around means of payment services with financial technology and virtual asset services.

Arias Fábrega & Fábrega holds onto its title for a second year, buoyed by a track record of notable transactions across a variety of industry sectors. Among the highlights are the Stonepeak purchase Lumen Technologies Latin American business and the Phoenix Towers loan repackaging. The latter transaction spanned jurisdictions across Central, South and North America and consolidated loans held by Phoenix Tower International’s Latin American and US subsidiaries and repackaged them into one single USD2 billion facility. The firm has also been active in advising Panamanian banks in relation to the proposed modification of the legal framework regulating derivative transactions in Panama.

Ferrere advised on a variety of interesting deals in 2022 including the merger of Sudameris Bank and Banco Regional. The deal involved the combination of two of the market’s leading players and, given the highly regulated nature of the sector, raised a number of sensitive issues. As well as being active in the financial markets, Banco Regional is also involved in the local insurance and capital markets industries through its subsidiaries. From a regulatory standpoint, this created additional complexity. As both companies are publicly owned, minority shareholder interests also had to be taken into account, with a tailored strategy employed to balance the interests of all parties. The team also advised Heinzel in connection with its investment in Paracel, the largest private investment in Paraguay’s history.

Edging ahead of its competitors to take the win this year, Rodrigo Elías & Medrano Abogados was involved in two of this year’s winning deals: the LATAM Airlines Group restructruing and The Central America Bottling sustainability-linked bond. Among its other notable engagements was it work on the

Salaverry Port B-Bond. This was the first A/B-bond deal closed in Peru and extensive work with the regulator was required to create a framework for the transaction to close. Another notable feature of the Salaverry Port bond is the fact that the B loan was supported by a private placement, which is unusual in the Peruvian market. It is hoped that the transaction will open the way for further deals of this kind in the country.

Work on some significant sustainability-linked debt issuances was a major factor in securing Guyer & Regules’ place as the 2023 Uruguay Firm of the Year. The firm advised the underwriters in connection with The Republic of Uruguay’s inaugural sustainability-linked bond issuance. The country became the first issuer to include a coupon step-down if it overperforms on the pre-defined targets by a certain threshold, breaking new ground in sustainable financing. Documentation for the deal was drafted from scratch, and it was important that the bond KPIs were sufficiently demanding to represent genuine ambition. The team also advised on the Central America Bottling Corporation’s bond offering.

NATIONAL LAW FIRM: TEAMS OF THE YEAR