Latin America and Spain Practice

Davis Polk advises some of the largest corporations, fund sponsors, banks and other financial institutions in Latin America and Spain on a comprehensive range of capital markets, mergers and acquisitions, private equity, lending and project finance transactions, and international dispute resolution matters. Our in-depth regional knowledge of business practices and regulatory requirements allows us to effectively deliver the legal advice our clients need. 

Our Latin America and Spain Practice consists of more than two dozen lawyers, including 10 partners resident in the Madrid, São Paulo, New York, Northern California and London offices, with most members fluent in Spanish or Portuguese. The group spans our global practice in the most sophisticated transactional areas and lawyers in the group have advised on many of the largest, most complex and first-of-their-kind transactions ever completed in Spain and across Latin America.

The long-standing client relationships that we have built with many major Spanish and Latin American companies are a testament to our success in and strong commitment to the regions.

  • Madrid Office. Established in 2001, our Madrid office continues to serve our extensive list of Spanish and international clients. The office regularly represents leading Spanish companies, as well as various of their Latin American affiliates and subsidiaries. Read more about our Madrid office. 
  • São Paulo Office. The launch of our office in Brazil in 2011 reinforces our extensive Latin American capabilities for handling the most sensitive and complex transactions in the region and beyond. Expanding our market-leading position among international law firms in Brazil and Latin America more generally, two leading international project finance practitioners joined our core team of senior lawyers resident in the São Paulo office. Read more about our São Paulo office and our Brazil practice.

Recognition

  • LatinFinance Deal of the Year – “IPO of the Year” (Grupo Aval IPO), 2015 
  • Chambers Latin America – Band 1 in Latin America-wide capital markets, 2015
  • 1st in Brazilian M&A by deal value – Thomson Reuters 2014
  • 1st in Latin American M&A by deal value – Thomson Reuters 2014

Notable Matters

ARCOS DORADOS

  • $1.4 billion SEC-registered IPO – this was the largest IPO by a Latin American issuer in 2011
  • $1 billion follow-on offering
  • R$400 million ($225 million) Rule 144A/Regulation S offering and R$275 million ($146 million) reopening of Brazilian-real-denominated senior notes

BANCO CIVICA

  • €600 million/$849 million Rule 144A/Regulation S IPO of ordinary shares

BANCO DE CREDITO E INVERSIONES (BCI)

  • $600 million Rule 144A/Regulation S senior notes offering by Banco Bci, the fourth-largest bank in Chile in terms of total assets, loans and deposits
  • $500 million Rule 144A/Regulation S offering of notes

BANCO DO BRASI

  • $4.9 billion Rule 144A/Regulation S common stock offering of Banco do Brasil, the largest bank in Latin America in terms of total assets
  • $1 billion offering and $750 million reopening of Tier I perpetual non-cumulative junior subordinated securities by Banco do Brasil. This transaction was the first issuance ever by a Latin American bank of Tier 1 capital securities structured to comply with the expected implementation of Basel III
  • $2 billion Tier 1 offering of perpetual non-cumulative junior subordinated securities
  • $1.925 billion senior notes offering
  • ¥24.7 billion Regulation S senior notes offering
  • $750 million Rule 144A/Regulation S Tier II subordinated notes offering
  • $500 million Section 3(a)(2) senior notes offering
  • $1.5 billion Rule 144A/Regulation S Tier II subordinated notes offering
  • $660 million Rule 144A/Regulation S senior notes offering

BANCO POPULAR

  • €2.5 billion Rule 144A rights offering of new ordinary shares by our client Banco Popular Español, the sixth-largest banking group in Spain

BANCO SANTANDER

  • €7.2 billion underwritten rights offering of ordinary shares
  • $2.72 billion investment in Banco Santander (Brasil) by Qatar Holding
  • $2.5 billion takeover of Alliance & Leicester
  • $1.9 billion acquisition of Sovereign Bancorp
  • $56 million acquisition of the remaining outstanding shares that it did not already own of Santander BanCorp., Santander’s Puerto Rican unit

BANCO SANTANDER (BRASIL)

  • $7.5 billion SEC-registered IPO of units, including in the form of ADSs. The offering was the largest global IPO in 2009 and the largest-ever IPO in Latin America 

BANCO SANTANDER (CHILE)

  • $1.25 billion aggregate offering of Rule 144A/Regulation S senior notes offering and concurrent Chilean-peso-denominated senior notes offering
  • $948 million SEC-registered secondary offering of Banco Santander Chile by Teatinos Siglo XXI Inversiones, as selling shareholder
  • $750 million Rule 144A/Regulation S senior notes offering

BANCO SANTANDER (MEXICO)

  • $4.1 billion IPO of ADSs and Series B common stock – this is the largest equity offering in Latin America so far in 2012, the largest-ever debut to take place on the Mexican market, and the second-largest IPO in the world so far in 2012
  • Acquisition of GE Capital’s consumer mortgage business in Mexico
  • Acquisition of ING Hipotecaria, a mortgage lending subsidiary of ING Groupon

BANKIA

  • €3.1 billion ($4.4 billion) Rule 144A/Regulation S IPO of ordinary shares – this is the first IPO to be conducted by former Spanish savings banks and is the largest initial public offering in Spain since December 2007

BB SEGURIDADE

  • $5.7 billion Rule 144A/Regulation S IPO of common stock of BB Seguridade, the insurance arm of Banco do Brasil – this offering is the second-largest IPO ever by a Latin American issuer and the largest global IPO so far in 2013

BBVA

  • $9.6 billion acquisition of Compass Bancshares
  • €5.1 billion/$7.1 billion SEC-registered rights offering of ordinary shares
  • $4.1 billion acquisition of the remaining stake it does not already own in Grupo Financiero BBVA Bancomer
  • $2 billion SEC-registered notes offering
  • $1.6 billion SEC-registered notes offering
  • $700 million exchange offer to acquire the remaining stake in Banco Francés, an Argentine bank
  • $500 million sale of its Puerto Rican operations to Oriental Financial Group

BHG S.A.-BRAZIL HOSPITALITY GROUP

  • $330 million Rule 144A/Regulation S offering of common shares of BHG S.A.–Brazil Hospitality Group, the third-largest hotel operator in Brazil in terms of number of rooms

CENCOSUD

  • We advised J.P. Morgan as administrative agent, and J.P. Morgan Securities as arranger of the financing in connection with Cencosud S.A.’s $2.5 billion acquisition of the Colombian operations of Carrefour S.A., the world’s second-largest retailer by sales. Cencosud is one of the largest retail conglomerates in Latin America.
  • We advised J.P. Morgan as administrative agent of a $750 million delayed-draw term loan credit facility provided to Cencosud.

COSAN

  • $12 billion joint venture with Shell International Petroleum Company Limited, a subsidiary of Royal Dutch Shell, in Brazil for the production of ethanol, sugar and power, and supply, distribution and retail of transportation fuels
  • $500 million Rule 144A/Regulation S offering of high-yield notes and concurrent R$500 million offering of high-yield notes by our client Cosan Luxembourg, a wholly owned subsidiary of Cosan S.A. Indústria e Comércio, the world's largest sugar and ethanol producer
  • R$350 million Rule 144A/Regulation S reopening of high-yield notes by our client Cosan Luxembourg, a wholly owned subsidiary of Cosan S.A. Indústria e Comércio

CVS

  • Acquisition of Drogaria Onofre, one of Brazil’s largest retailers of healthcare and personal care products – this is CVS Caremark’s first-ever international acquisition

DIGIEL

  • $1.5 billion offering of high-yield notes
  • $825 million acquisition of Digicel Pacific
  • $215 million acquisition of an approximately 40% minority interest in Digicel Holdings (Central America)
  • Acquisition of América Móvil’s Claro business in Jamaica
  • Acquisition of Voilà, a Haitian wireless company

EBX

  • C$1.2 billion acquisition of Ventana Gold, a Canadian mining company
  • Joint venture between MPX, EBX’s energy arm, and E.ON, a German power generation, natural gas, energy trading, retail and distribution group
  • $1.9 billion acquisition of BAC Credomatic, a Central American banking group
  • $1 billion Rule 144A/Regulation S senior notes offering
  • $600 million debut Rule 144A/Regulation S senior notes offering

ENERSIS

  • $2.4 billion rights offering of new shares of Enersis, an electricity generation, transmission and distribution company headquartered in Chile.

ETILENO XXI

  • We advised a consortium comprising Odebrecht, Technip and Ica Fluor in connection with the $4-5 billion Etileno XXI Project – a petrochemical facility to be located in the state of Veracruz, Mexico. This project represents the largest-ever Brazilian direct investment made in Mexico and a record investment in the country’s petrochemical sector in the last 20 years. The deal was named "Project Finance Deal of the Year" by Latin Lawyer.

FERTINITRO

  • We advised FertiNitro, a Venezuelan petrochemical joint venture among Petroquímica de Venezuela, Koch Oil, Polar and Snamprogetti, in connection with the Venezuelan government’s measures to require the project to make domestic sales at discounted prices of a portion of its production. In 1998, we advised the joint venture in connection with the limited-recourse financing of a $1 billion fertilizer (ammonia and urea) complex in Jose, Venezuela. This transaction was named “Bond, Petrochemical, and Latin American Project Financing of the Year” by Project Finance magazine.

GRUPO AVAL

  • $1.265 billion IPO and NYSE listing of the American Depositary Shares of Grupo Aval Acciones y Valores S.A. (Grupo Aval). Grupo Aval’s IPO was the largest IPO by a Latin American issuer in 2014 and the largest-ever U.S. IPO by a Colombian issuer

GRUPO BIMBO

  • $750 million unsecured revolving credit facility, including the re-pricing and the upsize of the commitment from $750 million to $1.5 billion
  • $1.5 billion amended and restated revolving credit facility

INVERSIONES AIR PRODUCTS

  • $767 million loan to finance the acquisition of a controlling stake in Indura

LÍNEA AMARILLA

  • We advised Línea Amarilla, a wholly owned project finance subsidiary of Invepar, is the Concessionaire of the Vía Parque Rimac toll road in the city of Lima, Peru, in connection with a bank/bond project financing in Peru in an overall amount of $885 million ($527 million from financiers and $358 million from guaranteed shareholders’ equity). This transaction was named “Bond, Petrochemical, and Latin American PPP Deal of the Year” by Project Finance magazine.

MEXiCHEM

  • $1.25 billion Rule 144A/Regulation S offering of common stock
  • $1.15 billion Rule 144A/Regulation S high-yield senior notes offering
  • $1 billion three-year revolving credit facility agented by J.P. Morgan

MILLICOM

  • We are advising Millicom International Cellular, an international telecommunications and media company dedicated to emerging markets in Latin America and Africa, in connection with the $4.4 billion merger of its Colombian telecommunications business, conducted through Colombia Móvil, with UNE EPM Telecomunicaciones, a subsidiary of Empresas Públicas de Medellín–EPM, the largest Colombian public services company and operates in the electricity, natural gas, water, waste management, information technology and telecommunications industries.

MMX

  • Splitup into three companies and the subsequent $5.5 billion sale of one of the resulting companies to an affiliate of U.K.-based Anglo American
  • Sale of a 65% interest in MMX Porto Sudeste, an iron ore handling port terminal located in the City of Itagua

ODEBRECHT

  • $400 million investment in Odebrecht Óleo e Gas by Temasek
  • $110 million road construction project in which Odebrecht sold Government of Panama payment certificates issued upon the completion of construction milestones under an EPC contract relating to the Panama City Historic Heritage Preservation Project (Odebrecht Panama)

OGX

  • $2.6 billion Rule 144A/Regulation S high-yield notes offering – this is the largest-ever high-yield notes offering by a Latin American issuer
  • $1.06 billion Rule 144A/Regulation S high-yield notes offering of OGX Austria, a subsidiary of OGX Petróleo e Gás
  • $1.3 billion sale of a stake to a group of investors

PETRÓLEOS DE VENEZUELA

  • Three $3 billion Rule 144A/Regulation S senior notes offerings
  • $2.4 billion Rule 144A/Regulation S senior notes offering

QUALICORP

  • $681 million Rule144A/Regulation S IPO
  • $410 million Rule 144A/Regulation S secondary offering
  • Acquisition of a controlling stake by The Carlyle Group

SETE BRASIL PART. S.A.

  • We are representing the sponsors, Sete Brasil Part. S.A. and twenty-eight Netherlands SPVs as borrowers on $3 billion of project finance bridge loans for the construction of drill ships to be built in Brazil and chartered to Petrobras and a complex long-term project financing expected to be in the range of $20 billion for all 28 rigs.

SMILES

  • $502 million Rule 144A/Regulation S IPO of common stock of Smiles, a company which manages, administers and operates the Smiles Program, a multi-loyalty program in Brazil.

TELEFONICA

  • $26.1 billion acquisition of its four Latin American subsidiaries –Telecomunições de São Paulo, Tele Sudeste Celular Participações, Telefónica de Argentina and Telefónica del Perú – as part of Telefónica’s restructuring
  • $5.5 billion acquisition by SP Telecomunicações Participações, a Brazilian subsidiary of Telefónica, of shares of Vivo Participações, a Brazilian wireless telecommunications company, that Telefónica did not already own
  • Acquisition of Telefónica of Argentina, a telecommunications company based in Argentina, in a going-private transaction
  • $2.75 billion SEC-registered notes offering

TELEFÓNICA MÓVILES COLOMBIA S.A.

  • We advised HSBC Bank Plc as administrative agent and HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Corpbanca, as joint lead arrangers of a $400 million senior unsecured bridge term loan facility for Telefónica Móviles Colombia S.A.

TELEMAR/OI

  • $1 billion revolving credit facility

VESTA

  • $255 million Rule 144A/Regulation S IPO of Corporación Inmobiliaria Vesta