Sullivan & Cromwell LLP

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Nature of practice

Central to the firm’s practice for more than a century, Sullivan & Cromwell’s work in Latin America reflects the broad and multidisciplinary nature of our global practice and our deep experience in advising clients on complex matters. Our integrated approach creates teams that include lawyers from across our M&A, project finance, capital markets, sovereign finance, restructuring and dispute resolution practice areas, many of which consistently rank first by deal value among international law firms in the region. S&C was selected as one of Latin America’s leading business law firms in the 2012 edition of the Latin Lawyer 250.

M&A: S&C’s prominence in Latin American M&A is an integral part of our leading global practice. Between 2001 and 2010, we have consistently ranked first by deal value among international law firms in announced transactions involving Latin American issuers or acquirers (Thomson). In 2009, the firm received the award for Latin America-wide Corporate/M&A at the inaugural Chambers Latin America Awards. Highlights of the firm’s M&A work in 2010 and 2011 include representation of ING Groep NV in the $3.8 billion sale of its Latin American pensions, life insurance and investment management operations to Grupo de Inversiones Suramericana; Nippon Steel Corporation, the largest shareholder of Usinas Siderúrgicas de Minas Gerais SA (Usiminas), in the $2.2 billion acquisition by an investor group comprising Ternium, Siderar and Confab Industrial SA of a stake in Usiminas; Lan Airlines SA in its pending combination with TAM SA; AIG in the sale of its insurance interests in Peru; AT&T as stakeholder in América Móvil in both its $25.7 billion acquisition of Carso Global Telecom and in its $6.4 billion acquisition of Telmex Internacional, SAB de CV; and The Royal Bank of Scotland in the individual sales of its non-core operations in the region. Other representations included Nippon Steel in its joint venture with Ternium SA in Mexico; Sumitomo Metal Mining Co Ltd and Sumitomo Corporation in its joint venture with Quadra FNX for investment in the Sierra Gorda project in Chile; and Mitsui in its three-way joint venture with Vale and The Mosaic Company in Peru.

Project finance: S&C ranks #1 in the representation of sponsors/borrowers in project financings in the region, including natural resources and infrastructure projects. In 2010 and 2011, representations included Anglo American plc in its Minas-Rio mining project in Brazil, Sumitomo Corporation and Sumitomo Metal Mining Co Ltd in the Sierra Gorda copper and molybdenum project in Chile and ongoing work for Minera Esperanza in Antofagasta plc’s $1.5 billion financing of the $2.3 billion copper-gold project in Chile. The Esperanza project was recognized as the 2009 Latin American Mining & Metals Deal of the Year by Project Finance and Infrastructure Finance magazine, and by The Wall Street Journal for its innovative financing structure in a turbulent financial climate. Other recent projects clients in Latin America include Total, Statoil, Kinross Gold Corporation, Gasoducto GasAndes, Inmet Mining Corporation, First Bauxite, Minera Panama SA and Minera Escondida Limitada.

Capital markets: S&C has been a pioneer in developing legal techniques to increase the feasibility and efficiency of US market transactions for sovereign borrowers in the region, including liability management transactions. In 2010 and 2011 we represented issuers in the region in their SEC-registered and unregistered debt and equity offerings, including Bancolombia, Anheuser-Busch InBev and CMPC. The firm recently advised the Techint companies in the complex secondary public offering by Usiminas of shares of Ternium SA. S&C has extensive experience advising underwriters in the region, including those in the private exchange offers by CEMEX SAB de CV. Today the firm acts as designated underwriters’ counsel for sovereign financings and liability management transactions by Brazil, Colombia, Mexico and Panama and represents the multinational issuer Corporación Andina de Fomento (CAF), making us the leading US firm involved in sovereign financings in the region.

Dispute resolution: The firm’s Latin America dispute resolution experience in the region covers a wide spectrum of matters, including cases relating to antitrust and EC competition, contract and commercial disputes, criminal defence and regulatory investigations, environmental litigation, internal investigations, international securities law and corporate law, and international commercial arbitration. S&C is also regularly retained by clients to provide strategic advice and assist in resolving matters that often arise in Latin America’s dynamic and shifting political and economic landscape. Clients for whom S&C has recently handled arbitration or dispute resolution matters in or related to Latin America include Anheuser-Busch InBev, Banco Central de la República Argentina, Bancolombia, The Bank of Nova Scotia, Diageo, Maverick Tube Corporation, Sociedad Química y Minera de Chile S.A., Standard Chartered Bank, Statoil, Telefónica and Tenaris.

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