Proskauer Rose LLP

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Proskauer is a global law firm with more than 700 lawyers worldwide. We provide legal services and business-minded solutions to companies, investors and financial institutions. Our broad range of expertise allows us to assist clients in cutting-edge transactions as well as in day-to-day matters. Lawyers in our Latin America group are fluent in Spanish and Portuguese and are familiar with the cultural and legal landscape of the various countries in the region – essential for providing personal and efficient service to our clients.

Securities: Our team has a long track record as advisers to underwriters and issuers in debt and equity securities offerings, including equity and bond, and public and Rule 144A/Regulation S offerings. We also advise Latin American companies in respect to their SEC reporting obligations and Sarbanes-Oxley compliance matters. Recent transactions include representing Pacific Rubiales, the Toronto Stock Exchange-listed company with oil and gas exploration and production operations in Colombia, Peru and Guatemala, in a $300 million offering of 7.25 per cent senior unsecured notes, as well as the issuance in exchange of up to $517 million additional 7.25 per cent senior unsecured notes to refinance existing senior notes.

Debt restructuring and distressed debt: We regularly advise creditors and borrowers in Latin American debt restructurings, including bankruptcy and reorganisation proceedings, negotiation of extra-judicial settlements, exchange offers and consent solicitations. For example, we recently represented Cooperativa dos Agricultores da Região de Orlândia (CAROL) in a series of restructurings of its secured export prepayment loan facilities with a number of foreign lenders, including Rosemount, HSH and Bayerisch Landesbank.

Mergers & acquisitions: Clients benefit from our top-flight global mergers and acquisitions work for US and Latin American acquirers and targets in the purchase and sale of Latin American and US businesses and assets. Recently, we represented Iochpe-Maxion, a publicly traded Brazilian auto parts and railway equipment manufacturer, in its agreement to acquire US-based Hayes Lemmerz for $725 million. In the deal, lawyers from our New York, São Paulo, Washington, DC and Los Angeles offices led a global team of advisers that included law firms in Brazil, Germany, Czech Republic, Mexico, Spain, Austria, Poland, Turkey and Thailand.

Structured finance: We represent underwriters, issuers, credit enhancers and developers in structured financing and securitisation transactions throughout Latin America, having recently represented WestLB AG, New York Branch, in a $220 million oil platform financing (and subsequent prepayment) by Star Atlantic International Drilling (an affiliate of Brazilian construction firm Queiroz Galvão). We also represented WestLB in the delivery of four oil platforms to Petrobras in connection with the termination of the syndicated financing agreements related to these platforms.

Bank finance: Our group is adept at assisting lenders and borrowers in a wide variety of credit transactions, including syndicated term and revolving loans covering the full range of security interests, guaranties and other enhancements. For example, we represented Banco Itaú BBA, Banco Votorantim and HSBC as arrangers together with a consortium of 13 financial institutions in relation to the refinancing of the drill ship Vitoria (subject of a capital lease, charter and drilling services contractual arrangements between Petrobras and certain of its affiliates, and Schahin Engenharia SA and certain of its affiliates).

Infrastructure finance: Proskauer lawyers regularly handle infrastructure financings of all varieties, representing the lender, the project company, investors, the constructor or the operator. For example, we represented WestLB AG, New York branch, as lender and arranger in a $142 million senior secured facility for the construction of a new container port facility in Colombia for Sociedad Portuaria Terminal de Contenedores de Buenaventura SA.

International arbitration and litigation: Proskauer lawyers have handled a vast array of contentious matters on behalf of both US and foreign clients in disputes involving Latin American parties and assets in several jurisdictions, with particular experience in international arbitration and litigation. For example, we won a precedent-setting ruling on behalf of Aguas Lenders Recovery Group, the holders of debt originally extended to Aguas Argentinas, a consortium that held a water and sewer concession with the Argentine government. In the opinion, the US Court of Appeals for the Second Circuit held that a successor in interest to a contract may be bound by a forum selection clause entered into by its predecessor.

New York

Carlos E Martinez

cmartinez@proskauer.com

Vincenzo Paparo

vpaparo@proskauer.com

Daniel Ganitsky

dganitsky@proskauer.com

São Paulo

Antonio N Piccirillo

apiccirillo@proskauer.com

David Fenwick

dfenwick@proskauer.com

Fabio Yamada

fyamada@proskauer.com

Paris

Delia B Spitzer

dspitzer@proskauer.com

www.proskauer.com