Client name: SageRider Inc/Energy Ventures
Transaction/Matter/Case name: Project Texproil
Brief description: The transaction consisted in the acquisition of a control stake in Texproil S.R.L. by SageRider West LLC and Sagerider Holdings Limited (subsidiaries of Sagerider Inc). Texproil is an Argentine company that provides services and products to oil companies in Argentina and abroad.
The Firm leaded the acquisition assisting purchaser in the structuring, drafting and negotiation of the transaction until completion. Several challenges were faced and successfully sorted out to structure the transaction, as being the target an S.R.L. (limited liability company) particular legal and regulatory requirements need to be addressed. Moreover, since the target had operations in several regions, our Firm coordinated not only legal and tax matters in the City of Buenos Aires, but also the assistance provided by local legal counsel in the Province of Río Negro. The parties also implemented financing instruments for the target entered into simultaneously with (and being a condition to) the closing of the transaction. The Firm also assisted new partners in the drafting, negotiation and execution of quota holders agreements aimed at regulating the future operation of the company business.
Completion date: November 11, 2016
Lead partner: Mariela Ines Melhem
Other partners and associates involved: Nicolás Fernández Madero (of counsel); Patricio Colls (associate); Francisco López Santi (associate); Corina Laudato (of counsel for Tax matters); Magdalena Magnasco (associate); Esteban Valansi (partner for labor matters); Ana Clara Gómez Casadei (senior associate); Soledad Vallejos (partner for Public law matters); Paula Díaz (senior associate); Ignacio Bereterbide (partner for IP matters); Maria Agustina Avila (senior associate); Rita Colombo (senior associate)
Laura Huertas (of counsel).
Other law firms involved and their role (including the clients they advised): Baker & Mackenzie (counsels to Fernando García, SageRider’s remaining partner); Estudio Iribarne (counsel to Texproil).
Is this a cross-border matter?: No
Governing Law: Argentine law
Jurisdiction for dispute resolution: ICC City of Buenos Aires
Why was this transaction/matter/case innovative?: Conversely to SAs (sociedades anonimas), the SRLs have a regulatory framework that is highly inadequate to complex M&A transactions. Therefore, legal counsels had to create innovative contractual mechanisms in order to satisfy the parties’ interests.