Sullivan & Cromwell LLP

Firm Details:
Co-Chairs: Robert J. Giuffra Jr. and Scott D. Miller
Senior Chairs: H. Rodgin Cohen and Joseph C. Shenker
Practice Head: Sergio J Galvis
Number of lawyers worldwide: 875
Branch Offices: Beijing, Brussels, Frankfurt, Hong Kong, London, Los Angeles, Melbourne, Palo Alto, Paris, Sydney, Tokyo, Washington, DC

Firm Overview:
Founded in 1879, Sullivan & Cromwell LLP conducts a global practice with approximately 875 lawyers in 13 offices on four continents. The firm’s Latin America practice reflects its integrated team approach and multidisciplinary nature.

Main Areas of Practice:
Mergers & Acquisitions:
S&C has been involved in industry-transforming mergers, acquisitions, dispositions and joint ventures and ranks as the #1 international law firm for announced Latin America M&A by value over the last five and ten years. The firm advises many Chinese state-owned entities on their significant investments into the region including representing State Grid International Development in its acquisition of an approximately 94.8% stake in CPFL Energia; CIC Capital Corporation, as a member of a Brookfield-led consortium, in its $5.2 billion acquisition of a 90% ownership interest in Nova Transportadora do Sudeste; and a consortium led by China Three Gorges in its $1.39 billion acquisition of Empresa de Generación Huallaga.

Other recent transactions in a variety of industries include advising Minsur in its sale of a 40% stake in Cumbres Andinas, which owns Marcobre and the Mina Justa copper project; Canada Pension Plan Investment Board in various infrastructure and energy acquisitions; UnitedHealth Group in its $4.9 billion acquisition of a 90% stake in Amil Participações, the largest-ever Brazilian acquisition by a US company, and in connection with its subsidiary’s definitive agreement for Empresas Banmédica’s outstanding shares, valuing Banmédica’s equity at approximately $2.8 billion; MAAJI in its combination with SEAFOLLY, creating the world’s largest independent swimwear and beach lifestyle business; Grupo Argos in the COP 407 billion sale of its 50% stake in the port operator Compañía de Puertos Asociados to an infrastructure investment fund managed by Goldman Sachs; AT&T in its $2.5 billion acquisition of Iusacell and $1.875 billion acquisition of Nextel Mexico; Anheuser- Busch InBev in its $20.1 billion acquisition of the remaining stake it did not already own in Grupo Modelo; BBVA, ING, Ally Financial, RBS and IDBNY on their Latin American divestments; and Bankia in its approximately $947 million sale of its subsidiary, City National Bank of Florida, to BCI, the first-ever purchase of a US bank by a Chilean bank.

Capital Markets & Corporate Finance:
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 and developing and implementing new collective action clauses for the sovereign market. S&C represented Banco Central de la República Argentina (BCRA) in repurchase transactions involving three series of BONAR sovereign bonds with a group of seven international banks, increasing BCRA’s USD cash reserves by $5 billion. S&C also frequently represents Corporación Andina de Fomento and International Bank for Reconstruction and Development. S&C has represented the Republic of Paraguay on its international capital markets offerings and acts as designated underwriters’ counsel for sovereign financings and liability management transactions by the governments of Brazil, Colombia, Mexico and Panama, making S&C the leading US firm involved in sovereign financings in the region.

The firm represented Morgan Stanley and other initial purchasers in a senior secured notes offering and Crédit Agricole and other lenders in a senior secured credit facility, each in connection with KKR’s first-ofits- kind sale-leaseback transaction in Mexico of certain Pemex assets; AT&T’s subsidiaries in their inaugural Mexican Peso $690 million term loan facility, and subsequent $500 million amendment and restatement; AT&T Inc. and its subsidiary, Vrio Corp. on financing matters in connection with the proposed initial public offering of Vrio, including the issuance by certain Vrio subsidiaries of $1 billion in senior secured notes and the entrance by another Vrio subsidiary into a R$3.4 billion unsecured credit facility; Repsol in its disposition of Argentine Government bonds; Antofagasta, Argos, Ecopetrol, Minera Escondida and others on loans; LATAM, Bancolombia, Popular, Colbún, Ecopetrol and CMPC in offerings, including Chile’s first green bond, and Banistmo in its maiden offering.

Project Finance & Infrastructure:
S&C has been the #1 legal adviser to sponsors/ borrowers in project financings in the region since its work on the groundbreaking Escondida project in Chile in the late 1980s. For over 30 years, the firm has worked on important financings on landmark oil and gas and mining and infrastructure projects in the region for international clients and their affiliates including Antofagasta, Anglo American, BHP, HudBay Minerals, GasAndes, Goldman Sachs Infrastructure Partners, Kinross Gold Corporation, Minsur, Mitsui, Rio Tinto, Sumitomo, Statoil, Teck Resources and Total, among others.

Recent public projects include: the Mina Justa copper project in Peru; the Quebrada Blanca Phase 2, Sierra Gorda, Esperanza (the largest mining project financing ever to sign in Latin America), Antucoya and El Tesoro projects in Chile; the Minas-Rio mining project in Brazil; and the OCP pipeline in Ecuador. In addition, S&C advised Fiduciaria Bancolombia as trustee of three issuer trusts in separate project bond issuances to finance the construction and improvement of toll roads in Colombia as part of the country’s 4G Project.

Dispute Resolution:
S&C’s dispute resolution practice covers a wide spectrum of matters in Latin America, including cases relating to antitrust and EC competition, contract and commercial matters, criminal defence and regulatory investigations, crisis management, internal investigations, international securities and corporate law and international commercial arbitration. S&C regularly provides strategic advice in resolving matters that often arise in Latin America’s dynamic political and economic landscape for clients including Anheuser-Busch InBev, Banco Bradesco, Banco Central de la República Argentina, Bancolombia, The Bank of Nova Scotia, BHP, Grupo México, Maverick Tube Corporation, Repsol, the Republic of Argentina, Standard Chartered Bank, Statoil, Tenaris and Volaris.