Sullivan & Cromwell has been involved in mergers, acquisitions, dispositions and joint ventures ranging from industry-transforming megadeals to intricate matters that are smaller in scope but challenging by nature.
 
Whether representing clients based in the region on important acquisitions and sales of assets or assisting clients from around the globe with in-bound, strategic investments, S&C provides sophisticated advice that draws on diverse, global experience.
 
M&A
The Firm’s lawyers take a thoughtful and proactive approach to structuring deals and driving negotiations. S&C lawyers are well-versed in the variety of regulatory and legal compliance issues that may arise in cross-border transactions. The Firm also works closely with local counsel to address the local regulatory issues in relevant jurisdictions.
 
This approach and the Firm's long-standing commitment to the region, has placed S&C at the top of the Latin America M&A legal league tables for more than 10 years.
 
Joint Ventures
The value of the Firm’s advice is often demonstrated throughout the life of a joint venture, drawing on a strong understanding of critical foreign investment concerns; the parties’ long- and short-term objectives; and their regulatory, tax and strategic considerations.
 
Regional and Client Diversity
The Firm’s Latin America M&A and joint venture experience spans myriad industries, including:
 
  • financial services,
  • mining and metals,
  • oil and gas,
  • healthcare,
  • insurance,
  • cement and construction,
  • airline,
  • infrastructure,
  • consumer products,
  • manufacturing, and
  • telecommunications.

SELECTED REPRESENTATIONS

Recent Latin America M&A experience includes representations of:
 
  • State Grid Corporation of China, in its pending acquisition of a controlling interest in CPFL Energia.
     
  • AT&T, in its $2.5 billion acquisition of Mexican wireless company Iusacell from Grupo Salinas.
     
  • A subsidiary of AT&T, in the sale of its stake in América Móvil to Inmobiliaria Carso and Control Empresarial de Capitales.
     
  • AT&T, in its $1.875 billion acquisition of NII Holdings’ wireless business in Mexico.
     
  • Canada Pension Plan Investment Board (CPPIB), in a series of transactions pursuant to which it acquired substantial minority stake in Transportadora de Gas del Perú.
     
  • PointState Capital LP, through its Argentina-focused fund, PointArgentum Master Fund LP, in its acquisition of a minority interest in Plaza Logística Argentina LLC.
     
  • Anglo American, in its sale of its 70 percent interest in the Amapá iron ore operation in Brazil to Zamin Ferrous Limited.
     
  • Bancolombia, in its $2.2 billion acquisition of HSBC Bank (Panama) and its subsidiaries.

    This was the largest-ever acquisition by a Colombian company outside of the country.
     
  • Anheuser-Busch InBev, in its $20.1 billion acquisition of the remaining stake it did not already own in Grupo Modelo.

    This was the largest M&A deal in Latin America in 2013 and one of the largest-ever in the region.
     
  • Bankia, in its approximately $947 million sale of its subsidiary, City National Bank of Florida, to Banco de Crédito e Inversiones.

    This transaction marks the first time that a Chilean bank has purchased a U.S. bank and was recognized as “South America Deal of the Year” by M&A Atlas and “Outbound Investment Deal of the Year” by Latin Lawyer.
     
  • AIG, in the sale of 100 percent of its subsidiaries operating in El Salvador, Guatemala, Honduras and Panama to Grupo ASSA for an undisclosed sum.
     
  • UnitedHealth Group, in its $4.9 billion acquisition of 90 percent of Amil Participações.

    This transaction represented the largest Brazilian acquisition by a U.S. company. The American Lawyer named it "Global M&A Deal of the Year: Brazil."
     
  • LAN Airlines, in its approximately $3.4 billion combination with TAM, creating LATAM Airlines Group.

    The transaction created the largest airline in Latin America and the second-largest in the world by market capitalization. It was awarded IFLR Americas and Latin Lawyer "M&A Deal of the Year" and The American Lawyer "Global Deal of the Year: Latin America." It was commended by the Financial Times in its "Innovative Lawyers" report.
     
  • LATAM Airlines Group, in its subscription agreement providing for Qatar Airways to acquire up to 10 percent of LATAM's total shares, which will be acquired in connection with a capital increase.
     
  • Cementos Argos, in connection with its subsidiary Argos USA LLC’s definitive agreement with HeidelbergCement AG, through its subsidiaries Essroc Corp. and Lehigh Hanson, Inc., to acquire its Martinsburg, West Virginia cement plant and eight related terminals for $660 million.
     
  • Cementos Argos, in its acquisition of Lafarge’s 53 percent stake in Lafarge Cementos, a Honduran cement company, for €232 million (reflecting a total enterprise value of €435 million).
     
  • BBVA, in the individual sales of its pension funds in Chile, Colombia, Mexico, Peru and Panama, for a combined value of approximately $4 billion. The sales included the $2 billion sale of its approximately 64.3 percent interest in Chilean pension fund administrator Administradora de Fondos de Pensiones Provida to MetLife; the $490 million sale of its operations in Panama to Grupo Aval; the $530 million sale of its Colombian pension fund administrator, BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y Cesantías, to Sociedad Administradora de Fondos de Pensiones y Cesantías, Porvenir; and the $1.74 billion sale of its Mexican pension fund administrator, Afore Bancomer, to Afore XXI Banorte.
     
  • Ally Financial, in the $4.2 billion sale of its international operations, including in Brazil, Mexico, Colombia and Chile, and in the $865 million sale of its Mexican property and casualty insurance business conducted by ABA Seguros and certain related entities to ACE.
     
  • Anglo American, in its complex and pathbreaking $5.5 billion acquisition of IronX (renamed Anglo Ferrous Brazil) from MMX Mineração e Metálicos, through a spin-off of IronX from MMX, including an initial acquisition from controlling shareholders of IronX and a subsequent public tender offer to its remaining shareholders, and in the sale of its 70 percent interest in the Amapá iron ore operation in Brazil to Zamin Ferrous.
     
  • Mitsui & Co., in its acquisition of a 30 percent interest in Gestamp Automoción’s North and South America operations.
     
  • ING Groep, in the $3.8 billion sale of its Latin American pensions, life insurance and investment management operations to Grupo de Inversiones Suramericana.

    The transaction was the largest foreign acquisition by a Colombian company. It was awarded Latin Lawyer’s "M&A Deal of the Year."
     
  • CPPIB, in its acquisition of a significant minority stake in five major Chilean toll roads from Atlantia.
     
  • CST Mining Group, in its $505 million acquisition by Minsur of a 70 percent stake of Marcobre.
     
  • 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.

    The Carso Global Telecom acquisition is one of the largest-announced M&A transactions in Latin America.
     
  • Rio Tinto, in the $1.2 billion sale of its 23 Alcan Packaging Food Americas flexible packaging facilities in Argentina, Brazil, Mexico, the United States, Canada and New Zealand to Bemis.
     
  • The Royal Bank of Scotland, in the sale of substantially all of the assets and liabilities of its Argentine operations to Banco Comafi and in the sale of its Chilean and Colombian banking operations to Scotiabank.
     
  • InBev, in its $60.8 billion acquisition of Anheuser-Busch.

    This transaction resulted in the creation of the world’s largest brewer and one of the world’s top-five consumer products companies by uniting the maker of Budweiser and Michelob with the producer of Stella Artois, Bass and Brahma. It is the largest-ever U.S. acquisition by a non-U.S. company.
     
  • Interbrew, in connection with its $11.4 billion business combination with Ambev in 2004, creating InBev. 

    This deal was awarded Euromoney’s "Latin America: Best M&A Deal."
Recent Latin America joint ventures experience includes representations of:
 
  • GBM Infraestructura and Goldman Sachs Infrastructure Partners in the acquisition of all of the equity interest of Oak Creek, a Marubeni subsidiary, in the Tres Mesas wind project under development in Mexico. Named “Latin America Wind Deal of the Year” by IJ Global.
  • Antofagasta, in its various joint ventures with Marubeni, including the $350 million acquisition by Marubeni of a 30 percent interest in Minera Antucoya and the $1.4 billion sale to Marubeni of a 30 percent interest in each of Minera Esperanza, a greenfield copper-gold mining project, and Minera El Tesoro, which owns and operates an existing open-pit copper mine.
     
  • Sumitomo Metal Mining and Sumitomo, in their acquisition of a 45 percent stake in the Sierra Gorda copper-molybdenum project in Chile.
     
  • Nippon Steel, in its $350 million joint venture with Ternium for the manufacturing and sale of hot-dip galvanized and galvannealed steel sheets to serve the Mexican automobile market.
     
  • AIG, in the restructuring of its joint venture operations in Brazil with Unibanco.
     
  • AIG, in the $170 million sale of its interests in El Pacífico Vida Compañía de Seguros y Reaseguros and El Pacífico-Peruano Suiza Compañía de Seguros y Reaseguros to its joint venture partners, Credicorp and Grupo Crédito.

    This was the largest insurance M&A transaction in the history of Peru.
     
  • Mitsui & Co., in its acquisition from Vale of a noncontrolling stake in a phosphorus ore project being developed by Vale in the Bayóvar area of Peru’s Piura province and the entry into a joint venture with Vale and The Mosaic Company. The transaction valued the Bayóvar project at $1.1 billion, with a wholly owned subsidiary of Mitsui purchasing 25 percent of the project for $275 million.

    As reported by the involved parties, the transaction represents the first time that a Japanese company has acquired an economic interest in phosphorus deposits.
     
  • China Minmetals, in the 50/50 joint venture with Codelco, establishing Copper Partners Investment Company.
     
  • Fiat, in its strategic alliance with Chrysler, whereby Fiat will provide distribution access to Latin America for Chrysler products and Chrysler will potentially produce vehicles based on Fiat’s platforms at assembly plants and an engine factory in Mexico.