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M&A report Spanish-speaking LatAm: January-February 2019

M&A report Spanish-speaking LatAm: January-February 2019 Credit: iStock.com/metamorworks

Peru was the busiest country for M&A transactions in Spanish-speaking Latin America during January and February, with more deals taking place there than in Mexico and Argentina combined, according to Latin Lawyer’s research.

We collected data on deals that were announced, signed or closed in January and February in Spanish-speaking Latin America. In total, 28 international law firms and 72 local outfits helped steer 68 M&A deals, according to our research.

Simpson Thacher & Bartlett LLP worked on more acquisitions than any other international law firm during the two-month period, landing a place on five. That is in addition to a further two deals in Brazil, which Latin Lawyer reported on earlier this week. Four law firms – Gibson, Dunn & Crutcher LLP; Jenner & Block LLP; Latham & Watkins LLP and Skadden, Arps, Slate, Meagher & Flom LLP – worked on two transactions each.

Peru was the busiest jurisdiction in Latin America outside Brazil in the first two months of 2019. Latin Lawyer registered 18 deals that took place in Peru. Chile came second with nine deals, followed by  Colombia with eight transactions. Latin America’s second and third largest economies, Mexico and Argentina, were comparatively quieter. Only six deals submitted to Latin Lawyer took place in Mexico, while seven transactions were from Argentina. The low activity in Mexico may be explained by market uncertainty after President Andrés Manuel López Obrador took office in December, which might have contributed to a wait and see approach from prospective buyers. In Argentina, Mauricio Macri’s government is struggling to stabilise the economy, while presidential elections are looming later this year.

Among the Latin American law firms, Philippi Prietocarrizosa Ferrero DU & Uría (Colombia) worked on the most transactions during January and February, scoring a place on eight deals. Taking into account the two transactions that PPU’s Lima office worked on, the regional firm was the busiest local firm throughout the whole of Latin America in the two-month period. It was just ahead of Brazil’s Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados, which advised on nine deals.

Argentina may have seen a lower overall deal volume compared to other countries, but Argentine law firm Marval, O'Farrell & Mairal was the second busiest firm in Spanish speaking Latin America over the two-month period. It landed a place on seven deals.

Several high-value transactions took place in early 2019. Across two transactions, Spain’s Telefónica divested assets in multi-jurisdictional deals that took place throughout Central America for a combined value of US$2.3 billion. International law firm Latham & Watkins LLP and Central American firm Arias represented the Spanish telecoms company on both deals. In the first, Millicom bought Telefónica’s assets in Costa Rica, Nicaragua and Panama for US$1.65 billion, relying on Davis Polk & Wardwell LLP in New York and Washington, DC; BLP (Costa Rica) and García & Bodán (Nicaragua). In the second, América Móvil bought Telefónica’s assets in El Salvador and Guatemala; the buyer enlisted Cleary Gottlieb Steen & Hamilton LLP in New York and Washington, DC; Benjamin Valdez & Asociados in San Salvador and Comte & Font-Legalsa in Guatemala City.  

Another big-ticket acquisition took place in the Dominican Republic. Canadian law firm Torys LLP and local outfit Pellerano & Herrera helped Canadian company Parkland Fuel acquire the Caribbean’s largest independent fuel company, SOL, for US$1.2 billion. Latin Lawyer could not confirm other counsel in this deal.

A couple of important deals were sealed in Chile. Local firm Carey helped Canadian private equity group Brookfield sell its stake in two urban toll road projects to investment fund Infraestructura Alpha, worth some US$770 million. The buyer relied on local firm Arteaga Gorziglia. In January, Cuatrecasas in Madrid and Claro & Cía in Santiago helped Emirati port operator DP World sign a deal to buy Chilean counterpart Puertos y Logistica for some US$750 million. The sellers turned to Barros & Errázuriz Abogados in Santiago.

Across industries, companies in the food and beverage sector made the most acquisitions in January and February, totalling 10 deals. Argentina’s Pérez Alati, Grondona, Benites & Arntsen was the busiest firm in that sector, working on three deals, followed by local counterpart Marval O'Farrell and Uruguay’s Guyer & Regules, who worked on two transactions each. IT, telecoms and transportation also saw deal flow. Five transaction took place in those sectors.

Latin Lawyer’s latest report on M&A transactions in Brazil in the first two months of 2019 showed Mattos Filho and BMA - Barbosa, Müssnich, Aragão worked on the most transactions in that period, totalling nine and eight deals each. Among the international firms, Jones Day worked on the most deals. It was involved in three, while Simpson Thacher advised on two.   

Our report is based on deals of any value submitted to Latin Lawyer that were announced, signed or closed in January or February 2019. We have considered deals that include more than one local jurisdiction as multi-jurisdictional, while deals including one local jurisdiction and an international law firm are linked to that local jurisdiction. Firms linked to reported deals were invited to submit other transactions that occurred during these months. We have included all counsel to the best of our knowledge. If you think your firm’s deal has been missed, you can submit it here for consideration.

Argentina

Seven Argentine law firms worked on seven local and four multi-jurisdictional transactions. Marval O'Farrell worked on seven deals, more than any other Argentine law firm, followed by Pérez Alati on four. Beccar Varela landed a place on two deals, including the single largest transaction in Argentina during the two-month period. It helped the target company, local payment company Prisma Medios de Pago, and the sellers in US private equity investor Advent’s purchase of Prisma for US$724 million. Covington & Burling LLP in New York and Washington, DC also helped Prisma, while Baker McKenzie LLP in New York, Chicago and Buenos Aires advised the buyer. One of the sellers, Visa International, turned to Skadden, Arps, Slate, Meagher & Flom LLP in New York and Palo Alto. 

Chile

In total, 12 firms were involved in nine local transactions and one multi-jurisdictional acquisition. Several Chilean law firms worked on two deals during the two-month period - Barros & Errázuriz; Claro & Cía; Garrigues (Chile) and Morales & Besa. Besides the two largest transactions involving Brookfield and Emirati port operator DP World, there were other big deals taking place in Chile at the start of the year. Skadden helped Coca-Cola’s local subsidiary sell a stake in Embotelladora Andina for US$267 million. Latin Lawyer could not confirm other counsel for that transaction. In the retail sector, local asset manager Ameris Capital hired Garrigues (Chile) to buy a minority stake in a subsidiary of shopping centres company Parque Arauco for US$115 million. Barros & Errázuriz helped the seller.

Colombia

Latin Lawyer was notified of eight M&A transactions from Colombia in January and February. Five Colombian law firms advised on those, as well as participating in two multi-jurisdictional deals. PPU landed a place on more deals than any other firm, working on eight transactions, but other firms were busy too. Gómez-Pinzón advised on three acquisitions, while Posse Herrera Ruiz and Brigard Urrutia worked on two deals each. PPU and Brigard Urrutia landed a place on the single largest transaction in Colombia. Private equity firm Platinum Equity hired PPU alongside Gibson Dunn in Los Angeles to buy Swiss life sciences group Lonza’s entire water sanitation business in Colombia for US$630 million. The seller turned to Brigard Urrutia and Jenner & Block in New York.

Mexico

Nine Mexican law firms worked on six local transactions and three multi-jurisdictional deals. Mijares, Angoitia, Cortés y Fuentes SC; Nader, Hayaux & Goebel and SOLCARGO (Solórzano, Carvajal, González y Pérez-Correa SC) worked on more deals than other Mexican firms. They landed a place on two. In the single largest transaction, Mijares helped Chilean wood products company Celulosa Arauco buy two production facilities from counterpart Masisa for US$160 million. In another important deal, Jáuregui y Del Valle, SC helped Nexxus Capital and Alta Growth Capital close their US$57 million investment in Mexican retail group Turistore. Deloitte Legal (Mexico) advised Turistore.

Peru

Peru had the most M&A transactions outside Brazil over the two-month period, according to Latin Lawyer’s data. Seventeen Peruvian firms worked on 18 local transactions, four multi-jurisdictional and one outbound investment made by a Peruvian company in the US. A group of law firms worked on multiple transactions. Muñiz, Olaya, Meléndez, Castro, Ono & Herrera takes the lead, working on six deals, while Rebaza, Alcázar & De Las Casas scored a place on five transactions and Miranda & Amado Abogados worked on four. Hernández & Cía Abogados advised on three deals, while another five firms worked on two acquisitions each. There were a bunch of big-ticket transactions in Peru. Peruvian mining company VOLCAN hired Simpson Thacher in New York and local firm García Sayán Abogados to enter into a joint venture with Chinese state-owned shipping company COSCO, worth US$225 million. COSCO turned to Uría Menéndez in Valencia and Philippi Prietocarrizosa Ferrero DU & Uría (Peru). In another deal that drew multiple counsel Telefónica Perú, Facebook, the Development Bank of Latin America (CAF) and IDB Invest launched mobile infrastructure operator Internet para Todos (IpT) and jointly invested US$150 million to expand mobile broadband services in Peru. International law firms Hogan Lovells LLP and Clifford Chance LLP advised on that deal alongside local outfits Estudio Echecopar member firm of Baker McKenzie International; Rebaza Alcázar; Garrigues (Peru) and DLA Piper Perú. Meanwhile, Muñiz Olaya helped Peruvian economic group ADA Investments acquire an agribusiness in California through a US-incorporated special purpose vehicle.  

Other countries

Ten deals took place outside Latin America’s six largest economies. Twenty-three local law firms advised on those deals, as well as on four multi-jurisdictional transactions. Nearly half of the deals took place in Uruguay, four in total. Guyer & Regules worked on more deals than any other local firm, landing a place on three acquisitions. Ferrere (Uruguay) and counterpart Posadas, Posadas & Vecino worked on two each. The two latter firms helped Chilean retail group Komax enter Uruguay, buying a stake in local clothing brand SiSi. Ferrere advised Komax, while Posadas, Posadas & Vecino helped SiSi. In Bolivia, three local firms worked on two deals. Choate Hall & Stewart LLP in Boston and Ferrere (Bolivia) helped Phoenix Tower International close the purchase of 600 wireless communication towers in Bolivia for US$100 million. The seller, Nuevatel, turned to Lape Mansfield Nakasian & Gibson LLC in Boston and Bolivia’s Estudio Jurídico Gerke. In the second deal, Guevara & Gutiérrez - Servicios Legales guided three local subsidiaries of Peruvian consumer goods company Alicorp’s merger into one joint company. Besides Parkland Fuel’s US$1.2 billion acquisition of the Caribbean’s largest independent fuel company, SOL, in the Dominican Republic, which drew counsel from Canadian firm Torys and Dominican firm Pellerano & Herrera, three deals took place in Costa Rica, Panama and Paraguay. In Costa Rica, East West Manufacturing turned to Squire Patton Boggs in the US and BLP (Costa Rica) to acquire assets from electric manufacturer General Microcircuits in Costa Rica and the US. The seller hired US firm Robinson Bradshaw and local outfit LLM Abogados. In Panama, local firm Icaza, Gonzalez Ruiz & Aleman helped Ecuadorian conglomerate Corporación Favorita acquire a majority stake in Panamanian supermarket chain Grupo Rey through a public tender offer. Rey hired Simpson Thacher in New York and Arias, Fábrega & Fábrega in Panama City. In Paraguay, Vouga Abogados was the only local firm involved in Copetrol’s purchase of all of Axion Energy’s petrol stations in Paraguay. The seller, Argentine Pan American Energy, worked with international firm Akin Gump Strauss Hauer & Feld LLP.  

Multi-jurisdictional

Nine multi-jurisdictional transactions drew counsel from eight international law firms and 32 local Latin American outfits. Three local firms worked on more than one transaction. Marval O'Farrell scored a place on three deals. Five Arias offices (Costa Rica; El Salvador; Guatemala; Nicaragua and Panama) advised on the two Telefónica divestments and regional firm PPU’s offices in Colombia and Peru worked on two separate deals. Latham & Watkins was the only international firm to advise on more than one transaction, thanks to its work on the Telefónica deals. A few Brazilian law firms were also involved in multi-jurisdictional deals. Clasen, Caribé & Casado Filho; Demarest Advogados; Machado Meyer Advogados and Miguel Neto Advogados worked on one transaction each.

   

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