OUR PROFILE
Holland & Knight is a global law firm with more than 1,250 lawyers and other professionals in 27 offices throughout the world. Among the nation’s largest law firms, our lawyers provide representation in litigation, business, real estate and governmental law. Interdisciplinary practice groups and industry-based teams provide clients with access to attorneys throughout the firm, regardless of location.
FINANCIAL
SERVICES
We help clients navigate through new and emerging marketplace trends and regulations. Our clients’ interests span the scope of the United States and international financial marketplace, from businesses seeking financing to banks, lenders and financial institutions needing experienced counsel to help navigate and manage regulatory and operational changes.
Our Financial Services Team is comprised of innovative strategists, experienced litigators and transactional attorneys with long-term dealings in the banking arena and knowledge of rapidly changing market standards for various types of transactions. Accordingly, our team is particularly well-suited to advise and assist clients in the following:
SERVICES FOR BUSINESSES SEEKING FINANCING
» aviation finance
» commercial lending
» equipment financing and leasing
» maritime transactions, bankruptcies and workouts
» mergers and acquisitions
» public finance, including swaps and derivatives
» public-private partnerships
» real estate finance
» securitization
SERVICES FOR FINANCIAL INSTITUTIONS
» anti-money laundering
» art loans
» bank regulations
» bank failures
» creditors’ rights
» cyber liability insurance
» Foreign Corrupt Practices Act
» financial investigations
» international financial regulations
» investment management
ANTI-MONEY LAUNDERING
» structured finance
» tax credit transactions
» warehousing
» workouts, restructurings and insolvency
» foreign banks expanding into the U.S.
» sanctions compliance
» specialty finanace
» trust fund management
» data privacy and security
Holland & Knight’s Anti-Money Laundering (AML) Team regularly assists clients in achieving and maintaining compliance with anti-money laundering laws. Our priority is to ensure that each AML program complies with the regulations administered by the United States Department of Treasury’s Office of Foreign Assets Control. We advise clients on the application of the criminal money laundering statutes to specific transactions, including the interaction between money laundering and corruption (a predicate offense of money laundering). In addition, our team counsels companies on the appropriate due diligence necessary to ensure compliance. We work closely with the firm’s White Collar Defense and Compliance Services teams to defend companies in litigation matters involving money laundering issues. Examples of matters handled by our AML Team include:
» legal opinions on the application of the anti-money laundering statutes to specific transactions
» preparation of customer/investor profile forms
» establishment of numerous AML compliance programs
» advice on offshore AML requirements
» counsel and assistance in conducting AML due diligence
BANKING LAW – BSA / AML / OFAC
The financial services industry continues to rapidly evolve. Compliance requirements are growing in significant ways as regulatory changes and risk management issues become more complex and require greater resources and management attention. The CFPB, AML, BSA and OFAC are now as much a part of the financial services lexicon as notions of lending, product development and liability management. The Bank Secrecy Act / Anti-Money Laundering / Office of Foreign Asset Control Practice Team is a multidisciplinary group composed of attorneys experienced in the laws and regulations affecting BSA / AML / OFAC compliance. Because of the depth of experience in these critical areas, we are well-suited to provide representation in matters relating to today’s challenging compliance environment, from federal and state anti-money laundering and know-your-customer statutes and regulations to the development and implementation of effective antimoney laundering programs.
Our clients cover virtually all areas of the financial services landscape. This includes state-chartered banks, national banks, domestic and foreign bank holding companies, Edge Act corporations, de novo banks, international bank agencies, branches, representative offices of foreign banks in the U.S., broker / dealers, money service businesses, foreign banking institutions with no presence in the U.S., offshore banks and trust companies. Typical engagements include:
» general consultation / advice on Bank Secrecy Act (BSA), antimoney laundering (AML) and Office of Foreign Asset Control (OFAC) laws and regulations
» development of BSA / AML / OFAC Compliance Programs, policies, procedures and systems
» assistance with BSA / AML / OFAC examinations and responses to regulators
» representation before various regulatory agencies, OFAC and/or Financial Crimes Enforcement Network (FinCEN)
» supervising / coordinating internal due diligence, including look-back and forensic reviews
» informal / formal regulatory enforcement actions, i.e., memorandums of understanding (MOU) and cease and desist orders
» negotiating, drafting and preparing anti-money laundering, anti-corruption and OFAC-related representations, warranties
CONNECT WITH OUR TEAM
Andres Fernandez Partner | Miami
+1 305.789.7433 andres.fernandez@hklaw.com
Gregory A. Baldwin
Partner | Miami
+1 305.789.7745
gregory.baldwin@hklaw.com
John M. Hogan Partner | Miami
+1 305.789.7693 john.hogan@hklaw.com
Marcelo Ovejero Attorney | Miami
+1 305.789.7505
marcelo.ovejero@hklaw.com
and covenants in loan documentation (including loan syndication documentation)
» supervising / coordinating third-party service providers and outside consultants to complete BSA / AML risk assessments and audits
» general, functional and targeted training to financial institution employees, compliance staff, management and directors
» advice / counsel to directors and officers regarding their responsibility and liability in BSA / AML / OFAC matters
» advice / counsel regarding potential civil money penalties, fines and forfeitures
» defense of civil and criminal forfeiture actions and money laundering criminal prosecutions before administrative or judicial bodies
» advice / counsel regarding virtual currencies and related licenses and compliance issues
Wifredo A. Ferrer Partner | Miami +1 305.789.7780 wifredo.ferrer@hklaw.com
Timothy D. Belevetz Partner | Washington, D.C. +1 202.469.5080 timothy.belevetz@hklaw.com
Rebecca Leon Partner | Miami +1 305.789.7703 rebecca.leon@hklaw.com
Gabriel Caballero Jr. Partner | Miami
+1 305.789.7442 gabriel.caballero@hklaw.com
Jonathan M. Epstein Partner | Washington, D.C. +1 202.828.1870 jonathan.epstein@hklaw.com
Ronald A. Oleynik Partner | Washington, D.C. +1 202.457.7183 ron.oleynik@hklaw.com
LATIN AMERICA PRACTICE STRENGTHS
EQUITY AND DEBT CAPITAL MARKETS
Members of Holland & Knight’s Latin America Practice have extensive experience representing both issuers and underwriters in cross-border offerings of debt and equity securities, including the following transactions:
» Advised Financiera de Desarrollo Nacional (FDN), as liquidity support provider, for the fourth generation (4G) toll road project financing for Autopista Pacífico 3 (closed February 2016), which included two tranches of projects bonds issued under Rule 144A / Regulation S; this was the first 4G financing to close, the first credit enhancement transaction for FDN and the first 4G project to reach financial closing; the financing package included seven secured debt tranches; this transaction was distinguished as the Latin America infrastructure “Deal of the Year” by Latin Lawyer and LatinFinance
» Represented Banco Latinoamericano de Comercio Exterior S.A. (Bladex), as issuer, in connection with its Rule 144A issue of $350 million in bonds due 2020, underwritten by Citibank and Bank of America Merrill Lynch
» Represented the Province of Jujuy, Argentina, as issuer, in connection with a Regulation S issue of $210 million amortizing bonds due 2022, on which Santander and BNP Securities acted as placement agents; the bonds were the first fully compliant ICMA Green Bonds issued by an Argentine sub-sovereign, with the proceeds being used to finance the equity portion of a solar energy project in the province
» Represented the Province of Mendoza, Argentina, as issuer, in connection with its Rule 144A issue of $500 million amortizing bonds due 2024, underwritten by Citibank and Credit Suisse
» Represented the Province of Chubut, Argentina, as issuer, in connection with its Rule 144A issue of $650 million secured amortizing bonds due 2026, underwritten by Deutsche Bank and BNP Paribas, and secured by certain oil and gas royalties of the province
» Represented the Province of Entre Ríos, Argentina, as issuer, in connection with its Rule 144A / Regulation S issue of $350 million amortizing bonds due 2024, underwritten by Citibank, HSBC and Santander
» Represented the Province of Salta, Argentina, as issuer, in connection with its Rule 144A issue of $300 million amortizing bonds due 2024 and a follow on Rule 144A issue of $50 million amortizing bonds due 2024, each underwritten by Citibank and Deutsche Bank
» Represented the Province of Tierra del Fuego, Argentina, as issuer, in connection with its Rule 144A / Regulation S issue of $200 million secured amortizing bonds due 2027, secured by certain oil and gas royalties of the province; UBS acted as initial purchaser and Puente Hnos. acted as local placement agent in Argentina
» Represented the Province of Salta, Argentina, as issuer, in connection with a follow on Rule 144A / Regulation S issue of $50 million amortizing bonds due 2024, underwritten by Citibank and Deutsche Bank
STRUCTURED FINANCE AND SECURITIZATION
Drawing from decades of technical know-how and industry experience, we advise on a range of debt, equity and hybrid financing techniques. We represent banks, financiers, lessors, lessees, manufacturers, borrowers, airlines, maritime operations, government organizations and some of the largest Latin American airlines. Examples of our recentstructured finance and securitization experience include the following:
» Represented Banco Multiva on a MX$5 billion (about $250 million) loan to the state of Veracruz as part of a MX$46 billion (about $2.3 billion) financial reorganization; the loan was granted using a new structure involving a public master trust and a mandate to the Ministry of Finance and Public Credit; Banco Multiva also loaned MX$838.5 million (about $40 million) to the state of Morelos; both loans were granted pursuant to the new law on financial discipline for federal entities and municipalities (Ley de Disciplina Financiera de las Entidades Federativas y los Municipios); Banco Multiva was selected as lender to the states through competitive bidding processes
» Represented Banco do Estado de São Paulo SA (Banespa) and Banco Santander Brasil S.A. in connection with the establishment of, and drawdowns under, their joint Diversified Payment Rights program, which is secured by future U.S. dollar and euro payment flows of both banks; this program was named “International Securitization Deal of the Year” by LatinFinance because of its incorporation of dual currency payment flows
» Represented Banco do Brasil, Banco Itaú, Banco Santander Brasil, Banco do Estado de São Paulo (Banespa) and Scotiabank Perú, in connection with the establishment of, and drawdowns under, Rule 144A / Regulation S Diversified Payment Rights programs, under which notes are secured by future crossborder payment orders; the Banespa / Banco Santander Brasil joint issuer program was named “International Securitization Deal of the Year” by LatinFinance magazine, due to its incorporation of both U.S. dollar and euro-denominated payment flows
» Represented FOVISSSTE, the Fund for the Institute of Social Security and Services for Mexican State Workers, on multiple mortgage-backed securitizations totaling in excess of $1 billion
» Represented INFONACOT, a Mexican government consumer lending agency for state workers, in multiple corporate bond issuances totaling approximately MX$11 billion in aggregate principal amount, a large portion of which was listed on the Mexican Stock Exchange, as well as in a MX$4 billion consumer loan securitization
PROJECT FINANCE / BONDS AND INFRASTRUCTURE
Holland & Knight represents the interests of majority and minority finance partners and sponsors, including commercial lenders, export credit agencies, multilateral development banks, developers, suppliers and contractors. We have experience in risk identification and allocation aspects of numerous types of projects, as well as practical knowledge of financing methods and ensuing complications involving publicly funded undertakings as privatization project structures. Examples of our projects, infrastructure and energy lawyers’ experience include the following:
» Continuing a series of project finance transactions on behalf of Financiera de Desarrollo Nacional (FDN) , Colombia’s infrastructure development bank, for financing toll roads in Colombia to be built and operated under a public-private partnership concession model; the transactions helped to finance the creation or improvement of toll roads that are part of Colombia’s fourth generation (4G) road infrastructure plan; this is a continuation of the approximate $2.3 billion in transactions from the previous year
BANK LENDING
» In one of the first project bonds out of Argentina in more than 25 years, Holland & Knight represented private energy developer StoneWay Capital in a $500 million Rule 144A / Regulation S senior secured notes / project bond offering and related matters; the transaction provided financing for the development, procurement, construction and operation of four simple-cycle power generating plants totalling 686.5 MW in the Buenos Aires region of Argentina; the transaction also included a $115 million secured loan from Siemens Financial Services to finance equity in the structure and an additional equity investment by SoEnergy International Inc., a Florida-based energy developer
Holland & Knight regularly represents banks, multilateral financial institutions and borrowers in connection with the negotiation and documentation of complex commercial lending transactions, including transactions involving investment funds of various types. We have handled a broad range of financial transactions secured by a variety of collateral, including financial assets, inventory and equipment, accounts receivable and loan portfolios. Examples of our lawyers’ lending transactions include the following:
» Represented JPMorgan Chase & Co. and a group of 14 lenders on a $200 million syndicated senior unsecured loan to Promigas SA and Gases del Pacífico SAC; this loan will be used for financing the infrastructure that will make it possible to transport a bigger volume of gas from the southern part of Colombia’s Atlantic coast, thus providing final users of this fuel with greater availability, as well as for consolidating Gases del Pacífico operations in Peru
» Ongoing representation of Banco Latinoamericano de Comercio Exterior SA (Bladex) , as administrative agent and either sole lead arranger or joint lead arranger on syndicated or club loans in the financial services, retail and agribusiness sectors, including loans to Grupo Monge, BAC Guatemala and Lecheria Dos Pinos
MERGERS & ACQUISITIONS
» Represented Bancolombia Panamá, Banco Agrícola and Banco Davivienda Salvadoreño in a $202 million financing for Aeroman, allowing the Central American transportation support services provider to expand its operations in the United States; the transaction amended and restated an existing credit facility and added a new acquisition financing tranche, as well as contained components typical of a U.S. leveraged finance transaction as a result of the addition of U.S. obligors and collateral to what is otherwise a U.S.denominated financing for a Central American company; the size of the transaction is significant for a Central American debtor
We regularly advise Latin American clients, as well as U.S. and European-based companies doing business in the region, on cross-border mergers, acquisitions, joint ventures and other business combinations and expansions. Through our Mexico City and Bogotá offices, we also advise on similar transactions governed by Mexican and Colombian law, respectively. Examples of our lawyers’ corporate and M&A transactions include the following:
» Represented Mexican real estate investment trust Fibra Inn in the acquisition of four hotels in Chihuahua City for nearly $40 million; the acquisition brings the company’s total holdings in the state of Chihuahua to 10 hotels; the team also helped the company gain authorization from the Comisión Federal de Competencia Económica (Cofece), the Mexican antitrust commission, for the purchase
» Advised American Tower Corporation in the $500 million acquisition of a fiber optic firm spun off from KIO Networks, a Mexican telecom and IT company; American Tower is a global provider of solutions and services to deploy and support wireless networks in 16 countries located on five continents
» Represented Goldman Sachs, as lender and sole lead arranger, and a syndicate of national and foreign banks in a $1.1 billion cross-border, asset-backed bridge and term financing for the acquisition of GE’s leasing business in Mexico by Linzor Capital Partners; the complex deal was one of the first asset-backed financings in Mexico for the acquisition of a company or business, and it created both legal and market precedents for these types of deals in Mexico
Our mission is simple: we are dedicated to advancing your interests – no matter how complex – by providing cutting-edge solutions to your matters in an efficient, timely and cost-effective manner. Our team is comprised of innovative strategists, experienced litigators and transactional attorneys with long-term dealings in the industry and knowledge of rapidly changing market standards.
CONNECT WITH OUR TEAM
Gabriel Caballero Jr. Partner | Miami +1 305.789.7442 gabriel.caballero@hklaw.com
Phillip L. Durham Partner | New York +1 212.513.3381 phillip.durham@hklaw.com
Alejandro Landa Thierry Partner | Mexico City +52 55.3602.8002 alejandro.landa@hklaw.com
Norberto E. Quintana Partner | Miami +1 305.789.7473 norberto.quintana@hklaw.com
Guillermo Uribe Lara Partner | Mexico City +52 55.3602.8004 guillermo.uribe@hklaw.com
Lara M. Rios
Senior Counsel | Miami +1 305.789.7772 lara.rios@hklaw.com
J. Michael Cavanaugh Partner | Washington, D.C. +1 202.828.5084 michael.cavanaugh@hklaw.com
Andres Fernandez Partner | Miami +1 305.789.7433 andres.fernandez@hklaw.com
George Mencio Partner | Miami +1 305.789.7702 george.mencio@hklaw.com
Luis Rubio Barnetche Partner | Mexico City +52.55.3602.8006 luis.rubio@hklaw.com
Juan Carlos Valencia Marquez Partner | Bogotá +57 1.745.5731 jvalencia@hklaw.com
Maria Juliana Saa Attorney | Bogotá +57 1.745.5735 juliana.saa@hklaw.com
Stephen J. Double Partner | New York +1 212.513.3528 stephen.double@hklaw.com
Enrique Gómez-Pinzón Partner | Bogotá +57.1.745.5800 enrique.gomezpinzon@hklaw.com
Roberto R. Pupo Partner | Miami +1 305.789.7750 roberto.pupo@hklaw.com
Jose Sirven Partner | Miami +1 305.789.7784 jose.sirven@hklaw.com
Carlos E. Meza Guarnizo Senior Counsel | Bogotá +57.1.745.5742 carlos.meza@hklaw.com
