Carlos Viana
Carlos Viana (J. Albert Diaz)

Carlos Viana, White & Case

Carlos Viana, a Miami partner of White & Case, helped Brazilian construction company Odebrecht finance a $1.2 billion hydroelectric plant in Peru in negotiations that spanned more than two years. He also guided two French banks that led the creation of a $2 billion revolving line of credit for a mining company.

Viana started working on the hydroelectric project financing for Odebrecht in February 2011, and the company finally secured $774 million of credit from three governmental agencies and six commercial banks in a deal that closed July 5, 2013.

It is a limited-recourse project because Odebrecht, the project sponsor, created a special-purpose vehicle to borrow the money for what will be Peru’s second-largest hydropower plant. Construction is under way and scheduled for completion in 2016.

“If the loan goes bad, it can only go against the assets of the special-purpose vehicle and a defined amount of financial support from the owner of the vehicle. But the entire balance sheet of Odebrecht doesn’t stand behind the debt,” Viana said.

Viana said securing credit for the project took longer than usual because too few European banks were able to participate, so Odebrecht had to borrow from three governmental agencies instead of just one.

“Originally, only the Inter-American Development Bank was going to be lending together with commercial banks,” Viana said. “European banks have been the traditional sources of limited-recourse project finance funding in Latin America. … But the European bank liquidity crisis back in the beginning of 2012 required that we involve two other governmental lenders.”

The Inter-American Development Bank led the financing, together with two other governmental agency lenders—Brazilian development bank Banco Nacional de Desenvolvimento Economico and Peruvian development bank Corporacion Financiera de Desarrollo S.A.

“Those three had never loaned to a limited-recourse project together,” Viana said. “So trying to accommodate the needs of those three banks, which had never worked together and had very peculiar requirements, was very difficult, very challenging. … But we were able to work through it.”

The six commercial banks participating in the debt financing are Banco Bilbao Vizcaya Argentaria, Deutsche Bank, Societe Generale, Credit Agricole Corporate and Investment Bank, DNB Bank and Sumitomo Mitsui Banking Corp.

In addition to the debt financing package, Viana said he helped Odebrecht negotiate “a bunch of ancillary agreements” to facilitate the project. These included “a power purchase agreement from a power-generating company that buys the power from the plant,” he said.

Odebrecht is building a 400 megawatt main power plant, an auxiliary power plant, access roads, a transmission line, and a concrete-faced, rock-fill dam that will be 202 meters tall, making it the second-tallest dam of its kind in the world.

FINALISTS:

Akerman, Greenberg lawyers work opposite sides of health care stock swap
Mary V. Carroll, Teddy Klinghoffer, Esther L. Moreno and Christina Russo
Akerman
Robert L. Grossman, Greenberg Traurig


Attorneys at Akerman and Greenberg Traurig represented the seller and the buyer, respectively, in a stock-swap deal that sold Israel-based Prolor Biotech Inc. to Miami-based Opko Health Inc.

Mary V. Carroll, chair of the national corporate practice group of Akerman, and three other Miami partners counseled Opko through the acquisition of Prolor Biotech and another foreign company as well as Opko’s first public offering of interest-bearing notes.

Robert L. Grossman, a shareholder of Greenberg Traurig and co-chair of its Israel practice, helped Prolor Biotech sell itself to Opko for $480 million in a deal that survived a court challenge.

Opko last year swapped hundreds of millions of dollars of its publicly traded stock for control of Prolor, which develops longer-lasting versions of existing therapeutic proteins, and Canada-based Cytochroma Inc., a developer of treatments for kidney disease.

Minimizing tax liability for the selling shareholders comprised a large part of the legal work the Akerman attorneys performed on the Cytrochroma acquisition, said Carroll, who advised Opko together with Teddy Klinghoffer, Esther L. Moreno and Christina Russo.

Before the $290 million Cytochroma acquisition closed in March 2013, the Akerman team helped with a restructuring that merged multiple Cytochroma subsidiaries to minimize the tax liability of the selling shareholders in Canada while preserving the operational flexibility of Opko.

“That’s a little unusual to have that kind of restructuring before closing,” Klinghoffer said. “That was one of the difficulties of getting that negotiated.”

Opko’s first note offering, a $175 million issue of 3 percent notes convertible to stock, closed in January 2013 about four weeks after the company decided to go to market compared with the usual lead time of two to three months.

“We got the call in early January, and from start to finish it was a month,” Moreno said.

Opko paid $480 million in stock to Prolor shareholders last August. Grossman said he and colleagues at Greenberg Traurig negotiated the closing on a tight deadline.
“The final negotiations lasted a week or two, not more than that, so there was a lot of time pressure to get an agreement done,” he said.

The Israeli company, incorporated under the laws of Nevada and formerly listed on the Tel Aviv Stock Exchange, develops therapeutic proteins for the treatment of hemophilia, diabetes and obesity.

“It was a deal that went very smoothly despite the fact that someone was trying to derail it,” Grossman said, referring to an unsuccessful lawsuit that dissident Prolor shareholders filed in a state court in Las Vegas. “They were trying to block the closing.”

The state judge denied a motion by dissident Prolor shareholders to enjoin majority shareholders from voting to sell their stock to Opko.

Prolor, a longtime client of Greenberg Traurig, acted on Grossman’s advice to form a special board committee and hire separate legal counsel for the committee before negotiating the company’s sale.

“At that point, we were coordinating everything that had to be done,” Grossman said, including antitrust clearance, proxy registration, tax planning and employee-benefits administration. In addition, “there are all sorts of issues related to tax when you are an Israeli citizen owning a certain percentage of a company.”

Greenberg’s Beloff raced for merger before media SPAC expired
Donn A. Beloff, Greenberg Traurig

Donn A. Beloff, a Fort Lauderdale-based shareholder of Greenberg Traurig, led a team of attorneys who helped a special-purpose acquisition company race against time to complete a merger with two Spanish-language media companies.

Azteca Acquisition Corp., the special-purpose acquisition company, merged last year with Cine Latino, a leading Spanish-language movie network on cable television, and Puerto Rican broadcast station WAPA Television and its U.S. cable television arm WAPA America.

All three companies became part of a publicly held parent company called Hemisphere Media Group Inc. when the merger closed on April 4, 2013—just two days before a failure to complete the merger would have required Azteca to return $100 million to its shareholders.

“We closed the transaction with literally 48 hours to spare. So we used up every available minute to get this transaction done,” Beloff said.

Multimillionaire Gabriel Brener, a native of Mexico who resides in Beverly Hills, Calif., raised money for Azteca and launched the special-purpose acquisition company in April 2011 with the intent of entering the Spanish-language media business to capitalize on the rising spending power of U.S. Hispanics.

But like other special-purpose acquisition companies, or SPACs, Azteca had a limited amount of time to complete an acquisition or return the money invested by its shareholders and dissolve itself.

When Brener retained Beloff and his team at Greenberg Traurig in December 2012, Azteca was still negotiating its acquisition of Cine Latino and WAPA Television and faced a deadline of April 6, 2013, to close a deal or cease to exist. “We started with four and a half months to get all of this done. It was a major, major challenge,” Beloff said.

Complicating the process was the need to negotiate with two owners. A private equity fund called Intermedia Español Holdings LLC owned 100 percent of WAPA Television and 50 percent of Cine Latino. “There was a third-party investor who owned the balance of Cine Latino,” Beloff said. “The diligence and the negotiations ran on parallel tracks because of the two separate targets.”

Brener wanted the surviving company in the three-way merger to be listed immediately after the deal on the Nasdaq stock market. But Nasdaq rules prevent a special-purpose acquisition company from becoming a listed company during the first year after it completes an acquisition. So a new Nasdaq-listed company called Hemisphere Media Group was formed to serve as the parent company of Azteca, Cine Latino and WAPA Television. In mergers that involve a special-purpose acquisition company, the SPAC usually is the surviving company.

The sellers of Cine Latino and WAPA Television got cash and stock in Hemisphere Media Group worth approximately $400 million. The sellers were located inside and outside the United States, so part of pre-merger work focused on structuring to the deal to minimize both the U.S. and foreign tax impact of the transaction. “That made the transaction a little more difficult than it otherwise might have been,” Beloff said.