Practices



BANKING AND FINANCIAL INSTITUTIONS

Mr. Souffront has represented money-center banks, commercial banks, foreign banking institutions, investment banks, savings and loan associations, mortgage banks, insurance companies, venture capital and private equity firms and other depository and non-depository financial institutions in various sectors of the financial services industry. His extensive experience in handling a wide variety of banking and financial matters includes:

• Structured and Project Finance

Representation of borrowers, sponsors, lenders (including multilateral lending agencies), institutional and private equity investors, equipment manufacturers and other participants and stakeholders in project finance transactions, whether on a non-recourse, limited recourse, recourse or off-credit basis. Transactions include:

  • Structuring, negotiation and documentation of private placements, public offerings and IPO’s
  • Mini-perm and long-term debt project financing
  • Leveraged and synthetic leases of equipment, generation plants and other facilities
  • Industrial development revenue bonds
  • Public offerings of taxable and tax-exempt debt
  • Securitizations

Commercial Finance, Participations and Syndications

Structuring, negotiation and documentation of secured and unsecured commercial loans on behalf of lenders, as well as borrowers, in connection with syndicated loans throughout the world often including a broad variety of credit facilities and multicurrency tranches or multiple choice interest rates, such as fixed and floating rates, whether based on prime or base rate, Libor or other indices.

Letters of Credit and Bankers’ Acceptances

Representation of lenders in the issuance and discount of both commercial and stand-by letters of credit in connection with either import, export or pre-export financings or for refinancing or credit enhancement purposes or other trade-related and commercial paper refinancings.

Asset-Based and Structured Finance

Representation of borrowers, banks and other financial institutions in structured
financings including off-balance sheet, asset-based and asset-backed securitization transactions.

Banking Regulatory Compliance

Counsel and advice to numerous domestic and international commercial banks, savings and loan associations and other depository and non-depository financial institutions on compliance with federal, state and foreign banking laws and regulations including the whole range of laws and regulations on the establishment, operations and activities of commercial banks, savings and loan associations, and federal and state branches, agencies and representative offices in the U.S. and abroad.

Workouts, Restructurings and Foreclosures

Representation of banks and borrowers dealing with troubled loans and projects
including workouts, restructurings, realization of collateral, crediton arrangements and receiverships of financial institutions in the U.S., Latin America and the Caribbean.

MERGERS AND ACQUISITIONS

Luis Oscar Souffront has represented numerous clients in negotiated acquisitions, divestitures, mergers, consolidations, competitive auction sales, privatizations and other similar transactions.

Experience encompasses a broad range of industries including banking and other financial services providers, energy companies, independent power providers and technology companies, as well as venture capital and private equity funds. Such sophisticated transactions range in size from a few millions to billions of dollars and include:

• Public company mergers, acquisitions and divestitures
• Stock and asset acquisitions and divestitures of privately owned companies and of divisions, business segments and subsidiaries of public companies
• Venture capital and private equity investment transactions
• Cross-border merger and acquisition transactions
• Joint ventures and other strategic alliances
• Competitive auction public and private divestitures
• Disposition of assets and lines of business of companies undergoing restructuring or reorganization.

CORPORATE

In the area of corporate law, Mr. Souffront’s work ranges from routine matters such as organizing corporations, limited liability partnerships and companies in the U.S. and in foreign jurisdictions to the structuring, negotiation and documentation of the whole myriad of shareholders and voting agreements and trusts.

Mr. Souffront has counseled and advised boards of directors and other governing bodies on regulatory guidelines and corporate governance and on all sorts of corporate transactions from mergers, acquisitions, divestitures, consolidations, and domestic and foreign investments to the whole spectrum of banking, capital markets and financial transactions.

In the international scene, Mr. Souffront has engaged in a significant inbound and outbound corporate practice representing and counseling both U.S. and foreign companies in planning and consummating investments in the U.S. and abroad.

Early in his career, Luis Oscar Souffront was elected secretary of the Board of Directors of a national bank and bank holding company. At the time of such election, the Board of Directors had received the lowest possible rating by the Office of the Comptroller of Currency and by the Board of Governors of the Federal Reserve. Within two years, the highest possible rating was granted by such banking regulatory authorities.

PARTNERSHIPS, JOINT VENTURES AND STRATEGIC ALLIANCES

Mr. Souffront has the expertise to assist internal and external clients with the negotiation and organization of partnerships, joint ventures and strategic alliances regardless of whether the clients undertake such ventures and alliances to enter new markets, share risks, augment growth or combine strengths.

Luis Oscar has significant expertise in negotiating project development and investment joint ventures, as many energy, infrastructure and telecommunications projects are developed, owned and operated by a consortium of companies. Overall, Mr. Souffront brings to bear a cross-disciplinary approach to joint ventures and strategic alliances drawing on multi-disciplinary practices and experts in support of all aspects of the process from tax, accounting and regulatory counseling and advice to structuring the economics and developing exit and termination rights and strategies and, further, providing practical governance and dispute resolution procedures.

CAPITAL MARKETS

Mr. Souffront’s capital markets’ practice consists of advising issuers, underwriters, placement agents and institutional investors in private and public U.S. and global offerings of securities. He works closely with lawyers from other practices and disciplines, bringing together those with the necessary industry, market and product expertise to provide his clients with an efficient and creative team able to provide the right strategic support and advice for any transaction in the capital markets.

Types of capital markets transactions have included offerings of common stock, preferred shares, hybrid and convertible securities, warrants, options and other rights to purchase securities, as well as the entire range of debt securities and other secured and unsecured notes, bonds and debentures.

VENTURE CAPITAL AND PRIVATE EQUITY

Mr. Souffront’s venture capital and private equity practice encompasses both the formation of funds and the investment of capital in start-up and growth companies. He provides an entrepreneurial and pragmatic approach to his clients who benefit from a multi-disciplinary methodology combining transactional experience with understanding of a number of industries.

Experience covers private equity and venture capital funds including the structuring, formation and restructuring of investment funds, both in the U.S. and abroad. Fund formation expertise ranges from representing sponsors raising private equity for domestic and off-shore investments to institutional investors. The funds that Mr. Souffront has represented are diverse in scope and reach and include international and domestic private equity and venture capital funds, as well as SBICs.

INTERNATIONAL, LATIN AMERICA AND THE CARIBBEAN

Overall, Luis Oscar Souffront has represented U.S. and foreign based companies and financial institutions in trans-national ventures for over 25 years. As a fully bi-lingual professional, and both as a common and civil law licensed attorney, he is well versed in all aspects of commercial common and civil law, as well as very effective in satisfying the business, cross- cultural and idiosyncratic needs of counterparties to all types of international transactions.

Luis Oscar is well known for his ability to build relationships between top executives of different backgrounds and nationalities, often with vastly differing objectives and organizational and cultural requirements.

More particularly, for over three decades, Luis Oscar Souffront has represented domestic and foreign companies in connection with investments in Latin America and the Caribbean.

In addition to an internationally recognized practice focused on the development, financing and construction of energy, telecommunications and infrastructure projects in the region, Luis Oscar, as a result of his multidisciplinary methodology, also offers internal and external clients a wide range of other legal services including those relating to:

• Cross-border investments and joint ventures
• Financing and securities offerings
• Taxation and structuring
• Offshore fund formation
• Privatizations

As a native of Latin America, Luis Oscar is not only fully fluent in Spanish but also provides significant value-added to clients conducting business in Latin America and the Caribbean. This language capability, as well as cross-cultural and idiosyncratic insights enables him to better understand the context of client’s needs and translate back knowledge into an efficient, effective and pragmatic representation. Representative services include:

Cross-Border Investments, Joint Ventures and Strategic Alliances

Luis Oscar Souffront offers clients his significant experience in advising U.S. and foreign companies on investments in the Unites States, Europe, Asia, Africa, Latin America and the Caribbean, spanning a wide range of industry sectors including energy, infrastructure, telecommunications, commercial banking and other financial services. Mr. Souffront enables clients to choose and develop the proper structure and vehicle for investment, whether wholly-owned direct investment subsidiaries, joint ventures, strategic alliances, acquisitions and mergers or, if preferable, the corresponding licensing, distributorship or agency arrangements, taking into account relevant tax, finance, operational and other governance structural considerations.

Financings and Securities Offerings

Mr. Souffront provides assistance on the full range of financing options from commercial and corporate finance to project and structure finance for energy, telecommunications and other infrastructure developments, as well as trade finance, multi-currency credit finance and public and private securities offerings.

Infrastructure Project Financing, Development and Construction

Luis Oscar routinely advises developers, investors, equipment suppliers and other clients throughout the United States, Europe, Asia, Africa, Latin America and the Caribbean on energy, telecommunications and other infrastructure projects.

Privatizations

Mr. Souffront has represented companies bidding to acquire privatized assets and, further, multilateral agencies and institutions on policy issues associated with restructuring and privatization programs. He has represented clients in various privatization bids in Latin America and has assisted in related areas including due diligence reviews, shareholders and joint venture agreements, negotiations with sovereigns for concession and project support agreements, as well as in the financing and refinancing of privatized companies.

INTERNATIONAL AND DOMESTIC PROJECT DEVELOPMENT, ACQUISITION AND FINANCE

Mr. Souffront has advised on most legal, commercial and financial aspects of energy, power, telecommunications and infrastructure project development in Latin America, the Caribbean, Asia, Africa, Europe and the United States, from initial project structuring for tax and regulatory purposes, through the negotiation of key project agreements to financial closing and post-closing matters. Services include:

• Structuring relationships between key project participants, including joint development agreements, joint venture agreements, strategic alliances, limited partnership agreements and limited liability company agreements governed by either US or foreign laws
• Assisting with tax and regulatory structuring and compliance.
• Negotiation and review of critical and key project agreements, including

  • Power Purchase Agreements and Interconnection Agreements
  • Tolling Agreements
  • Engineering, Procurement and Construction Agreements
  • Operation and Maintenance Agreements
  • Fuel Supply, Procurement, and Transportation Agreements

• Liaise with, and coordination and management of, local counsel, consultants, capital providers, strategic partners, joint venturers and other stakeholders.
• Liaise with the clients’ in-house functions and segments such as legal, finance, accounting, commercial development and board of directors

• Implementation agreements, concession contracts, government guarantees and other forms of support

• Multilateral lending agency financing
• Legal aspects of doing business in civil law countries
• Compliance with local legal requirements and coordination of local counsel
• Assistance with international and domestic tax planning
• Arbitration, arbitration treaties and enforceability of arbitration awards
• Foreign Corrupt Practices Act compliance and training
• Political risk insurance and other risk management strategies

In connection with regulatory compliance, Mr. Souffront has assisted regulatory counsel and other regulatory experts and consultants on regulatory compliance and reporting requirements under a number of statutes governing the telecommunications, energy, electric power and natural gas industries. Services include:

• Assistance with counseling on structuring projects for local regulatory compliance
• Assistance with regulatory opinions in support of project financings
• Assistance with preparation of regulatory filings

PRIVATIZATIONS

Luis Oscar Souffront has advised private companies on a worldwide basis on bidding to acquire privatized assets and, further, multilateral agencies on policy issues associated with restructuring and privatization programs. Services include:

• Subcontract support and joint venture participation with financial and investment banking entities and other strategic participants
• Restructuring in advance of privatization
• Due diligence for investors acquiring privatized assets
• Preparation of bidding documents and model project agreements

ENGINEERING AND CONSTRUCTION

Mr. Souffront has assisted engineering and construction teams on a number of elements of the construction phase of international and domestic project developments from initial bid formation and contract negotiation through performance and contract administration, to claims and dispute resolution. Services include:

• Negotiation of engineering, procurement, and construction contracts, e.g., design-build-operate-maintain and build-own-operate-transfer
• Preparation of bidding documents
• Financial, performance and completion guarantees
• Stand-by letters of credit, risk insurance and surety bond issues
• Licensing requirements
• Alternative Dispute Resolution

TAX PLANNING AND STRUCTURING

Luis Oscar Souffront has assisted and liaised with tax counsel on a number of aspects of federal, state, international and foreign taxation related to energy, power, telecommunications and infrastructure development, investment and finance, including:

• Tax enhancements of bid evaluations, tax exit strategies and disposition proceeds
• Tax planning for corporate, partnership, joint ventures and other project structures, including mergers, acquisitions, and restructurings
• International tax planning for multiple tax-jurisdiction acquisitions and developments
• Cross-border lease and finance transactions

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