Carlos T. Albarracín

Partner

Practice Description

Representative Matters

Capital Markets

• Currently representing the dealer-manager in connection with an offer by an Argentine operator of natural gas pipelines, to restructure approximately $340 million in Rule 144A/Regulation S notes for a combination of cash and new Rule 144A/Regulation S par notes.
• Represented Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as initial purchasers in a Rule 144A offering of  $100 million 8-year notes by Compañia de Transporte de Energía Eléctrica en Alta Tensión TRANSENER S.A., Argentina's largest power transmission Compañía, and as dealer-managers in connection with an offer by Transener to purchase and/or exchange for a combination of cash and new notes and a consent solicitation of proxies to amend certain existing Rule 144A notes due 2016. (August 2011)
• Represented EMGESA S.A., Colombia's largest power generation company,  in a Rule 144A offering of $400 million peso-denominated senior notes due 2021. (February 2011) 
• Represented Deutsche Bank Securities Inc. as dealer-manager in connection with a tender offer with respect to $100 million in Rule 144A notes of Empresas Iansa, Chile's largest sugar producer. (November 2010)
• Represented Pan American Energy LLC, Argentine Branch, in a Rule 144A offering of $500 million senior notes due 2017 under its $1.2 billion Rule 144A/Regulation S Global Note Program. (June 2010)
• Represented ISA Capital do Brasil S.A. in (i) a consent solicitation with respect to its $354 million senior notes due 2017 and $200 million senior notes due 2012 and (ii) a tender offer with respect to all of its outstanding $354 million senior notes due 2017. (February 2010)
• Represented J.P. Morgan Securities Inc. and Barclays Capital Inc. as initial purchasers in a Rule 144A/Regulation S offering of $1.5 billion 10-year notes by Ecopetrol S.A., Colombia's state-owned oil and gas company. (July 2009)
• Represented Pan American Energy LLC, Argentine Branch, in connection with the establishment of a $1.2 billion Rule 144A/Regulation S Global Note Program registered for public offering in Argentina. (February 2009)  
• Represented Empresa de Energía de Bogotá S.A. E.S.P., a Colombian electricity company, in a Rule 144A/Regulation S offering of $610 million 8-year notes. (November 2007) 
• Represented Transportadora de Gas del Interior S.A. E.S.P., Colombia’s largest natural gas pipeline company, in a Rule 144A/Regulation S offering of $750 million 10-year notes. (October 2007) 
• Represented Interconexión Eléctrica S.A. E.S.P., Colombia’s largest electricity transmission company, in its contemplated Rule 144A/Regulation S international offering of American Depositary Receipts. (August 2007) 
• Represented J.P. Morgan Securities Inc. and Merrill Lynch & Co. as (i) initial purchasers in a Rule 144A/Regulation S offering of $500 million 10-year notes by Transportadora de Gas del Sur S.A. (TGS), an Argentine operator of natural gas pipelines, and (ii) dealer-managers in connection with a tender offer for the outstanding Rule 144A/Regulation S notes of TGS. (May 2007) 
• Represented ISA Capital do Brasil S.A. in a Rule 144A/Regulation S offering of $354 million in 10-year notes and $200 million in 5-year notes. The notes were secured by a pledge in the shares held by ISA Capital in Companhia de Transmissão de Energia Elétrica Paulista – CTEEP. (January 2007)

Financing and Project Financing

• Represented Citibank N.A. and Standard Bank Plc., as lenders, in connection with a $90 million secured financing for Pampa Inversiones S.A. unconditionally guaranteed by Pampa Energia S.A., an NYSE-listed Argentine energy company. The proceeds of the financing were used by Pampa Energia to refinance debt incurred to fund its acquisition from AEI of certain Argentine energy assets. (August 2011)
• Represented Corporación Andina de Fomento and a group of commercial banks in connection with a $239 million A/B loan project financing for the construction and operation of a soybean crushing facility and associated co-generation plant in Argentina.  The sponsors of the project are Glencore International, Molinos Río de la Plata and Vicentín. (July 2011)
• Represented Credit Suisse, as administrative agent and lead arranger, in a$75 million secured financing for BPZ Resources Inc., BPZ Energy LLC and their operating Peruvian subsidiary BPZ Exploracion & Produccion S.R.L. The financing was secured BPZ's oil and gas concession rights production output and accounts receivable. (July 2011)
• Represented UBS AG, as administrative agent and arranger, in connection with a $70 million secured financing for Generacion Independencia S.A., an Argentine power Generación company controlled by the Albanesi Group, for the construction of a gas-fired power plant.  (June 2011)
• Represented Citibank N.A. and Standard Bank Plc., as lenders, in connection with a $90 million bridge secured financing for Pampa Inversiones S.A. unconditionally guaranteed by Pampa Energia S.A., an NYSE-listed Argentine energy company. The proceeds of the financing were used by Pampa Energia to finance certain payments related to its acquisition from AEI of certain Argentine energy assets. (April 2011)
• Represented Société Générale and BNP Paribas as lenders in connection with a $200 million financing for Empresa Nacional del Petróleo, Chile’s state-owned oil and gas company, partially insured by Compañía Española de Seguro de Crédito a la Exportación (CESCE), Spain’s export credit agency, for the development and construction of a alkylation complex at ENAP’s existing Aconcagua Refinery. (February 2011)
• Represented Pan American Energy LLC, Argentine Branch, an oil and gas exploration and production company with operations in Argentina, Bolivia, Chile and Uruguay in connection with a $350 million syndicated financing arranged by Crédit Agricole, JP Morgan Securities Inc. and HSBC Bank USA. (December 2010).
• Represented International Finance Corporation and Central American Mezzanine Infrastructure Fund L.P. as lenders in connection with a $160 project financing for the construction and operation of a container terminal located at the Buenaventura Port in Colombia. (September 2010)
• Represented Corporacion Andina de Fomento, Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO), Inter-American Development bank and Banco Internacional del Perú (Interbank) as senior lenders in connection with a $150 million limited-recourse financing for development of a greenfield ethanol project on the northern coast of Peru consisting of a 7,800 hectare sugarcane plantation to provide sugarcane feedstock to the project, an ethanol distillery with capacity to produce up to 35 million gallons of ethanol per year, a 37-megawatt power plant to supply all of project's power needs. The project’s total estimated costs are $254 million. (June 2010)
• Represented Gas Natural de Lima y Callao S.A., a Peruvian natural gas distribution company controlled by Ashmore Energy International, in connection a $150 million secured financing by International Finance Corporation, Corporación Andina de Fomento and Infrastructure Crisis Fund (ICF) for the expansion and upgrade of Lima’s main gas distribution system, the expansion to Lima’s low pressure secondary gas distribution system, and the refinancing of existing senior debt. (March 2010)
• Represented Gas Natural de Lima y Callao S.A., a Peruvian natural gas distribution company, in its contemplated secured financing for the expansion of Lima’s natural gas distribution system. (2009)
• Represented the sponsors (including a leading Brazilian private equity fund) and the project company in connection with a contemplated $200 million limited-recourse project financing by Inter-American Development Bank, WestLB and a group of commercial banks and Brazilian pension funds for the construction and operation of a fully-private, public-use, greenfield container port with infrastructure and superstructure for container berths, warehousing and logistics facilities in the state of Santa Catarina, Brazil. ( October 2009)
• Represented Empresas Públicas de Medellín E.S.P. in connection with a $200 million financing for construction and development of the 600 MW Porce III hydroelectric complex. The financing was provided by Bank of Tokyo-Mitsubishi and BBVA New York Branch and supported by a partial credit guarantee provided by the Japan Bank for International Cooperation (JBIC). (January 2009)
• Represented Pan American Energy LLC, Argentine Branch in connection with a $200 million syndicated financing arranged by Calyon, JP Morgan Securities Inc. and ABN AMRO Bank, N.V. (August 2008)
• Represented Organización Terpel S.A., a Colombian gasoline distribution and commercialization company, in connection with a $250 million financing arranged by J.P. Morgan Securities for the acquisition of REPSOL's gasoline distribution business in Chile. (January 2008)
• Represented Interconexión Eléctrica S.A. E.S.P. (ISA) and ISA Capital do Brasil S.A. in a $352 million bridge credit facility to finance a public tender offer for the acquisition of shares representing 39.28% of the common stock of Companhia de Transmissão de Energia Elétrica Paulista – CTEEP. The financing was provided by JPMorgan Chase Bank N.A. and ABN AMRO Bank, N.V. (December 2006)
• Represented Fondo de Inversión Privado Bío-Bío, as borrower, in a $240 million financing arranged by JPMorgan Securities, Inc. for the acquisition by the borrower of 100% of the equity interests in Forestal Bío-Bío S.A., Norwood S.A., and Sociedad Agrícola y Forestal Alepué Limitada, secured by a pledge in forestry assets owned by the acquired entities and future receivables of the borrower arising form purchases of timber by Celulosa Arauco y Constitución S.A. under a long-term supply contract. (October 2006)
• Represented Interconexión Eléctrica S.A. E.S.P. (ISA) in a $550 million financing arranged by JPMorgan Securities, Inc. and ABN AMRO Bank N.V. for the acquisition of a controlling interest in Companhia de Transmissão de Energia Elétrica Paulista – CTEEP. (August 2006)
• Represented Companhia Vale Do Rio Doce (CVRD) in connection with (i) a $300 million financing for Aluminio Brasileiro S.A. (ALBRAS), a Brazilian company jointly owned by CVRD and Nippon Amazon Aluminum Co., Ltd., arranged by Japan Bank for International Cooperation (JBIC) secured by certain aluminum export-receivables of ALBRAS and partially guaranteed by CVRD (December 2005) and (ii) a $400 million syndicated financing arranged by The Bank of Tokyo-Mitsubishi Ltd. and covered by a political risk insurance policy issued by Nippon Export and Investment Insurance for the development of the Sossego copper mine in the state of Pará, Brazil. (April 2005)
• Represented Interconexión Eléctrica S.A. ESP (ISA) in (i) the financing of a $295 million expansion project that includes two transmission lines and related substations for the Primavera – Bacatá and the Primavera – Ocaña – Copey – Bolivar line, financed by Corporación Andina de Fomento, Euler Hermes, Kreditanstalt Für Wiederaufbau (KfW) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) (December 2005) and (ii) a $90 million limited-recourse project financing for the construction and operation of two electricity transmission lines and associated substations in Bolivia, financed by Inter-American Development Bank and Corporación Andina de Fomento. (April 2005)
• Represented Empresa Nacional del Petróleo (ENAP), Chile’s state-owned company, MAN Ferrostaal AG, and Técnicas Reunidas S.A., as sponsors, in connection with (i) a $410 million financing for the development, construction and operation of a delayed coker complex at ENAP’s Aconcagua Refinery in Concón, Chile (June 2005), and (ii) a $100 million financing arranged by BNP Paribas and partially insured by Compañía Española de Seguro de Crédito a la Exportación (CESCE), Spain’s export credit agency, for the development and construction of a mild hydrocracking facility at a diesel refinery in Talcahuano, Chile. (June 2004)

Mergers and Acquisitions

• Represented Organizacion Terpel S.A., a subsidiary of Empresas Copec S.A., Chile's largest publicly-traded company, in the sale of its Chilean fuel distribution business to Quiñenco S.A., a company controlled by Grupo Luksic. The transaction is valued at US$320 million. (2011)
• Represented Central American Mezzanine Infrastructure Fund LP in connection with its acquisition of a 50% equity interest in hydroelectric power company Hidroeléctrica Rio de Las Vacas in Guatemala. (March 2011)
• Represented Interconexión Eléctrica S.A. E.S.P. (ISA) in connection with its acquisition of a controlling interest in Cintra Chile Ltda., a company formerly controlled by the Ferrovial Agroman Group that operates five major toll-road concessions in Chile. (December 2010)
• Represented the Werthein Group in connection with the sale to Telecom Italia S.p.A of a 50% ownership interest of Sofora Telecomuncaciones S.A., which is the indirect controlling shareholder of Telecom Argentina S.A., one of Argentina's two licensees of fixed-line telecommunication services. (October 2010)
• Represented AEI, an emerging market-focused energy and energy infrastructure company, in its sale of a controlling stake in Organización Terpel S.A., a Colombian fuel distribution company, to Empresas Copec S.A., Chile’s biggest publicly traded company. (May 2010)
• Represented a major Chilean retail group in connection with its bid to acquire a controlling interest in Maestro Home Center, a Peruvian retail company. (June 2009)
• Represented Empresa de Energía de Bogotá S.A. E.S.P., a Colombian electricity company, in connection with its acquisition of the assets of Empresa Colombiana de Gas (Ecogas), a state-owned natural gas pipeline company. (February 2007)
• Represented Interconexión Eléctrica S.A. E.S.P. (ISA) in connection with its acquisition of a controlling interest in Companhia de Transmissão de Energia Elétrica Paulista – CTEEP, Brazil’s second largest power transmission company, through a privatization auction conducted by the government of the State of São Paulo on the Bolsa de Valores de São Paulo (São Paulo Stock Exchange). (August 2006)
• Represented Prospecta Minera Ltda. and Citicorp International Finance Corp. in connection with the sale of 99.3% of Sociedad Punta de Lobos S.A., Latin America’s largest salt producer, to K+S Aktiengesellschaft for a reported price of approximately $500 million. (April 2006)

Honors

Mr. Albarracín was ranked "Band 1" (Latin America - Banking and Finance) and "Band 2" (Latin American Investment) by Chambers USA: America’s Leading Lawyers for Business in 2010-11.  He was also listed in Chambers Global - The World’s Leading Lawyers for Business (2010) for corporate and finance and projects.  Listed in Legal 500 (2008) and cited as head of Latin America finance practice.

Activities and Affiliations

Publications