
30 Rockefeller Plaza New York, NY 10112 United States of America
+1 (212) 408-1057
mrossell@chadbourne.com
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Marc
M.
Rossell
Partner
Practice Description
Marc Rossell has extensive experience in initial public offerings, both as issuer's and underwriters' counsel and was named as one of the "Outstanding IPO Lawyers in 2000" by IPO Journal. He was involved in many of the largest securities offerings out of Latin America, including landmark privatization offerings by the Argentine Government's national oil company and telephone companies, the privatization of the Peruvian telephone company, as well as many high-yield debt offerings and equity offerings of companies in Mexico, Argentina, Chile, Venezuela and other countries. He also represented the underwriters in many internet and technology company IPOs. During the 1980's he spent a considerable amount of time as bank advisory committee counsel focusing on the restructuring of the external debt of many countries in Latin America.
Representative Matters
Throughout his career, Mr. Rossell has counseled a global and diverse client base. Notable representations include:
- AES Corporation and AES Gener S.A. in connection with the $700 million recapitalization plan for AES Gener S.A., including cash tender offers and consent solicitations for its outstanding convertible and Yankee bonds, a $400 million offering of high-yield senior notes and the restructuring of intercompany debt.
- Bank Advisory Committee for Brazil, and Citibank, N.A., as administrative agent, in the restructuring of the external public sector dept of the Federative Republic of Brazil in "Phase II" of Brazil's restructuring in 1983-1984.
- Bank Advisory Committee for the Republic of Uruguay, and Citibank, N.A., as administrative agent, in the restructuring of the external public sector debt of Uruguay in 1984-1985.
- Bank Advisory Group for Jamaica, and the Bank of Nova Scotia, as administrative agent, in the restructuring of the external debt of Jamaica.
- Bank Advisory Group for the Republic of Uruguay, and Citibank, N.A. as closing agent, in connection with the Republic of Uruguay's 1990 Financing Plan, involving the issuance of "Brady" bonds in exchange for commercial bank debt.
- Bear, Stearns & Co. Inc., as initial purchaser of $220 million of senior secured notes issued by Newland International Properties, Corp., a Panamanian company, to finance the construction of the Trump Ocean Club in Panama City, Panama.
- Bear, Stearns & Co. Inc., as initial purchaser, in connection with a novel $250 million senior secured bond offering for Cap Cana S.A., a Dominican Republic luxury resort developer, secured by real estate mortgages and receivables and a construction escrow account. It was cited as "Deal of the Year 2007" by The Banker and voted "Best Asset-Backed Bond of 2006" by Latin Finance.
- Chase Securities Inc., as lead underwriter, in the $250 million registered high-yield bond offering for Grupo Industrial Durango, S.A., a Mexican paper company.
- Citibank, N.A., as lead arranger, in connection with the offering by The United Mexican States of $1 billion of floating rates notes due 1997. Offering represented the return of Mexico to the international capital markets following the peso devaluation crisis of December 1994.
- Citicorp Securities, as initial purchaser, in connection with the $200 million Rule 144A/Regulation S offering by Copamex Industrias, S.A. de C.V. of its 11.275% senior notes due 2004.
- Citigroup Global Markets, as sole underwriter, in connection with a Rule 144A/Regulation S $200 million offering by the Commonwealth of the Bahamas of its 6.625% notes due 2033.
- Committee of Bondholders of Cap Cana S.A.'s senior secured notes due 2013 in connection with Cap Cana's debt restructuring involving an exchange offer and consent solicitation.
- Credit Suisse and Bank of America Securities LLC, as initial purchasers, in the $500 million offering by Maritimes & Northeast Pipeline, LLC of its 7.5% senior notes due 2014.
- Credit Suisse and Merrill Lynch & Co., as joint global coordinators, in the $3 billion global IPO and equity offering for YPF, S.A., the Argentine state controlled oil company. It is the largest privatization in Latin America to date.
- Credit Suisse, as initial purchaser, in connection with the $145 million Rule 144A/Regulation S offering by Grupo Azucarero Mexico, S.A. de C.V., of its 11-1/2% senior notes due 2005.
- Credit Suisse, as initial purchaser, in the $250 million subordinated convertible note offering for Safeguard Scientifics Inc.
- Credit Suisse, as lead underwriter, in the IPO of common stock of 724 Solutions Inc., a Canadian software company.
- Deutsche Bank AG, Barclays Capital and Royal Bank of Scotland on the $375 million financing of the $1.2 billion Southeast Supply Header Pipeline (SESH). The financing was named the "North America Oil & Gas Deal of the Year."
- Exalmar - Pesquera Exalmar S.A., a Peruvian fishing company, in connection with a $75 million syndicated credit agreement established for the purpose of providing financing for the acquisition of another fishing company in Peru.
- Goldman, Sachs & Co., as lead underwriter, in connection with the $2 billion registered secondary offering by The Kingdom of Sweden of its remaining interest in Pharmacia & Upjohn, in the form of 35,766,282 shares of common stock, in the form of shares and Swedish depositary shares.
- Grupo FAMSA, S.A. de C.V., a Mexican retailer, and its U.S.-based subsidiary, in connection with a $110 million secured credit facility provided by General Electric Capital Corporation.
- Grupo Imsa, S.A.B. de C.V. and Tarida S.A. de C.V., a special purpose acquisition vehicle for the Canales Clariond family of Monterrey, in connection with syndicated credit facilities totaling $1.8 billion for the leveraged acquisition by Tarida of a controlling interest in Grupo Imsa and subsequent tender offers for the remaining shares in Grupo Imsa.
- Grupo Imsa, S.A.B. de C.V. in connection with the sale of the company to Ternium S.A.
- Grupo Modelo, S.A. de C.V. in connection with the establishment of its Level 1 ADR facility with The Bank of New York, as depositary bank.
- Grupo Simec, S.A.B. de C.V., a Mexican AMEX-listed steel company, in its $200 million follow-on registered equity offering of Class B shares and American Depositary Shares representing Class B shares.
- Industrias CH, S.A. de C.V., a Mexican finished steel producer, in connection with its $140 million international offering of shares.
- Industrias CH, S.A. de C.V. and its AMEX-listed subsidiary, Grupo Simec, S.A.B. de C.V., in connection with the acquisition of PAV Republic Inc., a U.S. specialty bar quality steel producer, for a total purchase price of $229 million, plus the assumption of certain indebtedness.
- Intershop Communications Aktiengesellshaft, a global provider of electronic commerce software, in its IPO of 3,350,00 American Depositary Shares representing 1,675,000 bearer ordinary shares and the listing of the ADRs on the Nasdaq National Market.
- Ispat Mexicana, S.A. de C.V. (now Arcelor Mittal Mexico) in its $450 million debt restructuring involving commercial bank debt and an exchange offer of senior export notes.
- Ispat International N.V. (now part of Arcelor Mittal), a global steel company, in connection with its corporate reorganization and IPO and NYSE listing.
- J. P. Morgan and Barclays Capital, as lead underwriters, in connection with the $1.5 billion senior note offering by Ecopetrol S. A., the Colombian oil company. It was Latin Finance's Quasi-Sovereign Bond Deal of the Year in 2009.
- J.P. Morgan and Merrill Lynch as joint global coordinators of the $1.2 billion global registered equity offering for Telefónica del Peru, S.A. It was the largest equity deal in Latin America in 1996.
- Lehman Brothers Inc., as dealer manager, in connection with the $137 million private exchange offer by Aerovias de Mexico, S.A. de C.V. (Aeromexico) of its 9.75 % notes due 2000 for its existing notes due 1995 and euro-commercial paper and the concurrent solicitation of acceptances of a prepackaged plan or reorganization under the U.S. Bankruptcy Code.
- Merrill Lynch International Limited, as lead underwriter, in the offering of PRIDES by National Financiera, S.N.C., exchangeable into common stock of Teléfonos de Mexico, S.A. de C.V.
- Oppenheimer & Co. Inc., as dealer manager and lead underwriter, in connection with the registered exchange offer of American Depositary Shares representing class B ordinary shares of BAESA for the Rule 144A American Depositary Shares and the concurrent registered secondary offering of 1,500,000 American Depositary Shares. It was the first listing of an Argentine company on NYSE.
- PaineWebber Incorporated and Citicorp Securities Inc., as global coordinators, in the IPO of ADRs of Grupo Imsa, S.A. de C.V., a leading Mexican steel and battery company.
- Salomon Smith Barney, as global coordinator, in connection with the $6.5 billion exchange offer by The Republic of Ecuador of its step-up global bonds due 2012 and its 12% global bonds due 2030 for its existing "Brady" bonds, including an "exit" consent solicitation for amendments to the existing bonds and a recession of acceleration. It was the first of its kind in sovereign debt restructurings.
- Salomon Smith Barney, as lead underwriter, in connection with the $250 million Rule 144A/Regulation S offering by Kimberly-Clark de Mexico, S.A. de C.V. of its 8.875 % senior notes due 2009.
- Solana Petroleum Exploration (Colombia) Limited, as borrower, and Solana Resources Limited, as original guarantor, in connection with a $100 million three year revolving credit facility provided by BNP Paribas. The facility will finance Solana's exploration of Colombian oil reserves.
- Xignux, S.A. de C.V. (formerly known as Axa, S.A. de C.V.) a private Monterrey-based conglomerate, in connection with its $125 million private exchange offer of its 9 1/2% senior guaranteed notes due 2014 for its English law governed 9% guaranteed notes due 2004, and the related solicitation of proxies to amend the related existing notes.
Honors
Mr. Rossell was recognized by Who’s Who Legal (2010) as a leading individual in Corporate Governance.
Activities and Affiliations
Mr. Rossell is a member of the American Bar Association, the New York Sate Bar Association and the Association of the Bar of the City of New York. He is also on the advisory board of Latin American Law & Business Report and a member of SIFMA Compliance & Legal Division.
Publications
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"Accessing the U.S. Capital Markets," November 30, 2009
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"Can Mexico Develop a Local High-Yield Bond Market?," Latin American Law & Business Report, WorldTrade Executive, a part of Thomson Reuters, September 2009
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"Guide to Mexican Bankruptcy Law," (co-author), August 24, 2009
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"Mexican Bankruptcy Law Guide (Spanish Version)," (co-author), August 24, 2009
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"Options for Restructuring Publicly-Traded Debt," Project Finance NewsWire, January 2009
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"Accessing the U.S. Capital Markets," November 30, 2009
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"Can Mexico Develop a Local High-Yield Bond Market?," Latin American Law & Business Report, WorldTrade Executive, a part of Thomson Reuters, September 2009
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"Guide to Mexican Bankruptcy Law," (co-author), August 24, 2009
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"Mexican Bankruptcy Law Guide (Spanish Version)," (co-author), August 24, 2009
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"Options for Restructuring Publicly-Traded Debt," Project Finance NewsWire, January 2009
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"The SEC Refocuses on Short Selling," (co-author), law.com, January 2009
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"Construction Finance Bonds: Recent Experiences in Latin America," Latin American Law & Business, October 31, 2008
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"Nasdaq Joins NYSE and AMEX in Allowing Listing of Special Purpose Acquisition Companies (SPACs)," Client Alert, August 20, 2008
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"Certain Shelf Registration Statements Will Expire Beginning December 1, 2008," Client Alert, July 31, 2008
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"Underwriters' Due Diligence Obligations in the Wake of In re WorldCom", Wall Street Lawyer, June 2005
[ more publications ]
Speeches and Events
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OTC Investing: What You Need To Know,
New York, New York, May 18, 2010
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The Global Exchange Market: Presentation from the Irish Stock Exchange,
March 18, 2010
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Bankruptcy and Corporate Restructurings in Mexico: Recent Experiences and the Road Ahead,
New York, New York, February 2009
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"Globalization and Emerging Trends in the Capital Markets Arena," Program of the International Law and Practice Section of the New York State Bar Association, Lima, Peru, September 27, 2007
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"Unlocking the International Capital Markets for Construction Finance in Latin America," 6th Annual Securitization in Latin America Summit (SILAS 2007), Miami, Florida, May 15, 2007
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OTC Investing: What You Need To Know,
New York, May 18, 2010
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The Global Exchange Market: Presentation from the Irish Stock Exchange,
March 18, 2010
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Bankruptcy and Corporate Restructurings in Mexico: Recent Experiences and the Road Ahead,
New York, February 2009
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"Globalization and Emerging Trends in the Capital Markets Arena," Program of the International Law and Practice Section of the New York State Bar Association, Lima, Peru, September 27, 2007
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"Unlocking the International Capital Markets for Construction Finance in Latin America," 6th Annual Securitization in Latin America Summit (SILAS 2007), Miami, May 15, 2007
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"Unlocking the Capital Markets for Pre-Construction Real Estate Finance," Latin Finance 2nd Annual Cumbre Financiera Mexicana, Mexico City, Mexico, February 8, 2007
[ more speeches and events ]
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