1301 Avenue of the Americas
New York, NY 10019-6022
United States of America

Chadbourne & Parke, S.C.
Paseo de Tamarindos No. 400-B Piso 22
Col. Bosques de las Lomas,
05120 México City D.F.
Mexico

+1 (212) 408-1057
+52 (55) 3000-0605
mrossell@chadbourne.com

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Marc M. Rossell

Partner

Marc Rossell has extensive experience in securities offerings, including both equity and debt offerings. He was named one of the “Outstanding IPO Lawyers in 2000” by IPO Journal, representing issuers and underwriters in many internet and technology company IPOs. Mr. Rossell has also been 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 Argentina, Chile, Mexico, Peru, Venezuela and other countries. 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. More recently, he has focused on the issuance of project bonds to finance construction projects in several innovative transactions.

Representative Matters

Throughout his career, Mr. Rossell has counseled a global and diverse client base. Notable representations include:

  • Aeropuertos Argentina 2000 S.A., the airport concessionaire for 33 of Argentina's airports, in a US$300 million secured note offering collateralized by revenue rights derived from the company's concession contract. This was one of only a handful of debt offerings by an Argentine company in 2010. This offering won the “Structured Financing Deal of the Quarter Century Award” and was cited as the “Structured Financing Deal of the Year in 2011” by Latin Finance.
  • AES Corporation and AES Gener S.A. in connection with the US$700 million recapitalization for AES Gener S.A., including cash tender offers and consent solicitations for its outstanding convertible and Yankee bonds, a US$400 million offering of high-yield senior notes and the restructuring of intercompany debt.
  • Banco Nacional de Mexico, S.A. Integrante del Grupo Financiero Banamex, as Administrative Agent, in connection with the dual-currency US$450 million guaranteed term loan facility for Elementia, S.A.
  • Bank Advisory Committee for Brazil, and Citibank, N.A., as administrative agent, in the restructuring of the external public sector debt of the Federative Republic of Brazil in "Phase II" of Brazil's restructuring in 1983-1984.
  • Bank Advisory Group for Jamaica, and the Bank of Nova Scotia, as administrative agent, in the restructuring of the external debt of Jamaica in 1985.
  • 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 US$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 the US$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.
  • BBVA Bancomer S.A. and a syndicate of 8 banks as US counsel for the US dollar portion of a US$180 million five-year term loan credit agreement for Grupo Senda, a leading provider of bus transportation services in Mexico and parts of the United States.
  • Chase Securities Inc., as lead underwriter, in the US$250 million registered high-yield bond offering for Grupo Industrial Durango, S.A., a Mexican paper company.
  • Citibank as Administrative Agent and Lender in connection with a secured financing for EGE Haina, a Dominican Republic power company.
  • Citibank, N.A., as Administrative Agent, in connection with the US$100 million secured financing for Taca Airlines.
  • Citibank, N.A., as lead arranger, in connection with the offering by The United Mexican States of US$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.
  • Citigroup Global Markets, as sole underwriter, in connection with a Rule 144A/Regulation S US$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 US$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 US$3 billion global IPO and equity offering for YPF, S.A., the Argentine state-controlled oil company, the largest privatization in Latin America to date.
  • Credit Suisse, as initial purchaser, in connection with the US$145 million Rule 144A and 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 US$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 US$375 million financing of the US$1.2 billion Southeast Supply Header Pipeline (SESH). The financing was named the "North America Oil & Gas Deal of the Year" by Project Finance International.
  • Empresa Nacional del Petróleo (ENAP),  as borrower, in connection with a US$200 million senior unsecured credit facility.
  • Exalmar - Pesquera Exalmar S.A., a Peruvian fishing company, in connection with a US$75 million syndicated credit agreement.
  • Goldman, Sachs & Co., as lead underwriter, in connection with the US$2 billion registered secondary offering by The Kingdom of Sweden of its remaining interest in Pharmacia & Upjohn, in the form of shares of common stock and Swedish depositary shares.
  • Grupo FAMSA, S.A. de C.V., a Mexican retailer, and its U.S.-based subsidiary, in connection with a US$110 million secured credit facility.
  • Grupo Cobra, part of Grupo ACS from Spain, and Empresa de Mantenimiento, Construccion y Electricidad, on the US$132.8 million cross-border private placement for the construction of Eten Cold Reserve Power Project a 223MW dual thermal cold reserve power plant in the Province of Ciclayo. This deal was named 2014 “Best Bond Deal of the Year” by LatinFinance.
  • Grupo Imsa, S.A.B. de C.V. and Tarida S.A. de C.V., a special purpose acquisition vehicle, in connection with syndicated credit facilities totaling US$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 US$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 US$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.
  • 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 NASDAQ.
  • Isolux Infrastructure Netherlands B.V. in its successful proposal and related financing for the concession to design, build, finance, operate and maintain Section 5 of the I-69 highway corridor in Indiana pursuant to a public-private partnership. The Project includes approximately US$244 million of private activity bonds (PABs) issued by the Indiana Finance Authority, approximately US$40 million of equity investments and US$80 million of public investment by the State of Indiana in the form of milestone payments.
  • Ispat International N.V. (now part of Arcelor Mittal), a global steel company, in connection with its corporate reorganization and IPO and NYSE listing.
  • Ispat Mexicana, S.A. de C.V. (now Arcelor Mittal Mexico) in its US$450 million debt restructuring involving commercial bank debt and an exchange offer of senior export notes.
  • J.P. Morgan as initial purchaser in connection with a US$550 million offering of 9.25% senior secured notes of Aeropuertos Dominicanos Siglo XXI, S.A., the owner of the concession of most of the airports in the Dominican Republic.
  • J.P. Morgan Chase Bank, N.A. and a syndicate of nine banks in connection with a US$1 billion guaranteed three-year revolving credit agreement for Mexican industrial group Mexichem, SAB de CV.
  • J. P. Morgan and Barclays Capital, as lead underwriters, in connection with the US$1.5 billion senior note offering by Ecopetrol S. A., the Colombian oil company. It was LatinFinance's “Quasi-Sovereign Bond Deal of the Year” in 2009.
  • J.P. Morgan and Merrill Lynch as joint global coordinators of the US$1.2 billion global registered equity offering for Telefónica del Peru, S.A., the largest equity deal in Latin America in 1996.
  • Lehman Brothers Inc., as dealer manager, in connection with the US$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, the first listing of an Argentine company on the NYSE.
  • PaineWebber Incorporated and Citicorp Securities Inc., as global coordinators, in the IPO of Grupo Imsa, S.A. de C.V., a leading Mexican steel and battery company, and its listing on the NYSE.  
  • Promotora y Operadora de Infraestructura, S.A.B. de C.V. (PINFRA), as issuer, and a group of selling shareholders, in a US$285 million Rule 144A and Regulation S global primary and secondary offering of ordinary shares of PINFRA, one of the largest owners and operators of concessions of infrastructure projects in Mexico  and,in connection with PINFRA’s filings with the Securities and Exchange Commission in order to terminate its reporting obligations under the U.S. Securities Exchange Act of 1934.
  • Salomon Smith Barney, as global coordinator, in connection with the US$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 US$250 million Rule 144A and 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 US$100 million three-year revolving credit facility provided by BNP Paribas.
  • Xignux, S.A. de C.V. (formerly known as Axa, S.A. de C.V.) a private Monterrey-based conglomerate, in connection with its US$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

Recognized in the inaugural issue of The Legal 500 Latin America for his work in Capital Markets and Banking and Finance. Recognized by Chambers Global (2014) as a Corporate foreign expert in the US. Recognized by Who’s Who Legal (2010) as a leading individual in Corporate Governance.

Activities and Affiliations

Member of the American Bar Association, the New York State Bar Association, the Association of the Bar of the City of New York, as well as a committee member of the Cyrus R. Vance Center for International Justice. Member of SIFMA Compliance & Legal Division. Fellow of the American College of Investment Counsel.

Publications


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Speeches and Events


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Practice Areas

Capital Markets

Telecom, Media and Technology

Corporate/Transactional

Corporate

Corporate Governance and Risk Oversight

Finance

Bankruptcy and Financial Restructuring

Securities Compliance

Industries

Energy

Food and Beverage

Mining and Metals

Pharmaceuticals and Medical Devices

Regions

Latin America

North America

Brazil

Education

  • American University of Paris, A.A., 1974
  • University of Paris II (Panthéon-Assas), D.E.A., 1979
  • University of Pennsylvania, LL.M., 1982

Admissions

1984

New York

1990

U.S.D.C. - S.D.N.Y.

Languages

English

French

Spanish