Debt and Equity Finance

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Emerging market finance is the core of our practice. We have helped clients negotiate and close both equity and debt investments around the globe. Since opening for business in 2005, we have closed more than 100 transactions, working with and across from project sponsors, development finance institutions, export credit agencies, commercial lenders, and other investors. We offer big firm experience with entrepreneurial flexibility. Without the overhead and management burdens of large law firms, we can focus our attention and energies on finding solutions to our clients’ problems.

Areas of expertise include:

Infrastructure and renewable energy. Our lawyers have the skills and background to advise on the development and financing of a wide range of infrastructure projects. Examples include:

Advising development finance institution providing political risk insurance to a lending group toll road development in Central America
Advising an export credit agency on financing for three grid-connected solar PV power generation projects ranging from 5 megawatts to 15 megawatts
Representing a developer on remote or isolated grid-connected mini hydro power generation projects in Sri Lanka
Representing developer on all stages of development, financing, and sale of a portfolio of mini run-of-river hydro power generation projects in East Africa
Advising developer on financing for distributed power generation in East Africa using bio-gassification
Providing advice on debt and equity financing to early stage renewable energy companies developing distributed power in emerging markets
Providing policy and legal advice to governments, particularly in the Caribbean, on the development of and conversion to a renewables-based energy economy

Bank capitalization; financial intermediary lending; onlending transactions. We have extensive experience representing clients on loans and other investments in banks, non-bank financial institutions, and other financial intermediaries. Since 2010, we have closed more than 22 loan transactions involving capitalization of banks and finance companies. Many of these transactions have been in support of small and medium-sized downstream lending and housing finance. Examples include:

Representing commercial lender on $30 million loan to regulated bank for the origination of residential mortgage loans in Costa Rica
Advising finance company on a $65 million credit facility to finance mortgage lending in Middle East/North Africa
Representing commercial lender on $10 million facility to expand SME lending in South Africa
Representing lender on $10 million financing to expand borrower’s equipment leasing capacity in Honduras
Representing finance company on $25 million in loans to Indian microcredit institutions
Representing finance company on $10 million to a commercial bank in Turkey

Fund leverage. Few firms match our expertise structuring and implementing fund investment transactions that utilize debt instruments. We have worked extensively both as in-house counsel and as outside counsel for one of the largest providers of debt capital to funds that operate in emerging markets. Illustrative transactions include:

Representing lender on $85 million fund leverage facility to sub-Saharan Africa buyout fund
Representing lender on $65 million fund leverage facility to Latin America real estate fund
Representing lender on $85 million fund leverage facility to global frontier markets fund of funds

Impact investment. With our background in cross-border investment and development finance, HSM represents a wide range of for profit and not for profit companies pursuing triple bottom-line returns in emerging markets. We have advised on a wide range of social impact investment projects including fund creation, structured finance, and subordinated loan facilities. We also provide program advice and guidance to impact investors to help them streamline their programs and extend their reach and impact.

Government guarantee programs. HSM attorneys have acted on transactions involving U.S. government guarantees provided by OPIC, U.S. Export Import Bank, and U.S. Department of Agriculture as well as by various export credit agencies.

Acquisitions. HSM represents clients on both the buy-side and the sell-side of equity deals. Illustrative HSM transactions include:

Representing entrepreneur shareholders, including CEO, in sale of East African restaurant chain to private equity fund and related employment and earn out arrangements
Representing cable and media group in multiple rounds of debt and equity investment totaling more than $100 million by strategic, financial, and development investors
Representing investor in $50 million issuance of development capital certificates (referred to as certificados de capital de desarrollo or CKDs) in listed credit opportunities trust in Mexico
Representing Central America bank in buy-back of preferred shares, issuance of common shares, and corporate restructuring

Government-guaranteed lending

We represent sponsors, borrowers, lenders, and government guarantors on a wide range of projects benefitting from investment support, either in the form of government guarantees or financing from development finance institutions. In the United States, we have in-depth experience with the investment support programs of Overseas Private Investment Corporation, U.S. Export-Import Bank, and U.S. Department of Agriculture, to name a few. We have also worked extensively with programs offered by multilateral and other development finance institutions including International Finance Corporation, Africa Development Bank, and European Investment Bank.

Cross-border and emerging market investment

Our experience includes structuring, negotiating, and documenting transactions in a wide range of market sectors. We have particular expertise in emerging markets. Over the years, we have advised on numerous project and structured finance and leveraged equity transactions in more than 50 emerging market countries. Our clients appreciate our ability to anticipate and efficiently manage the effect of local law issues on a transaction. In many countries we have established strong relations with outstanding local counsel. We advise U.S. clients on their non-U.S. investments and non-U.S. clients with respect to projects involving U.S. investment.

Investment Funds

A core practice of the firm is representation of investors in private equity and related investment funds, and particularly public institutions investing in funds that operate in emerging markets. Our experience includes representing investors in connection with over 45 such funds and advising on the design and implementation of fund of funds programs and investment fund formation.

Sovereign representation

Our lawyers advise the U.S. Government, multilateral, and international organizations, and other sovereigns. Advice has included analysis of natural resource, power, transportation, privatization, trade, and investment legislation, and policies. In many instances the representation required drafting assistance on a range of laws, regulations, and agreements, including company and privatization laws, model concession agreements, and government procurement procedures.

Corporate and General

Our attorneys represent private and public sector entities in connection with debt and equity financings, private placements, debt restructurings, stock and asset sales and acquisitions, joint ventures, outsourcing agreements, and the privatization, construction and financing of infrastructure projects. We have structured, drafted and negotiated a wide variety of debt offering and loan agreements, stock and asset sales and purchase agreements, equipment leasing and purchase agreements, joint venture agreements, licensing agreements, construction agreements, operating agreements and related security agreements. In addition, we routinely advise on corporate organization and governance matters.

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