Practices & Industries

Representative Matters


Representative Transactions

  • Representation of an international banking corporation in connection with various equity and debt financings transactions including:
    • An $11 million secured loan to an international company with operations in the vacation resort development, hospitality management, vacation club ownership and travel services industries;
    • A $15.3 million mortgage loan transaction with a vacation resort group;
    • A $10 million mortgage loan transaction with a vacation resort group;
    • A $14.5 million investment in an international company with operations in the vacation resort development, hospitality management, vacation club ownership and travel services industries in connection with the issuer’s public offering on the AIM market of the London Stock Exchange; and
    • A $10.5 million investment in, and $11.5 million credit facility with, a U.S. public company with operations in the jewelry and rare coin industries.
  • Representation of a U.S.-based provider of integrated IT and networking solutions, in connection with various financing and acquisition transactions including:
    • a $30.3 million debt financing involving the sale of convertible promissory notes;
    • the private placement of $35 million of convertible preferred stock;
    • a $100 million debt and equity financing transaction including the private placement of $60 million of convertible preferred stock and a $40 million credit facility;
    • a $13 million secured loan transaction involving its principal subsidiary;
    • a $5.2 million acquisition of an Argentina based provider of telecommunications solutions;
    • a $26 million acquisition of a leading integrator of telecommunications solutions with operations in Venezuela, Mexico, Panama, Ecuador, Costa Rica, Colombia and the U.S.;
    • a $20 million acquisition of a provider of long distance telecommunications services in Latin America, the U.S. and Europe;
    • a $15.8 million acquisition of a provider of wireless telephone services in American Samoa; and
    • a $15.2 million merger transaction with a Canadian public company with telecommunication services operations in the South Pacific region.
  • Representation of publicly-held company in bridge loan financing related to strategic acquisition of a company.
  • Representation of publicly-held company in its $26.0 million strategic acquisition of a company which is a leading provider of network solutions and systems integration services in Venezuela, Argentina, Mexico, Colombia, Ecuador and Central America.
  • Representation of subsidiary of publicly-held company in its $5 million strategic acquisition of a network solutions and systems integration services company with operations based in Argentina.
  • Representation of wholly-owned Cayman Islands subsidiary of publicly-held company in its $5 million strategic acquisition of a company which provides technical training and certifications which, together with its affiliates, operates in Panama, Venezuela, Brazil, Argentina and Peru.
  • Representation of a leading electronics manufacturer based in China, and several of its subsidiaries and affiliates in China, the U.S., and the British Virgin Islands, in connection with the sale of certain assets and divisions as well as the private placement of securities.
  • Representation of an affiliate of a leading electronics manufacturer based in China in connection with an $8 million investment by an affiliate of a multinational computer technology and consulting corporation.
  • Representation of a Brazilian regional airline in connection with a $40 million medium term Euro Note program.
  • Representation of a Brazilian-owned bank with operations in the Cayman Islands in connection with the liquidation of over $200 million in assets.
  • Representation of Latin American DTH systems owner and operator in connection with the acquisition of systems components.
  • Representation of a U.S. software and hardware manufacturer as its Latin American outside counsel.
  • Representation of a Brazilian HMO organization in licensing its custom software for use in Brazil.
  • Representation of plastic products manufacturer as its Latin American outside counsel.
  • Negotiation of agency and distribution agreements for Central and South America for U.S. chemical manufacturer.
  • Representation of a major U.S. health insurance provider as its Latin American outside counsel.
  • Representation of Latin America-wide ISP in the asset acquisition of a competitor and in a merger with a competitor.
  • Formation and ongoing representation of U.S. subsidiary of Argentine-based internet company.
  • Establishment of joint venture between a Portuguese software distributor and a U.S. software manufacturer for the distribution of software in Brazil.
  • Representation of a U.S.-based cable television company in its acquisition and operation of cable television systems in Latin America.
  • Establishment of European distribution network for a U.S. testing laboratory.
  • Advice to the U.K. investment arm of a U.S. financial services company regarding the U.S. aspects of a management buy out of a European company.
  • Negotiation of television series and development agreements for Mexican production company with a U.S. television network.
  • Acquisition of a division of a municipal waste treatment company for French chemical company.
  • Acquisition of division of Florida based national distributor of auto wheels and accessories for a European company.
  • Negotiation of advertising and public relations contracts for U.S. and Latin American companies.
  • Representation of a Latin American sporting event promoter in the United States.
  • Representation of a worldwide chemical manufacturer in connection with its restructuring for operational and tax efficiency reasons.
  • Representation of a non-U.S. insurance company to determine if sales of life and health insurance through intermediaries on a non-admitted basis were permissible under local law in 20 Latin American countries.
  • Representation of a U.S. service provider to the cellular industry in numerous international matters.
  • Representation of a U.S. telecommunications company providing bridge loan facility to a U.S. entity having multiple non-U.S. subsidiaries (Europe and Latin America) and securing stock and asset pledges from all of the subsidiaries.
  • Representation of a non-U.S. entity in its acquisition of a majority interest in a Colombian food company.
  • Representation of a U.S. telecommunications company in its acquisition of a majority interest in an Argentine telecommunications company.
  • Representation of a U.S. cable television company in connection with the solution of a shareholder dispute.
  • Representation of a U.S. company in connection with an international distribution dispute arbitrated in Geneva, Switzerland.
  • Representation of major plastic products manufacturer as its Latin American outside counsel including dealing with collection issues and negotiating agency and distribution agreements.
  • Representation of a joint venture company established by a U.S. oil company and a European industrial company involving supply contracts for petroleum by-products and in connection with the company’s operations in a Latin American country.
  • Representation of one of the major European oil companies in the negotiation and documentation of a joint venture in a Caribbean nation.
  • Representation of a Liechntenstein asset management company in the $1.0 billion sale of its international asset management division.
  • Representation of publicly-held publisher in all aspects of its business, including corporate governance and various sales, mergers, acquisitions and swaps (including the $420-million sale of its online subsidiary to a British company).
  • Representation of a privately-held commercial plastics company in the sale of its 33 subsidiaries (in the U.S., Latin America and Europe) to a division of General Electric Company.
  • Representation of a publicly held company in the United Kingdom in its $113.0 million acquisition of 27 companies in the U.S., Latin America, Europe and Asia.
  • Representation of a multi-national, direct broadcast satellite company, in joint ventures in Argentina and Colombia and in general corporate matters.
  • Representation of an offshore fund and a U.S. bank in the formation of a U.S. $100 million fund to invest in U.S. real estate and the creation of various investment joint ventures.
  • Representation of a Delaware company in its restructuring and sale of a well-known political magazine to Canadian investors.
  • Representation of a publicly-held .com company in corporate governance, various mergers and acquisitions in the U.S. and Latin America and the sale of its domain name and related assets to a Spanish entity.

Representative Litigation Matters

  • Representation of Milan, Italy-based marine hose manufacturer in federal criminal conspiracy charges relating to alleged violations of The Sherman Act that occurred in the U.S. and throughout the world from 1999 forward.
  • Representation of Japanese manufacturer in class action products dispute in the United States.
  • Representation of Canadian business ventures in dispute with Central American business concerns and principals.
  • Representation of Tel Aviv corporation in shareholder dispute with United States interests.
  • Representation of German pharmaceutical company in commercial dispute with United States joint venturer.
  • Representation of United States importer in dispute with Mexican exporter.
  • Representation of German chemical company in products litigation against Ecuadorian businesses.
  • Representation of United States business on issues of international jurisdiction relating to B2B internet operations.
  • Representation of United States airline in wrongful death litigation with South American plaintiffs.
  • Representation of United States manufacturer in products litigation in South America.


© Copyright 2010 by Carlton Fields