Carey has represented Patria Investments in the Chilean aspects of the sale of its controlling interest (90%) in its ODATA subsidiaries in Latin America (Brazil, Chile, Colombia, Mexico and Uruguay).
The transaction was governed under New York law and involved the coordination of the various legal advisors of each of the parties, Patria and Cyrus One, as sellers, and Aligned Data Centers, as purchaser. In addition, the sale was conditional on the prepayment of senior credit, VAT and bridge loans to which ODATA was a party, which also involved the coordination of the various advisors of the financial institutions involved.
The transaction, worth USD 1.4 billion, was closed on 19 May and involved the jurisdictions of Brazil, Chile, Colombia, Mexico, USA (New York) and Uruguay. Pinheiro Neto, Proskauer Rose and Brigard Urrutia also advised Patria in Brazil, the US and Colombia, respectively; while CMS Carey y Allende acted as advisor to the minority shareholder in Chile, and Vinson & Elkins and Claro y Cía, respectively, advised the buyer in New York and Chile.
The main challenge of the transaction was obtaining regulatory approvals in each country and complying with the various conditions precedent in each of the jurisdictions involved. In addition, as there were outstanding receivables from the company being sold, it was necessary to coordinate the simultaneous execution of the respective prepayments and cancellations of guarantees to satisfy the condition to sell the shares unencumbered and at the same time the buyer could carry out the financing of the purchase.
Mariana Brito, Erika Patara and Valentina Ojeda acted as in-house counsels to Odata.
Claro y Cía’s team consisted of partner Hernán Felipe Valdés, counsel Isabella Mac-Auliffe, and associates María Soledad Valenzuela, Sofía La Roche, Bastián Cabrera, Felipe Pérez, Fernando de Castro.
Vinson & Elkins’ team was represented by partner Nicole Hamill and associate Tania Pinon.
CMS Carey & Allende’s team was joined by partner Jorge Allende and associate Enrique Vergara.
Pinheiro Neto’s team comprised partner Miguel Tornovsky and associates Filipe Coube Ferraz, Frederico Pinto de Souza, Bruna Pavanello and Tatiana Dutra Bacchin.
Proskauer Rose’s team included partner Philip Kaminski and associates Gloria H. Kim, Lauren Kim, Joseph O’Brien.
Brigard Urrutia’s team was made up of partner Tomás Holguín Mora, director Daniel Duque Estévez and associate Nicolás Alonso.
Carey’s team was led by partners Pablo Iacobelli (pictured left), Cristián Eyzaguirre (pictured centre, left), Manuel José Garcés (pictured centre, right) and Fernando Noriega (pictured right), with support from director Alejandra Risso, lawyers Daniela Pfeffer, Ignacio Alfaro, Constanza Rivera, Javiera Álvarez, Victoria Alonso, José Pedro Fuentealba, Sofía Delporte, Felipe Reyes and accountant Javier Leiva.