Howard Kleinman

Howard Kleinman is a partner in the corporate and securities group and focuses his practice on mergers and acquisitions, capital markets and financial transactions. Mr. Kleinman is a key figure within Dechert’s vaunted Latin America practice, a practice that has extensive experience acting on behalf of a variety of clients and within a number of jurisdictions to find solutions for its clients’ most complex transactional needs. With nearly three decades of experience in the Latin American region, Mr. Kleinman regularly represents buyers, sellers and advisers in connection with domestic and cross-border mergers and acquisitions. His clients include a broad range of publicly owned and privately held companies and financial institutions based in the U.S., Argentina, Brazil, Chile, Colombia, Mexico and Peru.

Mr. Kleinman’s expertise covers a broad range of industries. He has significant experience providing strategic advice to some of the leading financial institutions in Latin America such as Brazil’s Itaú Unibanco S.A. and affiliates, Banco Bradesco S.A. and Banco Safra. Mr. Kleinman regularly advises the region’s most notable asset managers, including Brazil’s Jive Investments Consultoria LTDA, XP Asset Management, Prisma Capital, Vinci Partners and Quadra Capital; and Chile’s BICE Inversiones Administradora General and BCI Asset Management.

Mr. Kleinman represents some of the region’s leading consumer and retail businesses with respect to strategic and transformational corporate matters. Clients that Mr. Kleinman has represented include Brazil’s iFood Holdings B.V.; Chile’s Compañía Cervecerías Unidas S.A., Buda.com SpA and Viña Concha y Toro, S.A.; and Mexico’s Laguna Dairy, S. de R.L. de C.V. and Grupo LALA.

Mr. Kleinman also has significant experience advising leading regional real estate developers in connection with U.S.-focused development. Current clients include Grupo Sordo Madaleno and RLH Properties.

He has extensive expertise advising Latin American companies seeking to establish or expand their global footprint across the U.S. and abroad, and has worked on numerous complex multi-national transactions, most notably his recent representation of GMéxico Transportes S.A. de C.V. in its US$2.1 billion acquisition of the Florida East Coast Railway.

Mr. Kleinman has also represented a number of clients in high profile energy transactions in the region, including for client Transelec as part of an investor consortium that was awarded a US$1.5 billion project finance bid for the development of a 1,500-kilometer high-voltage direct current transmission line in Chile, a deal that was the largest project finance transaction in Latin America at the time of the announcement.

Mr. Kleinman also represents domestic and foreign issuers, underwriters, and others in equity and debt offerings. His experience includes U.S. registered public offerings and offerings under Rule 144A private placements, offerings outside of the U.S. under Regulation S, exchange offers, debt tenders, and consent solicitations. In addition, he counsels both U.S. and non-U.S. issuers on ongoing disclosure obligations under the U.S. federal securities law and corporate governance matters.

Fluent in English and Spanish, Mr. Kleinman has been consistently recognized for his work in the Latin American region by Chambers and Partners, where he has been cited as a “highly innovative attorney,” “technically superior lawyer” and is praised for “his tremendous commitment to clients” who “knows how Latin American markets work and how entrepreneurs think.” In addition, Mr. Kleinman has been listed among the top lawyers for M&A, debt offerings, equity offerings, and global offerings by The Legal 500 U.S., and for M&A, capital markets transactions, and banking and finance by The Legal 500 Latin America. He was named a “Notable Practitioner” by IFLR1000 for M&A, banking, and capital markets: debt. Most recently, Mr. Kleinman has been included in The Legal 500 Private Practice Powerlist: US-Mexico 2022.

Utilizing his knowledge of and experience in Latin America, Mr. Kleinman frequently authors thought leadership pieces on several topics influencing the region, including foreign investment matters, ESG mandates, energy law and corruption and bribery.

Mr. Kleinman’s expertise covers a broad range of industries. He has significant experience providing ...Continue Reading

Mergers & Acquisitions

Cinépolis, a Mexico-based cinema exhibitor, on its proposed acquisition of Moviehouse & Eatery, an upscale dine-in movie theatre circuit in Texas.
A major Latin American energy transmission company in its proposed acquisition of electricity generation assets.
Banco Bradesco Cartões S.A. in the negotiation of a new Network Participation Agreement with American Express Limited and American Express Brasil Assessoria Empresarial Ltda.
Cinemex Holdings USA, Inc. in its acquisition of Cobb Theaters, a modern, premium circuit of 28 theater locations across the southeastern United States.
Companía Cervecerías Unidas S.A., a Chilean producer of diversified beverages, in its investment in Americas Distilling Investments, LLC.
Compañía Perforadora de México S.A.P.I. de C.V. (PEMSA), a wholly-owned subsidiary of Grupo México S.A.B. de C.V., in five acquisitions of jackup rigs and drilling platforms for a total value of approximately US$1 billion for use in oil exploration and drilling in the Gulf of Mexico.
Grupo Mexico SAB de CV’s transportation business unit, GMéxico Transportes S.A. de C.V, in its acquisition of the Florida East Coast Railway Holdings Corp, a freight transportation business headquartered in Coral Gables, Florida.
Laguna Dairy, S.A. de C.V., a multinational fresh fluid dairy processor based in Mexico, in the sale of Borden to ACON Investments, LLC via an equity recapitalization.

Corporate Finance and Capital Markets

Inversiones Santa Teresita SpA, a shareholder of Grupo Patio SpA, one of Chile’s leading real estate companies, in its offering of US$25 million senior secured notes.
Inversiones SMU Matriz Limitada, a holding company of one of the largest food retailers in Chile, in several private placements.
Itaú CorpBanca as U.S. securities counsel in several filings in connection with the consummation of the merger agreement with Itaú Unibanco, Latin America’s largest private bank, pursuant to which Banco Itaú Chile merged with and into CorpBanca.
PagSeguro Digital Ltd., a Brazilian payment processor, in its US$2.6 billion U.S. initial public offering, which was recognized as the 2018 Capital Markets Deal of the Year by LatinLawyer.
SMU, S.A., a Chile-based retailer with the largest Chilean food retail business, in its US$200 million initial public offering on the Santiago Stock Exchange. Previously represented SMU SA in a US$300 million Rule 144A/Regulation S offering of senior notes, marking its first international bond offering.

Restructuring

The Official Committee of Unsecured Creditors in LATAM Airline’s Chapter 11 proceedings. LATAM Airlines is Latin America’s largest air carrier.
A U.S. creditor in connection with the bankruptcy proceedings for Alpha Credit, a technology-enabled, financial services company in Latin America.
U.S. counsel to SKY Airlines, a Chilean low-cost airline, in ongoing restructuring matters.
The international bondholder committee in the restructuring of Oi S.A. and its subsidiaries, the largest telecommunications company in Brazil.

R&W Insurance en Chile – Prieto Abogados and AON, Santiago, Chile (May 16, 2019)
“A Price Worth Paying?” Workshop – La Asociación Chilena de Administradoras de Fondos de Inversión (ACAFI), Santiago, Chile (May 15, 2019)
The Brazilian Legal Model and International Experience - ANBIMA's Investment Funds Congress, São Paulo, Brazil (April 24 - 25, 2019)
2017 Brazil Forum — Columbia Law School, New York, NY (April 21, 2017)
Why do some M&A transactions fail? Are there common characteristics? — IBA’s Mergers and Acquisitions in Latin America: Challenges and Best Practices in the Era of Compliance, Santiago, Chile (March 21, 2019)
A Price Worth Paying?: Proactive Risk Management for Corporate Counsel — Dechert LLP, Miami, FL (October 20, 2016)
Vitro and Cemex: Developments in Mexican Insolvency Law and Implications for EM Corporate Bonds — Emerging Markets Trade Association, New York, NY (November 1, 2012)
Investing in Distressed Assets in Brazil —A seminar presented by the Brazilian-American Chamber of Commerce, Inc. in association with Dechert LLP and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, New York, NY (November 16, 2010)
Brazil Legal & Regulatory Environment Overview — Mid-Atlantic Roundtable, Philadelphia, PA (August 28, 2010)

International Law Section, American Bar Association
The Association of the Bar of the City of New York

Howard Kleinman

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