Howard Kleinman

howard-kleinman

Howard Kleinman

Partner

New York | Three Bryant Park, 1095 Avenue of the Americas, New York, NY, United States of America 10036-6797
+1 212 698 3567 | +1 212 698 3599

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Howard Kleinman is a partner in the corporate and securities group and focuses his practice on mergers and acquisitions, capital markets and financial transactions. 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. He has particular 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 also regularly advises asset managers and alternative investment funds.

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 was recently named a “Notable Practitioner” by IFLR1000 for M&A, banking, and capital markets: debt.

Experience
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 international bondholder committee in the restructuring of Oi S.A. and its subsidiaries, the largest telecommunications company in Brazil.
Education
  • Columbia University, B.A., 1984, Honors
  • The London School of Economics and Political Science, M.A., 1986
  • New York University School of Law, J.D., 1988, Boudin Fellowship, Articles Editor of The Journal of International Law and Politics
Admissions
  • New York
Memberships
  • International Law Section, American Bar Association
  • The Association of the Bar of the City of New York
Speaking Engagements
  • 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 CongressSão 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)