Adam Brenneman’s innovative work on complex cross-border transactions includes some of the region’s largest capital markets, special situations financing, and restructuring transactions.
He regularly works for creditors and debtors in the distressed context in transactions ranging from rescue financing, distressed exchange offers and liability management transactions, DIP financings, and insolvency proceedings in the United States and Latin America, as well as other jurisdictions.
Adam’s work has been lauded by Chambers Global, Chambers Latin America, Latinvex, The Legal 500 Latin America, The Legal 500 U.S., and others, and Turnarounds & Workouts spotlighted him as an “Outstanding Young Restructuring Lawyer.” He is also a founding editor of the Emerging Markets Restructuring Journal.
Adam joined the firm in 2007 and became a partner in 2015.
IPOs, follow-on transaction, debut debt offerings, and secondary sales for issuers, underwriters, and investors in the following sectors in Latin America and the Caribbean:
- Consumer (Andean Tower Partners; Auna; Camposol; CCU; Falabella; MallPlaza; Automotores Gildemeister, Maestro Perú; Office Depot de México; FAMSA; Frigorífico Concepción; Telecom Argentina).
- Energy (Albanesi; Colbun; Fenix Power Perú; Ienova; Transportadora de Gas del Sur S.A., MSU Energia; ENAP; CGC; Trinidad Petroleum Holdings).
- Transportation (ASUR; Aerostar Airport Holdings; Grupo Traxión; LATAM Airlines).
- Real estate (Corporación GEO; Desarrolladora Homex; Macquarie Mexican REIT).
- Finance (AlphaCredit; Banco Continental; Banco del Estado de Chile; Banco Davivienda; Grupo Financiero Promerica; Credito Real; Bancolombia, and its subsidiary Banistmo; Banco Pichincha).
- Mining/manufacturing/technology (Minas Buenaventura; CAP; Algoma; Kio Networks; Mabe; CMPC).
- Sovereign (the Province of Buenos Aires; Barbados’ blue bonds).
Bankruptcy and Restructuring and Special Situations
Some of the most groundbreaking restructuring and special situations investing assignments in Latin America in the past 10 years, including:
Creditors and Investors
- Ad Hoc Noteholders Committee in the restructuring of Stoneway Capital Corporation’s 10% Senior Secured Notes due 2027 in proceedings in the United States, Canada, and Argentina and the subsequent sale of Stoneway Capital Corporation to UK affiliates of MSU Energy.
- Apollo Management Holdings L.P. in a $1 billion senior secured super priority multi-tranche debtor in possession term loan facility provided by one or more funds managed by affiliates of Apollo Global Management Inc. to Grupo Aeroméxico S.A.B. de C.V. in the voluntary reorganization and restructuring of Aeroméxico’s debt under Chapter 11 protection in the United States.
- Ad Hoc Noteholders Committee and DIP Lenders in connection with the restructuring of AlphaCredit S.A. de C.V. and its affiliates through a U.S. Chapter 11 proceeding and Mexican concurso mercantil proceeding.
- Creditor committees in the restructurings of OGX ($5.8 billion), Mirabela Nickel ($395 million total debt), Gruma ($935 million of derivative debt), Comerci (CCM) ($3 billion of bank, derivative, and bond debt), Cap Cana ($275 million in bond debt), Arendal ($100 million exchange offer in 2017 and 2019), Industrias Unidas ($420 million of indebtedness), and CorpGroup Holdings (2021).
- Fintech Investments in the closing of transactions undertaken in connection with a comprehensive settlement of the contested restructuring of Vitro, including the purchase and exchange of over $750 million of debt of Vitro and the acquisition by Fintech of a substantial equity interest in a Vitro subsidiary, and the related negotiation of secured structured financing arrangements and letter of credit facilities.
- A group of investors in the renegotiation of loans with Albanesi S.A.
- LATAM and its debtor affiliates in Chile, Peru, Colombia, Ecuador, and the United States in their voluntary reorganization and restructuring under Chapter 11. This transaction was awarded “Restructuring Deal of the Year” at the IFLR Americas Awards 2023, “Restructuring Deal of the Year” at Latin Lawyer’s 2023 Deal of the Year Awards, and “International Matter of the Year” by the American Bankruptcy Institute.
- Grupo IDESA in its 2020 exchange offer and consent solicitation involving over $600 million of debt and its 2022 exchange offer and consent solicitation and concurrent recapitalization transaction.
- Alto Maipo SpA in connection with the restructuring of over $2 billion of indebtedness through a U.S. Chapter 11 proceeding.
- Empresas ICA in the restructuring of over $3.5 billion of indebtedness through a Mexican concurso mercantil proceeding.
- Automotores Gildemeister in the 2016 and 2019 multijurisdictional distressed exchange offers for over $700 million of debt.
- Automotores Gildemeister in its pre-packaged Chapter 11 plan to restructure its debt obligations, a restructuring of almost $600 million in debt.
- Inversiones Alsacia S.A. in the restructuring of over $350 million of debt through a prepackaged Chapter 11 case and subsequently through distressed exchange offers.
- Casas GEO in over $1 billion of debt through a Mexican concurso mercantil proceeding.
- Autopistas del Sol and Hipotecaria Su Casita in voluntary exchange offers.
- Various debtors, including Garuda, Ozon, and Grupo Posadas, in connection with the U.S. securities regulatory aspects of their restructurings.
Corporate and Acquisition Finance
Complex and innovative financing transactions, including:
- Credit Suisse in over $1 billion of receivables-backed financings for Trinidad Petroleum Holdings.
- Credit Suisse as lead arranger in over $250 million of financings for a Latin American agriculture company.
- Goldman Sachs in connection with a loan facility for an Argentine borrower.
- Credit Suisse and Scotiabank as lead arrangers in Bio Pappel’s $400 million senior secured guaranteed term loan facility, secured by pledges of certain property and equipment of Bio Pappel and its affiliates.
- Goldman Sachs in connection with a loan facility for an acquisition financing in Peru.
- Credit Suisse in connection with a letter of credit facility for a Mexican borrower.
- Colbún in a sustainability-linked credit facility.
- Empresas CMPC in a $100 million sustainability-linked credit facility, one of the first of its kind in Chile.
- The shareholders of Fenix Power Peru in connection with an innovative contingent shareholder support facility.
- Banistmo in connection with a $300 million credit facility.
- Banco Davivienda in connection with a $160 million credit facility.
- A syndicate of lenders in connection with a loan to Falabella.
- Credit Suisse in over $900 million of receivables-backed financings for Trinidad Petroleum Holdings.
- A syndicate of lenders in commitments of over $1 billion for the acquisition of Enel Transmision in Chile.
- LATAM Airlines in a $200 million receivables financing from Santander.
- Grupo Los Grobo and Victoria Capital in connection with various financings.
- Various lenders in connection with loans to Mexican specialty finance company AlphaCredit and its Columbian subsidiary, Alpha Capital.
- CGC in connection with a club loan.
- Banco Pichincha in connection with a $100 million OPIC-guaranteed loan.
- Santander and Rabobank in Camposol’s $200 million credit facility.
- Syndicates of lenders led by Credit Suisse in a $40 million senior secured guaranteed term loan facility for ESEASA Construcciones.
- Metrogas S.A. in connection with a $250 million senior unsecured term loan facility with Itaú Unibanco S.A and Industrial and Commercial Bank of China.
- Telecom Argentina S.A. in connection with a $400 million loan from the International Finance Corporation.
- Morgan Stanley in a loan to Kaltex.
- Aeropuerto de Cancún, a wholly owned subsidiary of Grupo Aeroportuario del Sureste, in the amendment and restatement of its existing $215 million credit agreement.
- Credit Suisse and BBVA Bancomer in a $686 million dual-currency senior secured acquisition financing for Grupo Gigante.
- Deutsche Bank in numerous financing transactions, including loans to the government of the Bahamas, the negotiation of a series of senior secured export prepayment loan facilities for Marfrig Alimentos and its subsidiary Seara Alimentos, an export prepayment loan facility for Camera Agroalimentos.
Mergers and Acquisitions
Strategic acquisitions and divestitures for companies and family offices:
- LATAM Airlines S.A. on its joint venture with Delta Airlines.
- Pampa Energía S.A. in a mandatory cash tender offer for the class B shares of Petrobras Argentina S.A. and voluntary exchange offer for the class B shares and American depositary shares of Petrobras Argentina.
- ASUR in its acquisition of an additional 10 percent interest in Aerostar.
- Fintech Telecom in its $959 million acquisition of a controlling stake in Telecom Argentina.
- BHP Billiton in the spinoff of its noncore businesses into South32.
- Hoteles City Express and ASUR in seed investments in technology companies.
- Fintech in forming the SeaMex joint venture with Seadrill to acquire, operate and manage jackup drilling rigs in Mexico.
- América Móvil in its acquisition of the capital stock of Estesa.
- Automotores Gildemeister in the sale of 100% of the shares of its BMW business in Uruguay, and in its acquisition of Fonedar.
- Fintech Energy in its investments in Emgasud.
- Vale in its $1.6 billion acquisition of holding interests in a potash project in Argentina and the Corumbá iron ore mine in Brazil from Rio Tinto.
- Fintech Investments in its investment in Banco Sabadell and Banco Monte dei Paschi di Siena.
Infrastructure & PPP Transactions
Highly structured PPP and project financings, such as:
- The Puerto Rico Public-Private Partnerships Authority (P3 Authority) in pursuing a multipronged strategy to rebuild the island’s energy system following the unprecedented devastation of Hurricanes Irma and Maria.
- Grupo Aeroportuario del Sureste in connection with various bids for airport operations.
- Aerostar Airport Holdings, a joint venture between Grupo Aeroportuario del Sureste and PSP Investments, in a public-private partnership to operate the San Juan Luis Muñoz Marín International Airport, the first major U.S. airport to be run by a private operator under the FAA’s Pilot Privatization Program, and related financings.
FIFA in connection with the evaluation of the United States’ bid to host the 2026 World Cup.
Special Purpose Acquisition Companies (SPACs)
Sponsors, underwriters, Special Purpose Acquisition Company (SPAC) investors, and other participants in all phases of SPAC transactions, including:
- Artius Acquisition Inc. in its $630 million IPO and its subsequent business combination with Origin Materials.
- Promecap Acquisition Corp in connection with structuring and investment company issues.
- dMY III in its merger with IonQ to become the first publicly traded pure-play quantum computing company.
- dMY VI, a blank check company, in its $241.5 million IPO and subsequent business combination with Rainwater Enhancement Technologies.
- Angel Pond Holdings, a blank check company, in connection with its $300 million IPO and subsequent business combination with MariaDB.
- Goldman Sachs, the largest shareholder in ReNew Power, in ReNew’s public listing through a business combination with RMG Acquisition Corporation II.
- MELI Kaszek Pioneer Corp, a blank check company sponsored by MercadoLibre and Kaszek, in its SEC-registered $287.5 million IPO.
- Wag in connection with its business combination with CHW Acquisition Corp.
- Vivendi S.E. in its sale of a 10% interest in Universal Music Group B.V. to Pershing Square Tontine Holdings Ltd.
- Faculty; Financial Institutions, Markets, and Transactions Training Series; 2023
“The Lithium Triangle: Challenges and Opportunities for Latin America,” Cleary Gottlieb Alert Memo, with Jeffrey A. Rosenthal, Ari D. MacKinnon, Aaron J. Meyers, Boaz S. Morag, Katie L. Gonzalez, Elisa Zavala, Maria E. Manghi, Christopher P. Moore, and Pedro Martini (September 2023)
“SPAC Bankruptcies,” Turnarounds & Workouts, with Tom Kessler, Jack Massey, and Katharine Ross (June 2023)
“SEC SPAC Proposal,” Cleary Gottlieb Alert Memo, with Nicolas Grabar, Paul J. Shim and Charles W. Allen (April 2022)
“Bankers for SPAC Deals Cut Fees as Redemptions Rise,” Financial Times (March 2022)
“Emerging Market Debt Restructuring: Deferred, Not Cancelled,” with Polina Lyadnova and Jim Ho (October 2021)
“Final Rules for UK-listed SPACs,” Cleary Gottlieb Alert Memo, with Sebastian R. Sperber, David I. Gottlieb, Sarah E. Lewis, Ferdisha Snagg, Mohamed Taha, Bree Morgan-Davies, Katia Pritchard, Nicolas Grabar, and Julian Cardona (August 2021)
“SEC Brings SPAC Enforcement Action and Signals More to Come,” Cleary Enforcement Watch blog, with Nick Grabar, Rahul Mukhi, Jared Gerber, JD Colavecchio and Julian Cardona (July 2021)
“SPACs and More: Key Proposals for Change to the UK’s Listing Regime,” Cleary Gottlieb Alert Memo, with Sebastian R. Sperber, Sarah E. Lewis, Ferdisha Snagg, Chrishan Raja, Bree Morgan-Davies, Nicolas Grabar and Julian Cardona (June 2021)
“Acting Director of SEC’s Corp Fin Issues Statement on Disclosure Risks Arising from De-SPAC Transactions,” Harvard Law School Forum on Corporate Governance, April 22, 2021
“SDNY Rules Transocean’s Internal Restructuring Does Not Violate Notes Indenture,” (co-author with Richard J. Cooper, Francisco L. Cestero, Lisa M. Schweitzer, Duane McLaughlin, Sean A. O’Neal, Luke A. Barefoot, Jane VanLare, John Veraja), Cleary Gottlieb Alert Memorandum, December 23, 2020
“SPAC Sponsors Beware: The Rising Threat of Securities Liability,” (co-author with Nicolas Grabar and Jared Gerber) Cleary Gottlieb Alert Memorandum, October 21, 2020
“LATAM Market Development: Covid-19 and Its Implications on Private Sector Credits,” (co-author with Richard J. Cooper and Francisco Cestero) Cleary Gottlieb Alert Memorandum, March 31, 2020
“You Have Options: The Use of Alternative Dispute Resolution in Insolvency Proceedings,” (co-author with David Schwartz), Pratt’s Journal of Bankruptcy Law, October 1, 2017
“Turning Bust to Boom: P3 Initiatives Under PROMESA,” (co-author with Richard Cooper, Luke Barefoot and Antonio Pietrantoni), Law360, July 19, 2017
“A New World For LatAm Creditors: Insolvency Reform in Latin America,” Pratt’s Journal of Bankruptcy Law, June 2015
“U.S. State of Mind: How Latin American and other Non-U.S. Entities May Use Chapter 11 to Restructure Quickly,” Bloomberg BNA’s Bankruptcy Law Reporter, June 11, 2015
“Is Peru’s Insolvency System Ready for Foreign Creditors?” IFLR, January 6, 2015
“Chile’s Insolvency Reforms Proceed with Caution,” IFLR, July 8, 2014
“Airport Sales Take Off with LMM,” Project Finance International, May 21, 2013
“Six Restructuring Questions for LatAm Investors,” International Financial Law Review, May 1, 2013
“Expedited Restructurings in the U.S. and Select Latin American and Caribbean Jurisdictions,” Journal of Bankruptcy Law, November 1, 2011
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