Nicholas E. Rodriguez
Nicholas is a seasoned, strategic practitioner who is “service-oriented and provides simple answers to complicated issues.” With more than 20 years of experience, his diverse corporate practice focuses on complex domestic and cross-border M&A transactions, national and international private equity, joint ventures, and restructurings. He has extensive experience in the energy, infrastructure, financial services, media, and telecommunications sectors, representing clients in the United States, Latin America, and Europe.
Key Matters
Some of the experience represented below may have been handled at a previous firm.
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Represented a Latin American company with the acquisition of a manufacturing business in El Salvador.
- Advised Educational Testing Services, Inc., and its wholly owned subsidiary, Queststar Assessment, Inc., in the divestiture of educational testing assets to NWEA.
- Advised Sensata Technologies, Inc., in its acquisition of Spear Power Systems, a leader in lithium-ion based energy storage solutions for mission-critical and demanding end user applications.
- Advised Paymentez, LLC, in the sale of its subsidiary SpeedETab to Wix Restaurants.
- Advised SpeedETab, Inc., a restaurant ordering and payment technology provider, in its sale to Wix.com, Inc. (NASDAQ: WIX), a global leader in software development, cloud-based services, e-commerce, and other online services.
- Advised PGT Innovations, Inc., in its US$108M acquisition of a 75 percent ownership stake in Eco Window Systems and its related companies, which are leading manufacturers and installers of aluminum, impact-resistant windows and doors serving the South Florida region, as well as PGTI's related US$60M Rule 144A and Regulation S add-on offering of 6.75% Senior Notes due 2026.
- Represented Chevron Petroleum Company ("Chevron"), a subsidiary of Chevron Corporation (NYSE: CVX), in the sale of its 43 percent interest in the Association Contract and related rights and assets, pursuant to which Chevron operates certain upstream natural gas assets in the Chuchupa natural gas field in the Caribbean Sea and Ballena fields in the province of La Guajira, Colombia, to Hocol, S.A., a subsidiary of state-owned Ecopetrol S.A.
- Advised JinkoSolar Holding Co., Ltd., one of the world's largest and most innovative solar panel manufacturers, in the sale of two solar photovoltaic (PV) plants in Mexico to White River Renewables.
- Represented a Central American conglomerate in the acquisition of a significant strategic real estate holding in Honduras.
- Advised PGT Innovations, Inc., a national leader in premium windows and doors, including impact-resistant products, in connection with its US$92M cash acquisition of NewSouth Window Solutions, subject to adjustments. The purchase price was backstopped by a US$100M bridge facility and funded with an approximate US$55M add-on offering of 6.75% Senior Notes due 2026 issued in a Rule 144A/Regulation S offering, together with cash on hand.
- Advised Exceda in its sale to Akamai Technologies, including assets in Brazil, Argentina, Chile, Mexico, and the United States.
- Advised Credicorp Holdings Colombia S.A.S. and Credicorp Capital Fiduciara S.A. in the acquisition of 100 percent of the capital stock of Ultraserfinco S.A. Comisionista de Bolsa.
- Advised Hard Rock International on the acquisition of JACK Cincinnati Casino, located in downtown Cincinnati, Ohio, together with VICI Properties, Inc., and Turfway Park, located in Florence, Kentucky, for an aggregate purchase price of approximately US$745M in cash.
- Advised ENGIE in the US$8.6B acquisition and related financing of 90 percent of Transportadora Associada de Gás SA ("TAG"), the largest natural gas transmission network owner in Brazil, from Brazilian state oil company Petróleo Brasileiro SA (Petrobras). The acquisition is the largest cash acquisition and privatization in Brazil. The winning offer for the 90 percent equity stake in TAG was made by a consortium composed of ENGIE S.A, ENGIE Brasil Energia, and Caisse de dépôt et placement du Québec (CDPQ), after a competitive bidding process. Petrobras will maintain a 10% equity stake in TAG. The transaction has received the LatinFinance Cross-Border M&A Deal of the Year award, the LatinFinance Oil and Gas Financing Deal of the Year award, the Latin Lawyer M&A (Private) Deal of the Year award, the PFI Deal of the Year-Americas award, the International Financial Law Review (IFLR) M&A Deal of the Year award at its Americas award, the Infrastructure Investor Global Deal of the Year award, the IJ Global M&A Deal of the Year – Americas award, and the Proximo Oil and Gas Acquisition Deal of the Year award.
- Represented Paraguay Energy S.A., an affiliate of Copetrol S.A., in connection with its US$130M financing to fund the acquisition of Petrobras' operations in Paraguay from Petrobras International Braspetro B.V.
- Represented a Central American conglomerate in connection with the acquisition and related financing of an agricultural and energy business, subject to post-closing adjustments.
- Advised Telemóvil El Salvador S.A. de C.V. ("Tigo El Salvador"), a subsidiary of Millicom International Cellular S.A., in the sale of up to approximately 800 wireless communications towers to a subsidiary of SBA Communications Corporation ("SBA"). As a result of the transaction, Tigo El Salvador received approximately US$145M in cash. Additionally, Tigo El Salvador and SBA entered into a long-term leasing agreement whereby SBA will provide Tigo El Salvador with wireless communications towers to support Tigo El Salvador's wireless networks and rollout plans.
- Advised Nutrien Ltd., in the US$4.1B sale of Nutrien’s stake in Sociedad Química y Minera de Chile S.A. to Tianqi Lithium Corporation.
- Advised Mapei S.p.A. with the acquisition of Productos Bronco, which is based in Medellin, Colombia and has operations in Colombia and Panama.
- Advised One Equity Partners in connection with its acquisition of OneLink Holdings, S.A., a provider of business process outsourcing services.
- Advised PGT Innovations in its acquisition of Western Window Systems from PWP Growth Equity, the middle market private equity group of Perella Weinberg Partners, for US$360M in cash.
- Advised Millicom International Cellular S.A. and its subsidiary Telefónica Celular del Paraguay S.A.E. in the sale of approximately 1,400 wireless communications towers to a subsidiary of American Tower Corporation in Paraguay for approximately Gs700B (US$125M) in cash.
- Advised Greystar Real Estate Partners, LLC, in its joint venture with AXA Investment Managers - Real Assets, acting on behalf of its clients, and CBRE Global Investment Partners (CBRE GIP), also acting on behalf of its clients, in its acquisition of a portfolio of 37 student residences in Spain (33 operating and four under development) owned by Grupo RESA, Spain's market leader in student accommodation, from Azora, Arta Capital, Banca March, and Mutua Madrileña. This transaction represents the largest investment transaction in student housing on the Iberian Peninsula.
- Advised Colombia Móvil S.A. E.S.P. (Tigo), a subsidiary of Millicom International Cellular S.A., in its US$147M sale of approximately 1,200 wireless communications towers to a subsidiary of American Tower Corporation (ATC) in Colombia. As part of the transaction, ATC leased wireless communications towers to Tigo to support its wireless networks.
- Represented affiliates of Atlas Holdings, LLC, in its acquisition of the Interactive Printer Solutions ("IPS") division of NCR Corporation. IPS is a leading global provider of innovative consumable products and solutions for transactions, logistics, and business processes in the retail, financial, hospitality, e-commerce, warehousing, distribution, and manufacturing industries. The transaction included the acquisition of manufacturing facilities in both Chile and Mexico, as well as other operational assets in other countries in the region, including Spain. The first phase of the transaction included all dedicated assets of NCR's IPS division, including all worldwide manufacturing facilities and strategically located IPS distribution centers and the IPS employees, other than in the Middle East and Africa (MEA) region.
- Advised Eutelsat Americas, one of the world's leading and most experienced operators of communications satellites, in its sale of Alterna’TV, a Miami-based content distribution platform that provides principally Latin American channels to cable and Internet TV operators in the United States, to CANAL+ Group (through its subsidiary, THEMA).
- Advised NII Holdings, Inc. ("NII"), in the sale of 100 percent of Nextel Communications Argentina S.R.L. ("Nextel Argentina") to Grupo Clarin S.A. for an aggregate cash consideration of US$178M. The sale was structured as a transfer of a 49 percent equity interest in Nextel Argentina to Grupo Clarin on September 11, 2015, and included the grant of a call option, secured by a promissory note and equity pledge in favor of Grupo Clarin, for the remaining 51 percent equity interest in Nextel Argentina. On January 27, 2016, Grupo Clarin exercised its call option and NII transferred the remaining 51 percent of Nextel Argentina to subsidiaries of Grupo Clarin. Nextel Argentina provides wireless services in major business centers including Buenos Aires, Cordoba, Rosario, and Mendoza, along related transportation corridors and in a number of smaller markets. This was the first transaction reviewed by Argentina's then new communications regulator, ENACOM. The transaction was subject to approval by ENACOM. Argentina's former President Cristina Kirchner attempted to block the transaction when it was first announced in September 2015. AFTIC, Argentina's former telecommunications regulator, created by former President Cristina Kirchner, rejected the initial sale of the 49 percent interest in Nextel Argentina to Grupo Clarin and the overall transaction and took regulatory action against Nextel Argentina to void the transaction.
- Advised NII Holdings, Inc. ("NII"), in the sale of companies operating under the name Nextel Mexico, including spectrum licenses, network assets, retail stores and subscribers in Mexico, to AT&T.
- Advised a subsidiary of Overstock.com in connection with the acquisition of Data IFX S.A.S., a Colombian financial, software, data, and media company.
- Advised Atlas Holdings in the acquisition of three aluminum rolling mill facilities in Europe from Alcoa Inc. and the launching of Aludium, Atlas's newest operating company, with the acquisition of the rolling mills in Spain and France. Aludium produces engineered, high quality products for a broad array of sectors including building and construction, brights and decoration, closures, and cosmetics.
- Advised Mexichem, S.A.B. de C.V., in its US$630M acquisition of Dura-Line, an international manufacturer and distributor of communication and energy infrastructure products and systems including conduit, cable-in-conduit, pipe, and accessories.
- Advised NII Holdings, Inc., and its affiliates, NII Mercosur Telecom, S.L., NII Mercosur Móviles, S.L., and NII International Telecom S.C.A., in its sale of Nextel Chile S.A. to Fucata SA, a joint venture comprised of Grupo Veinititrés, Optium Advisors, and ISM Capital.
- Advised Gavilon, LLC, in the sale of their equity interests in the diversified midstream energy business owned by funds managed by Ospraie Management, General Atlantic, and Soros Fund Management, on a cash free, debt free basis to NGL Energy Partners LP for US$890M.
- Advised NII Holdings, Inc., in the sale of 100 percent of the equity of Nextel del Perú S.A., a Peruvian subsidiary of NII Holdings, Inc., to Empresa Nacional de Telecomunicaciones S.A. for US$410.6M. This transaction was awarded "South American Corporate Deal of the Year (Large)" at the 2013 Americas M&A Atlas Awards annual ceremony. Hosted by Global M&A Network, the ceremony honors the best achievements from the North and South American deal communities.
- Advised Gavilon Holdings, LLC, on its US$2.7B acquisition by Marubeni Corporation, one of the largest general trading companies in Japan.
- Advised Enjoy S.A. in its acquisition of 45 percent of Baluma S.A., the Caesars Entertainment Corporation subsidiary which owns and operates the Conrad Punta Del Este Resort and Casino in Punta Del Este, Uruguay for US$139.5M in cash and stock.
- Represented a sovereign wealth fund in connection with its investment in BR Towers S.A., a cellular communications tower operator in Brazil.
- Advised a sovereign wealth fund in connection with its significant investment as a limited partner in Altra Private Equity Fund II, L.P., a Latin America-based private equity fund with capital commitments of approximately US$356M focused on investment opportunities primarily in South America.
- Advised Verint Systems Inc., in its acquisition of all the outstanding shares of a privately held provider of communications intelligence solutions, data retention services, and network performance management, based in the Americas region. This acquisition expanded Verint's Communications Intelligence product portfolio and increases its presence in this region. Verint acquired this company for approximately US$10.9M in cash at closing. Verint also agreed to make potential additional cash payments of up to approximately US$23M, contingent upon the achievement of certain performance targets over the period ending January 31, 2014.
- Advised S. Holding Inc., in its 49% equity investment in each of two single-asset limited liability companies owning and operating commercial real estate centers in New Jersey.
- Provided advice to IXE Banco, S.A. Institucion de Banca Multiple, IXE Group Financiero, in connection with its issuance of US$120M of 9.25% Non-Preferred Non-Cumulative Subordinated Fixed Rate Notes due 2020 in a Rule 144A and Regulation S offering.
- Advised Crédito Real, S.A. de C.V., SOFOM, E.N.R., one of the principal payroll lending, durable goods financing, and microcredit finance companies in Mexico, in connection with its issuance of US$60 million of 10.25% Senior Notes in a Rule 144A and Regulation S offering, initial purchaser Banc of America Securities LLC.
- Advised Intelligroup, Inc., in its US$199M acquisition agreement by NTT DATA Corporation, the Japan-based leading IT services company. NTT DATA acquired Intelligroup through an all-cash tender offer, followed by a second-step merger to acquire all remaining shares at the same price paid in the tender offer.
- Represented Crédito Real, S.A. de C.V., SOFOM, E.N.R., one of the principal payroll lending, durable goods financing, and microcredit finance companies in Mexico, in connection with its issuance of US$150M of 10.250% Senior Notes due 2015 in a Rule 144A and Regulation S offering, initial purchaser Banc of America Securities LLC.
- Represented Abbeyfield Co. Ltd., in connection with the formation of Fair Trade Distilleries I, LP, an Isle of Man limited partnership, its general partner and related investment vehicles to develop and manage Fair Trade Distilleries Paraguay, S.A., a Paraguayan company organized to develop the ethanol distillation business in Paraguay.
- Advised Grameen Trust, a non-profit organization that uses microcredit as a tool for fighting poverty, in establishing a joint venture in Colombia with Fundación Luis Carlos Sarmiento Angulo.
- Advised Vivendi Universal Entertainment in its US$14B sale, together with Tishman Speyer, to NBC.
- Advised General Electric in the sale of its plastics unit to Sabic for US$11.6B.
- Advised Lehman Brothers in its US$22.2B acquisition, together with Tishman Speyer, of Archstone-Smith.
- Advised a Brookfield Asset Management-led consortium in its US$2.5B acquisition of Transelec Chile S.A. from Hydro Quebec and IFC.
- Advised WL Ross & Co. LLC in its sale to AMVESCAP for aggregate consideration of up to US$375M assuming satisfaction of certain conditions.
- Advised GE Money in the sale of its Partnership Marketing Group to Allstate Corporation.
- Advised GE Capital in its commercial loan portfolio acquisition from IBM Credit Corporation.
- Advised CMS Energy Corporation's acquisition of Panhandle Easter Pule Company and Trunkline LNG Company from Duke Energy.
- Advised Visteon Corporation in its business restructuring and asset transfer to Ford Motor Company.
- Advised ACI Capital in its going private acquisition of Jenny Craig Inc., together with other sponsors.
- Advised Universal American Financial Corp. in its acquisition of Heritage Health Systems, Inc.
- Advised Universal American Financial Corp. in its acquisition of The Pyramid Life Insurance Company.
- Advised Genovo Inc., in its merger with gene therapy company Targeted Genetics Corp.
- Advised Citigroup in AmBev's US$400M tender offer for Quilmes Industrial S.A.
- Advised Intesa Sanpaolo S.p.A. in the sale of Sudameris Paraguay to Abbeyfield Financial.
- Advised AT&T in connection with the US$5B Telecom Americas joint venture with America Movil S.A. and Bell Canada.
- Advised The Port Authority of New York and New Jersey in AIG Global Investment Group's US$1.3B acquisition of P&O's US ports business.
- Advised Intesa Sanpaolo S.p.A and Gestiones y Recuperaciones de Activos SA in the sale of Peruvian mining concessions and related mining assets to Gold Hawk Resources Inc.
- Advised a Brookfield Asset Management-led consortium in connection with the consortium's bid for Mexican toll road operator FARAC S.A.
- Advised IXE Groupo Financiero's sale of its stake in Afore XXI, S.A. de C.V. to Prudential Financial, Inc.