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Sergio J. Galvis

Partner

Sergio J. Galvis

Partner
New York +1-212-558-4740+1-212-558-4740 +1-212-558-3588+1-212-558-3588
[email protected]

Sergio Galvis is a leading corporate lawyer in the United States who is known for his cross-border work, especially in Latin America. He joined Sullivan & Cromwell after graduating from Harvard Law School and clerking for the Hon. Lawrence W. Pierce, Second Circuit U.S. Court of Appeals, and has been a partner of the Firm since 1991. He is a member of S&C’s Management Committee, oversees the Firm’s recruiting and administrative functions and leads its Latin America practice.

Sergio has worked with clients across more than 25 countries in Asia, Europe and the Americas on hundreds of significant matters in a broad range of practices, including M&A, project financing, capital markets, sovereign financing, workouts and restructurings, corporate governance, crisis management, and criminal defense and investigations. He is recognized for his advice on natural resources matters, especially mining and oil and gas.

Sergio is involved with many not-for-profit and foreign policy organizations, including the Council on Foreign Relations and the Council of the Americas, and is a trustee of the University of the Andes Foundation. He was born in Colombia and speaks Spanish and Portuguese.

Selected Representations

Sergio’s matters reflect the breadth of his practice.

M&A, JVs and PE

  • Grupo de Inversiones Suramericana (Grupo SURA) (Colombia) in connection with La Caisse de dépôt et placement du Québec’s (CDPQ) (Canada) announced acquisition, subject to regulatory approval, of a strategic minority interest in Grupo SURA’s subsidiary SURA Asset Management (Colombia), one of Latin America’s leading financial institutions with $135 billion in assets under management, from sellers Bancolombia and Grupo Wiese (Peru)
  • Enfoca (Peru) in connection with its portfolio company Grupo Aúna’s (Peru) agreement to acquire Grupo Empresarial Las Américas (Colombia)
  • BHP (Australia) in its agreements with BP America Production Company (U.S.), a wholly owned subsidiary of BP Plc (U.K.), and MMGJ Hugoton III, LLC (U.S.), a company owned by Merit Energy Company (U.S.), for the sale of its entire interests in the Eagle Ford, Haynesville, Permian and Fayetteville Onshore US oil and gas assets for a combined consideration of US$10.8 billion
  • Minsur (Peru) in its sale of a 40 percent stake in Cumbres Andinas (Peru), its subsidiary that owns Marcobre and the Mina Justa copper project, to Alxar Internacional, a subsidiary of Empresas Copec (Chile), in a transaction valued at $200 million
  • UnitedHealth Group (U.S.) in connection with its wholly owned subsidiary’s definitive purchase agreement with Empresas Banmédica (Chile) and certain of its shareholders and the resulting tender offer for all of Banmédica’s outstanding shares, valuing Banmédica’s equity at approximately $2.8 billion (Latin Lawyer M&A Deal of the Year, 2017)
  • A consortium led by China Three Gorges, including Hubei Energy Group (China), ACE Investment Fund II LP (Cayman Islands) and CNIC (Hong Kong), in its proposed $1.39 billion acquisition of Empresa de Generación Huallaga (Peru) from Odebrecht Energia del Perú (Peru) and Odebrecht Energía (Peru)
  • Grupo Argos (Colombia) in the COP 407 billion sale of its 50 percent stake in the port operator Compañía de Puertos Asociados (Compas) (Colombia) to West Street Infrastructure Partners III, an investment fund managed by Goldman Sachs (U.S.)
  • State Grid International Development Limited (China) in its acquisition, in a negotiated initial sale and follow-on tender offer, of a 94.8 percent stake in CPFL Energia S.A. (Brazil) from Camargo Corrêa S.A. (Brazil), several Brazilian pension funds and other shareholders for a total enterprise value of approximately $13 billion (The Financial Times Innovation in Legal Expertise: Managing Complexity and Scale, 2017)
  • Ternium (Argentina/Luxembourg) with antitrust merger clearance in connection with its acquisitions of ThyssenKrupp Companhia Siderurgica do Atlantico (Brazil); and in U.S. antitrust matters in connection with its $3.2 billion acquisition of Grupo Imsa (Mexico)
  • OCP (Ecuador) in connection with the $385 million acquisition by Sinopec (China) of a 30 percent interest in OCP, including the assignment of transportation and other rights
  • Sumitomo Metal Mining Co., Ltd. (Japan) in its $1 billion acquisition of an additional 13 percent interest in the Morenci copper mine operated by Freeport-McMoRan Inc. (U.S.)
  • AT&T (U.S.) in its $1.875 billion acquisition of Nextel Mexico (Mexico)
  • Repsol (Spain) as U.S. counsel in its agreement with Talisman Energy (Canada) to acquire 100 percent of the shares of Talisman for US$8.3 billion
  • AT&T (U.S.) in its $2.5 billion acquisition of Mexican wireless company Iusacell from Grupo Salinas (Mexico)
  • Bancolombia S.A. (Colombia) in its $2.2 billion acquisition of HSBC Bank (Panama) S.A. and its subsidiaries, the largest-ever foreign acquisition by a Colombian company
  • LAN Airlines S.A. (Chile) in its combination with TAM S.A. (Brazil), creating the largest airline in Latin America and one of the largest in the world
  • Maaji (Colombia) in its combination with SEAFOLLY (Australia), a portfolio company of L Catterton’s  (U.S.) Asian arm, L Catterton Asia (Singapore), under which L Catterton Asia is now the controlling shareholder of the combined business – creating the world’s largest independent swimwear and beach lifestyle business
  • Cementos Argos S.A. (Colombia) in its subsidiary’s $660 million acquisition of selected U.S. assets from HeidelbergCement AG (Germany)
  • Cementos Argos S.A. (Colombia) in its acquisition of Lafarge S.A.’s 53 percent stake in Lafarge Cementos S.A. de C.V., a Honduran cement company, for €232 million (reflecting a total enterprise value of €435 million)
  • Ally Financial Inc. (U.S.) in the $865 million sale of its Mexican insurance business, ABA Seguros, to the ACE Group (U.S.); and in the $4.2 billion sale of its international operations, including in Brazil, Mexico, Colombia and Chile
  • UnitedHealth Group Incorporated (U.S.) in its $4.9 billion acquisition of 90 percent of Amil Participações S.A. (Brazil)
  • Banco Bilbao Vizcaya Argentaria S.A. (BBVA) (Spain) in the $1.6 billion sale of its Mexican pension fund administrator, Administradora de Fondos para el Retiro Bancomer, S.A. de C.V., to Afore XXI Banorte, S.A. de C.V. (Mexico)
  • Antofagasta plc (U.K.) in the acquisitions by Marubeni Corporation (Japan) of significant interests in Minera Antucoya (Chile), Minera Esperanza (Chile) and Minera El Tesoro (Chile); in the two companies’ agreement to contribute the Encuentro mining properties into Minera Centinela (Chile); and Antofagasta plc/Minera Los Pelambres (U.K./Chile) in its transfer of its 40 percent stake in the Alto Maipo hydroelectric project to AES Gener S.A. (Chile).
  • ING Groep N.V. (Netherlands) in the $3.8 billion sale of its Latin American pensions, life insurance and investment management operations to Grupo de Inversiones Suramericana SA (Colombia)
  • Sumitomo Metal Mining Co., Ltd. (Japan) and Sumitomo Corporation (U.S.) in their $2.9 billion joint venture with Quadra FNX Mining Ltd. (Canada), for investment in the Sierra Gorda copper-molybdenum project (Chile)
  • The Royal Bank of Scotland in the sale of its Argentine operations to Banco Comafi; and separately, in the individual sales of its Chilean and Colombian banking operations to Scotiabank (Canada)
  • Mitsui & Co., Ltd. (Japan) in its acquisition – with The Mosaic Company (U.S.) and Vale S.A. (Brazil) – of non-controlling stakes in a phosphorus ore project being developed by Vale in the Bayóvar area of Peru’s Piura Province – the transaction valued the Bayóvar project at $1.1 billion, with a wholly owned subsidiary of Mitsui having purchased 25 percent of the project for $275 million
  • Anglo American (U.K.) in its $5.5 billion acquisition of IronX (renamed Anglo Ferrous Brazil S.A.) demerged from MMX Mineração e Metálicos S.A. (Brazil), through an initial acquisition of a 63.5 percent stake from controlling shareholders and a following tagalong to remaining shareholders. Anglo Ferrous owns a 51 percent interest in the Minas-Rio iron ore mining project and 70 percent interest in the Amapá iron ore system
  • Tenaris (Argentina/Luxembourg) in its $2.2 billion acquisition of Hydril Company (U.S.); $3.185 billion acquisition of Maverick Tube Corporation (U.S.); and its agreement to sell Republic Conduit (U.S.) to Nucor (U.S.) for $335 million
  • Endesa (Spain) in the $58.4 billion acquisition by Enel (Italy) and Acciona (Spain), as well as in the prior unsolicited bids for Endesa by E.ON (Germany) for $81.8 billion and Gas Natural (Spain) for $52.3 billion
  • Bancolombia (Colombia) in its $790 million acquisition of Banagrícola (El Salvador) and $1 billion three-way merger with CONAVI (Colombia) and CORFINSURA (Colombia)
  • Camargo Corrêa (Brazil) in its $1.025 billion acquisition of Loma Negra (Argentina) and its subsidiaries
  • Canada Pension Plan Investment Board (CPPIB) (Canada), as a member of a private equity consortium in the $1.5 billion acquisition of HQI Transelec Chile (Chile) from Hydro-Québec (Canada)
  • GP Investimentos (Brazil) in its $64 million acquisition (with other investors) of a 40 percent stake in Fogo de Chão Churrascarias (Holdings) LLP (Brazil)
Project Development and Finance
  • Marcobre S.A.C., and the Project, whose sponsors are Minsur and Alxar (Copec’s mining subsidiary), on the $900 million project financing for the development of the $1.77 billion Mina Justa copper project in Peru (Project Finance International 2018 Mining Deal of the Year)
  • Minera Antucoya, whose sponsors are Antofagasta plc and Marubeni Corporation, in the $650 million financing for the Antucoya copper project in Chile’s Antofagasta region
  • Sierra Gorda SCM, the project company, whose sponsors are Sumitomo Corporation, Sumitomo Metal Mining and KGHM International, in the $1 billion financing for the Sierra Gorda copper-gold-molybdenum project in Chile’s Antofagasta region
  • Minera Centinela (fka Esperanza), the project company, whose sponsors are Antofagasta plc and Marubeni Corporation, in the development and financing of the $2.4 billion greenfield copper, gold and silver project in the Atacama desert (Chile). This was the largest project financing project ever to close in Chile and was awarded the 2009 Americas Mining Deal of the Year by Project Finance International and 2009 Latin American Mining & Metals Deal of the Year by Project Finance
  • Marcobre, the project company, whose sponsors are Chariot Resources Limited, Korea Resources Corporation and LS-Nikko Copper Inc., in the development and financing of the estimated $430 million Marcona copper project (Peru)
  • Panama Canal Authority (Panama) – advice on the legal and constitutional framework in preparation for the expansion of the Panama Canal (2004 to 2007)
  • Sumitomo Corporation and Sumitomo Metal Mining Co., as sponsors in the Cerro Verde II Project (Peru) – $850 million copper mining expansion financing (Latin Lawyer 2005 Project Finance Deal of the Year and Project Finance 2005 Latin American Mining Deal of the Year)
  • OCP Pipeline Project (Ecuador) and ongoing work – $1.4 billion
  • Los Pelambres Copper Project Refinancing (Chile) – $460 million
  • Camisea Gas Project (Peru) – $837 million project financing of LNG project (Project Finance 2004 Latin America Oil & Gas Deal of the Year)
  • Ocensa Pipeline Project (Colombia)
  • EVM oil and gas project (Brazil)
  • Petrozuata Heavy Crude Oil Project (Venezuela)
Securities and Other Financings
  • Banco Central de la República Argentina (BCRA) in repurchase transactions involving three series of BONAR sovereign bonds with a group of seven international banks, increasing BCRA’s USD cash reserves by $5 billion
  • Repsol S.A. (Spain) in its disposition of Argentine Government bonds received as compensation for the expropriation of shares in YPF S.A. (Argentina) and its remaining interest in YPF
  • Ternium (Argentina/Luxembourg) in its formation as a holding company and operating subsidiaries in Argentina, Mexico and Venezuela, its $496.8 million IPO and its NYSE listing
  • Tenaris (Argentina/Luxembourg) in the multi-jurisdictional $2.1 billion stock-for-stock exchange offer for the outstanding shares of Siderca (Argentina), TAMSA (Mexico) and Dalmine (Italy)
Sovereign and Corporate Debt Restructurings
  • Banco Central de la República Argentina (BCRA) in repurchase transactions involving three series of BONAR sovereign bonds with a group of seven international banks, increasing BCRA’s USD cash reserves by $5 billion
  • The Republic of Paraguay in the Debut Rule 144A offering of bonds listed on the Luxembourg Stock Exchange and trading on the Euro MTF market totaling $500 million
  • The International Managing Banks on the restructuring of more than $100 billion of Argentina’s external debt. This was the largest sovereign exchange offer to date and was named by Latin Lawyer as the 2005 Debt Restructuring Deal of the Year and by The Banker for its Deals of the Year 2005
  • Sidor (Venezuela) in the restructuring through which Sidor and its controlling shareholder, Amazonia, reduced their aggregate financial debt from $1.9 billion to $791 million
  • The bank lenders and bondholders (mostly U.S.) in connection with restructuring the indebtedness of Cablevisión (Argentina)
  • Siderar (Argentina) in the restructuring of approximately $470 million of its outstanding debt
Oil and Gas
  • BHP (Australia) in its agreements with BP America Production Company (U.S.), a wholly owned subsidiary of BP Plc (U.K.), and MMGJ Hugoton III, LLC (U.S.), a company owned by Merit Energy Company (U.S.), for the sale of its entire interests in the Eagle Ford, Haynesville, Permian and Fayetteville Onshore US oil and gas assets for a combined consideration of US$10.8 billion
  • Repsol (Spain) as U.S. counsel in its agreement with Talisman Energy (Canada) to acquire 100 percent of the shares of Talisman for US$8.3 billion
  • Camisea Gas Project (Peru) – $837 million project financing of LNG project (Project Finance 2004 Latin America Oil & Gas Deal of the Year)
  • Senior lenders in the $1.6 billion financing and refinancing of the EVM oil and gas project (Brazil)
  • OCP (Ecuador) in connection with the $385 million acquisition by Sinopec (China) of a 30 percent interest in OCP, including the assignment of transportation and other rights
  • Ocensa Pipeline Project (Colombia)
  • Petrozuata Heavy Crude Oil Project (Venezuela)
Metals and Mining
  • Marcobre S.A.C., and the Project, whose sponsors are Minsur and Alxar (Copec’s mining subsidiary), on the $900 million project financing for the development of the $1.77 billion Mina Justa copper project in Peru
  • Minsur (Peru) in its sale of a 40 percent stake in Cumbres Andinas (Peru), its subsidiary that owns Marcobre and the Mina Justa copper project, to Alxar Internacional, a subsidiary of Empresas Copec (Chile), in a transaction valued at $200 million
  • Sumitomo Metal Mining Co., Ltd. (Japan) in its $1 billion acquisition of an additional 13 percent interest in the Morenci copper mine operated by Freeport-McMoRan Inc. (U.S.)
  • Minera Antucoya, whose sponsors are Antofagasta plc and Marubeni Corporation, in the $650 million financing for the Antucoya copper project in Chile’s Antofagasta region
  • Sumitomo Metal Mining Co., Ltd. (Japan) and Sumitomo Corporation (U.S.) in their $2.9 billion joint venture with Quadra FNX Mining Ltd. (Canada), for investment in the Sierra Gorda copper-molybdenum project (Chile)
  • Sierra Gorda SCM, the project company, whose sponsors are Sumitomo Corporation, Sumitomo Metal Mining and KGHM International, in the $1 billion financing for the Sierra Gorda copper-gold-molybdenum project in Chile’s Antofagasta region
  • Antofagasta plc (U.K.) in the acquisitions by Marubeni Corporation (Japan) of significant interests in Minera Antucoya (Chile), Minera Esperanza (Chile) and Minera El Tesoro (Chile); in the two companies’ agreement to contribute the Encuentro mining properties into Minera Centinela (Chile); and Antofagasta plc/Minera Los Pelambres (U.K./Chile) in its transfer of its 40 percent stake in the Alto Maipo hydroelectric project to AES Gener S.A. (Chile)
  • Minera Centinela (fka Esperanza) project financing (Chile)
  • Marcobre, the project company, to provide advice regarding the development and financing of the estimated $430 million Marcona copper project (Peru)
  • Sumitomo (Japan) in the $443 million purchase of an equity stake in Cerro Verde (Peru)
  • Collahuasi Copper Mining project refinancing (Chile)

Selected Recognitions

Sergio is regularly recognized in the areas of M&A, private equity, project development and finance, capital markets, and Latin American investment by the following authorities.

  • Chambers Global
  • Chambers Latin America – among the most recognized lawyers in the Latin America-wide guide with high standings in four categories (banking & finance, corporate/M&A, energy & natural resources and projects) (2019)
  • Chambers USA
  • Euromoney
  • Financial Times – Recognized as an Innovative Lawyer (2017)
  • Hispanic Business – Recognized as one of The 100 Most Influential U.S. Hispanics (2008)
  • IFLR1000
  • Law360 – Recognized as a Project Finance MVP (2017) and an M&A MVP (2013)
  • Lawdragon
  • Latin Lawyer – Recognized as International Lawyer of the Year (2015)
  • The Legal 500 Latin America – Recognized on the Private Practice Powerlist Mexico (2018, 2017)
  • The Legal 500 United States
  • The National Law Journal – Recognized as an Energy & Environmental Trailblazer (2018) and as one of The 50 Most Influential Minority Lawyers in America (2008)

Selected Publications

Sergio writes frequently on international legal and financial matters.

  • “The Guide to Corporate Crisis Management,” Latin Lawyer (2019) (co-editor)
  • “Solving the Pari Passu Puzzle: The Market Still Knows Best,” Capital Markets Law Journal, a publication of Oxford Press (2017)
  • “Steps to Succession,” STEP Journal (2017) (co-author)
  • “Alternative Financing of LatAm Projects,” Project Finance International (2016) (co-author)
  • “Latin America: Lessons on Shareholder Activism from a U.S. Perspective,” The Review of Securities & Commodities Regulation (2015)
  • “Problemas relacionados à FCPA em fusões e aquisições no Brasil,” Jornal do Commercio (2015)
  • “Ventajas de México frente a sus pares en AL favorecen actividad de fusiones en el país,” El Financiero (2015)
  • “Los países atractivos establecen entornos regulatorios transparentes,” El Financiero (2015) (interview)
  • “Introducing Dodd-Frank,” Latin Lawyer (2010) (co-author) – Burton Award for Legal Achievement
  • “Latin American Firms Pursue Global Status,” Latin Business Chronicle (2009) (co-author) – Burton Award for Legal Achievement
  • “Sovereign Debt Restructurings – the Market Knows Best,” International Finance (2003) – Burton Award for Legal Achievement