Chadbourne & Parke LLP represented Southern Cross Latin America Private Equity Fund IV, L.P. (Southern Cross) in connection with the acquisition of San Antonio Internacional Co. Inc. (SAI) by Estrella International Energy Services Ltd. (Estrella), and related acquisition financing. Estrella is a group of companies engaged in providing services to the petroleum, mining and geothermal industries in Latin America and its controlling shareholder is Ringo Holding L.P. (Ringo), which is an affiliate of Southern Cross. The deal closed on August 1, 2013.
Estrella purchased all of the issued and outstanding shares of SAI from San Antonio International Oil & Gas Services LLC and Armadillo Drilling Services LLC for a purchase price of approximately US$122.5 million. SAI provides specialized services, equipment and personnel on a contractual basis for the exploration and development of onshore oil and gas resources throughout Colombia.
In connection with the acquisition, Ringo provided certain acquisition financing to Estrella pursuant to a secured loan agreement between Ringo and Estrella. Ringo has also agreed to purchase, by way of private placement, certain non-voting Series B Preference Shares of Estrella pursuant to an investment agreement between Ringo and Estrella. The proceeds from the private placement will be used by Estrella to repay the outstanding indebtedness incurred in connection with the acquisition financing.
Chadbourne was actively involved in negotiating the acquisition, the acquisition financing and the private placement.
Southern Cross is a private equity fund formed in 2010 with approximately US$1.68 billion in capital commitments which targets investments in Latin America. Chadbourne regularly represents Southern Cross as well as its predecessor funds in connection with their formation and with various portfolio company acquisitions and dispositions.
Principal lawyers working on the transaction were New York partners Morton Grosz, Kevin Smith and Erez Tucner, New York counsel Joseph Giannini, as well as associates Ted Castell, Michael Masri, Patrick Narvaez and Zachary Levin.
