Holland & Knight's Anti-Money Laundering and Sanctions Practice by Holland & Knight

HOLLAND & KNIGHT ANTI-MONEY LAUNDERING AND SANCTIONS PRACTICE

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OUR PROFILE Holland & Knight is a global law firm with more than 1,250 lawyers and other professionals in 27 offices throughout the world. Among the nation’s largest law firms, our lawyers provide representation in litigation, business, real estate and governmental law. Interdisciplinary practice groups and industry-based teams provide clients with access to attorneys throughout the firm, regardless of location.

FINANCIAL SERVICES We help clients navigate through new and emerging marketplace trends and regulations. Our clients’ interests span the scope of the United States and international financial marketplace, from businesses seeking financing to banks, lenders and financial institutions needing experienced counsel to help navigate and manage regulatory and operational changes. Our Financial Services Team is comprised of innovative strategists, experienced litigators and transactional attorneys with long-term dealings in the banking arena and knowledge of rapidly changing market standards for various types of transactions. Accordingly, our team is particularly well-suited to advise and assist clients in the following:

SERVICES FOR BUSINESSES SEEKING FINANCING

»»aviation finance »»commercial lending »»equipment financing and leasing »»maritime transactions, bankruptcies »»

and workouts mergers and acquisitions

»»public finance, including swaps and »» »» »»

derivatives public-private partnerships real estate finance securitization

SERVICES FOR FINANCIAL INSTITUTIONS

»»anti-money laundering »»art loans »»bank regulations »»bank failures »»creditors’ rights

»»cyber liability insurance »»Foreign Corrupt Practices Act »»financial investigations »»international financial regulations »»investment management

»»structured finance »»tax credit transactions »»warehousing »»workouts, restructurings and insolvency

»»foreign banks expanding into the U.S. »»sanctions compliance »»specialty finanace »»trust fund management »»data privacy and security

ANTI-MONEY LAUNDERING Holland & Knight’s Anti-Money Laundering (AML) Team regularly assists clients in achieving and maintaining compliance with anti-money laundering laws. Our priority is to ensure that each AML program complies with the regulations administered by the United States Department of Treasury’s Office of Foreign Assets Control. We advise clients on the application of the criminal money laundering statutes to specific transactions, including the interaction between money laundering and corruption (a predicate offense of money laundering). In addition, our team counsels companies on the appropriate due diligence necessary to ensure compliance. We work closely with the firm’s White Collar Defense and Compliance Services teams to defend companies in litigation matters involving money laundering issues. Examples of matters handled by our AML Team include:

»»legal opinions on the application of the anti-money laundering statutes to specific transactions

»»preparation of customer/investor profile forms 1

»»establishment of numerous AML compliance programs »»advice on offshore AML requirements »»counsel and assistance in conducting AML due diligence

BANKING LAW – BSA / AML / OFAC The financial services industry continues to rapidly evolve. Compliance requirements are growing in significant ways as regulatory changes and risk management issues become more complex and require greater resources and management attention. The CFPB, AML, BSA and OFAC are now as much a part of the financial services lexicon as notions of lending, product development and liability management. The Bank Secrecy Act / Anti-Money Laundering / Office of Foreign Asset Control Practice Team is a multidisciplinary group composed of attorneys experienced in the laws and regulations affecting BSA / AML / OFAC compliance. Because of the depth of experience in these critical areas, we are well-suited to provide representation in matters relating to today’s challenging compliance environment, from federal and state anti-money laundering and know-your-customer statutes and regulations to the development and implementation of effective antimoney laundering programs. Our clients cover virtually all areas of the financial services landscape. This includes state-chartered banks, national banks, domestic and foreign bank holding companies, Edge Act corporations, de novo banks, international bank agencies, branches, representative offices of foreign banks in the U.S., broker / dealers, money service businesses, foreign banking institutions with no presence in the U.S., offshore banks and trust companies. Typical engagements include:

»»general consultation / advice on Bank Secrecy Act (BSA), antimoney laundering (AML) and Office of Foreign Asset Control (OFAC) laws and regulations

»»development of BSA / AML / OFAC Compliance Programs, »» »» »» »» »»

»»

policies, procedures and systems assistance with BSA / AML / OFAC examinations and responses to regulators representation before various regulatory agencies, OFAC and/or Financial Crimes Enforcement Network (FinCEN) supervising / coordinating internal due diligence, including look-back and forensic reviews informal / formal regulatory enforcement actions, i.e., memorandums of understanding (MOU) and cease and desist orders negotiating, drafting and preparing anti-money laundering, anti-corruption and OFAC-related representations, warranties

»» »» »» »» »»

and covenants in loan documentation (including loan syndication documentation) supervising / coordinating third-party service providers and outside consultants to complete BSA / AML risk assessments and audits general, functional and targeted training to financial institution employees, compliance staff, management and directors advice / counsel to directors and officers regarding their responsibility and liability in BSA / AML / OFAC matters advice / counsel regarding potential civil money penalties, fines and forfeitures defense of civil and criminal forfeiture actions and money laundering criminal prosecutions before administrative or judicial bodies advice / counsel regarding virtual currencies and related licenses and compliance issues

CONNECT WITH OUR TEAM Andres Fernandez

Wifredo A. Ferrer

Gabriel Caballero Jr.

Partner | Miami +1 305.789.7433 andres.fernandez@hklaw.com

Partner | Miami +1 305.789.7780 wifredo.ferrer@hklaw.com

Partner | Miami +1 305.789.7442 gabriel.caballero@hklaw.com

Gregory A. Baldwin

Timothy D. Belevetz

Jonathan M. Epstein

Partner | Miami +1 305.789.7745 gregory.baldwin@hklaw.com

Partner | Washington, D.C. +1 202.469.5080 timothy.belevetz@hklaw.com

Partner | Washington, D.C. +1 202.828.1870 jonathan.epstein@hklaw.com

John M. Hogan

Rebecca Leon

Ronald A. Oleynik

Partner | Miami +1 305.789.7693 john.hogan@hklaw.com

Partner | Miami +1 305.789.7703 rebecca.leon@hklaw.com

Partner | Washington, D.C. +1 202.457.7183 ron.oleynik@hklaw.com

Marcelo Ovejero Attorney | Miami +1 305.789.7505 marcelo.ovejero@hklaw.com 2

LATIN AMERICA CAPABILITIES The Latin America Team at Holland & Knight is comprised of over 100 multicultural and multilingual attorneys offering a multitude of services to assist clients in successfully doing business in Latin America. The firm has a strong commitment and connection to Latin America, representing clients with interests in the region for more than 35 years. We have built an extensive support network across the region, including the firm’s offices in Bogotá and Mexico City, as well as long-standing relationships with nearly all of the principal law firms throughout Central and South America as well as the Caribbean. Our lawyers provide counsel on the full range of corporate and finance transactions, including in the areas of equity and debt capital markets, structured finance and securitizations, project finance and project bonds, bank lending, and mergers and acquisitions. Our Latin America Practice advises clients on private equity investments, international taxation matters, regulatory issues, the Foreign Corrupt Practices Act (FCPA), government matters, and international arbitration and dispute resolution. Members of our team have been selected for inclusion in leading industry publications based on their work in the region. A number of our attorneys are ranked in the 2018 editions of Chambers Latin America and IFLR1000, as well as 2017 editions of The Legal 500 Latin America, Chambers Global and LatinLawyer250.

MEXICO CITY OFFICE Holland & Knight is one of the few U.S.-based firms with a full-service office in Mexico. Our team in Mexico City, an integral part of our Latin America Practice, has substantial experience across all Mexican business sectors and is enhanced by our established working relationships with leaders in the country’s business and government sectors. Our attorneys have robust experience representing international and domestic clients across all industries in local and cross-border transactions. In addition, our Mexico City office has assisted the Mexican government in the analysis, design and drafting of key current legislation and regulation, as well as in the implementation of several infrastructure projects. Our team has been a leading participant in the formation of the Mexican securitization industry. We have provided representation in several first-ever transactions, and the structures we designed for several large-scale deals are now considered to be the standard in the financial markets.

BOGOTÁ OFFICE We significantly expanded the breadth of our Latin America Practice capabilities with the opening of our Bogotá office in 2012. Holland & Knight is one of the few U.S.-based law firms with an office in Colombia that offers the full range of legal services. Our Colombia Practice offers solutions to domestic companies with local and international legal needs, as well as international companies that wish to enter the Colombian market. Members of our team assist clients in all aspects of their business operations, with an emphasis on transactional and finance matters, as well as international disputes. We regularly counsel clients in capital markets, cross-border transactions, international trade, mergers and acquisitions, joint ventures, venture capital and private equity investments, international licensing and franchising, and international litigation and arbitration. In addition, we provide regulatory advice to foreign companies doing business in Colombia, as well as Colombian companies doing business abroad.

CUBA ACTION TEAM With a significant Cuban-American presence within the firm, Holland & Knight’s Cuba Action Team brings established working relationships with key business and regional government leaders to meet our clients’ developing legal and business needs. In addition to our thorough knowledge of U.S.-Cuba policy laws, our team remains updated with the very latest regulatory and economic developments that may affect imports and exports, U.S.-Cuba travel and communication, and bank transactions between the two nations as well as clients’ business interests within the region. We have an in-depth understanding of the business opportunities and legal framework to conduct business in the region due to our background and leadership positions in such organizations as the Cuban American Bar Association, Cuban-American Caucus of State Legislators, Cuban American National Foundation and Florida Governor’s Cuba Commission, as well as the Florida International Bankers Association’s (FIBA) Sanctions Subcommittee. 3

LATIN AMERICA PRACTICE STRENGTHS EQUITY AND DEBT CAPITAL MARKETS Members of Holland & Knight’s Latin America Practice have extensive experience representing both issuers and underwriters in cross-border offerings of debt and equity securities, including the following transactions:

»»Advised Financiera de Desarrollo Nacional (FDN), as liquidity

support provider, for the fourth generation (4G) toll road project financing for Autopista Pacífico 3 (closed February 2016), which included two tranches of projects bonds issued under Rule 144A / Regulation S; this was the first 4G financing to close, the first credit enhancement transaction for FDN and the first 4G project to reach financial closing; the financing package included seven secured debt tranches; this transaction was distinguished as the Latin America infrastructure “Deal of the Year” by Latin Lawyer and LatinFinance

»»Represented the Province of Chubut, Argentina, as issuer, in

connection with its Rule 144A issue of $650 million secured amortizing bonds due 2026, underwritten by Deutsche Bank and BNP Paribas, and secured by certain oil and gas royalties of the province

»»Represented the Province of Entre Ríos, Argentina, as issuer, in connection with its Rule 144A / Regulation S issue of $350 million amortizing bonds due 2024, underwritten by Citibank, HSBC and Santander

»»Represented Banco Latinoamericano de Comercio Exterior

»»Represented the Province of Salta, Argentina, as issuer, in

»»Represented the Province of Jujuy, Argentina, as issuer, in

»»Represented the Province of Tierra del Fuego, Argentina, as

S.A. (Bladex), as issuer, in connection with its Rule 144A issue of $350 million in bonds due 2020, underwritten by Citibank and Bank of America Merrill Lynch connection with a Regulation S issue of $210 million amortizing bonds due 2022, on which Santander and BNP Securities acted as placement agents; the bonds were the first fully compliant ICMA Green Bonds issued by an Argentine sub-sovereign, with the proceeds being used to finance the equity portion of a solar energy project in the province

»»Represented the Province of Mendoza, Argentina, as issuer, in connection with its Rule 144A issue of $500 million amortizing bonds due 2024, underwritten by Citibank and Credit Suisse

connection with its Rule 144A issue of $300 million amortizing bonds due 2024 and a follow on Rule 144A issue of $50 million amortizing bonds due 2024, each underwritten by Citibank and Deutsche Bank issuer, in connection with its Rule 144A / Regulation S issue of $200 million secured amortizing bonds due 2027, secured by certain oil and gas royalties of the province; UBS acted as initial purchaser and Puente Hnos. acted as local placement agent in Argentina

»»Represented the Province of Salta, Argentina, as issuer, in

connection with a follow on Rule 144A / Regulation S issue of $50 million amortizing bonds due 2024, underwritten by Citibank and Deutsche Bank

STRUCTURED FINANCE AND SECURITIZATION Drawing from decades of technical know-how and industry experience, we advise on a range of debt, equity and hybrid financing techniques. We represent banks, financiers, lessors, lessees, manufacturers, borrowers, airlines, maritime operations, government organizations and some of the largest Latin American airlines. Examples of our recentstructured finance and securitization experience include the following:

»»Represented Banco Multiva on a MX$5 billion (about $250

million) loan to the state of Veracruz as part of a MX$46 billion (about $2.3 billion) financial reorganization; the loan was granted using a new structure involving a public master trust and a mandate to the Ministry of Finance and Public Credit; Banco Multiva also loaned MX$838.5 million (about $40 million) to the state of Morelos; both loans were granted pursuant to the new law on financial discipline for federal entities and municipalities (Ley de Disciplina Financiera de las Entidades Federativas y los Municipios); Banco Multiva was selected as lender to the states through competitive bidding processes

»»Represented Banco do Estado de São Paulo SA (Banespa)

and Banco Santander Brasil S.A. in connection with the establishment of, and drawdowns under, their joint Diversified Payment Rights program, which is secured by future U.S. dollar and euro payment flows of both banks; this program was named “International Securitization Deal of the Year” by LatinFinance because of its incorporation of dual currency payment flows

»»Represented Banco do Brasil, Banco Itaú, Banco Santander

Brasil, Banco do Estado de São Paulo (Banespa) and Scotiabank Perú, in connection with the establishment of, and drawdowns under, Rule 144A / Regulation S Diversified Payment Rights programs, under which notes are secured by future crossborder payment orders; the Banespa / Banco Santander Brasil joint issuer program was named “International Securitization Deal of the Year” by LatinFinance magazine, due to its incorporation of both U.S. dollar and euro-denominated payment flows

»»Represented FOVISSSTE, the Fund for the Institute of Social

Security and Services for Mexican State Workers, on multiple mortgage-backed securitizations totaling in excess of $1 billion

»»Represented INFONACOT, a Mexican government consumer

lending agency for state workers, in multiple corporate bond issuances totaling approximately MX$11 billion in aggregate principal amount, a large portion of which was listed on the Mexican Stock Exchange, as well as in a MX$4 billion consumer loan securitization 4

PROJECT FINANCE / BONDS AND INFRASTRUCTURE Holland & Knight represents the interests of majority and minority finance partners and sponsors, including commercial lenders, export credit agencies, multilateral development banks, developers, suppliers and contractors. We have experience in risk identification and allocation aspects of numerous types of projects, as well as practical knowledge of financing methods and ensuing complications involving publicly funded undertakings as privatization project structures. Examples of our projects, infrastructure and energy lawyers’ experience include the following:

»»Continuing a series of project finance transactions on behalf

of Financiera de Desarrollo Nacional (FDN), Colombia’s infrastructure development bank, for financing toll roads in Colombia to be built and operated under a public-private partnership concession model; the transactions helped to finance the creation or improvement of toll roads that are part of Colombia’s fourth generation (4G) road infrastructure plan; this is a continuation of the approximate $2.3 billion in transactions from the previous year

BANK LENDING

»»In one of the first project bonds out of Argentina in more

than 25 years, Holland & Knight represented private energy developer StoneWay Capital in a $500 million Rule 144A / Regulation S senior secured notes / project bond offering and related matters; the transaction provided financing for the development, procurement, construction and operation of four simple-cycle power generating plants totalling 686.5 MW in the Buenos Aires region of Argentina; the transaction also included a $115 million secured loan from Siemens Financial Services to finance equity in the structure and an additional equity investment by SoEnergy International Inc., a Florida-based energy developer

Holland & Knight regularly represents banks, multilateral financial institutions and borrowers in connection with the negotiation and documentation of complex commercial lending transactions, including transactions involving investment funds of various types. We have handled a broad range of financial transactions secured by a variety of collateral, including financial assets, inventory and equipment, accounts receivable and loan portfolios. Examples of our lawyers’ lending transactions include the following:

»»Represented JPMorgan Chase & Co. and a group of 14

lenders on a $200 million syndicated senior unsecured loan to Promigas SA and Gases del Pacífico SAC; this loan will be used for financing the infrastructure that will make it possible to transport a bigger volume of gas from the southern part of Colombia’s Atlantic coast, thus providing final users of this fuel with greater availability, as well as for consolidating Gases del Pacífico operations in Peru

»»Ongoing representation of Banco Latinoamericano de

Comercio Exterior SA (Bladex), as administrative agent and either sole lead arranger or joint lead arranger on syndicated or club loans in the financial services, retail and agribusiness sectors, including loans to Grupo Monge, BAC Guatemala and Lecheria Dos Pinos

»»Represented Bancolombia Panamá, Banco Agrícola and

Banco Davivienda Salvadoreño in a $202 million financing for Aeroman, allowing the Central American transportation support services provider to expand its operations in the United States; the transaction amended and restated an existing credit facility and added a new acquisition financing tranche, as well as contained components typical of a U.S. leveraged finance transaction as a result of the addition of U.S. obligors and collateral to what is otherwise a U.S.denominated financing for a Central American company; the size of the transaction is significant for a Central American debtor

MERGERS & ACQUISITIONS We regularly advise Latin American clients, as well as U.S. and European-based companies doing business in the region, on cross-border mergers, acquisitions, joint ventures and other business combinations and expansions. Through our Mexico City and Bogotá offices, we also advise on similar transactions governed by Mexican and Colombian law, respectively. Examples of our lawyers’ corporate and M&A transactions include the following:

»»Represented Mexican real estate investment trust Fibra Inn in the acquisition of four hotels in Chihuahua City for nearly $40 million; the acquisition brings the company’s total holdings in the state of Chihuahua to 10 hotels; the team also helped the company gain authorization from the Comisión Federal de Competencia Económica (Cofece), the Mexican antitrust commission, for the purchase

»»Advised American Tower Corporation in the $500 million

acquisition of a fiber optic firm spun off from KIO Networks, a Mexican telecom and IT company; American Tower is a global provider of solutions and services to deploy and support wireless networks in 16 countries located on five continents

»»Represented Goldman Sachs, as lender and sole lead arranger, and a syndicate of national and foreign banks in a $1.1 billion cross-border, asset-backed bridge and term financing for the acquisition of GE’s leasing business in Mexico by Linzor Capital Partners; the complex deal was one of the first asset-backed financings in Mexico for the acquisition of a company or business, and it created both legal and market precedents for these types of deals in Mexico

Our mission is simple: we are dedicated to advancing

your interests – no matter how

complex – by providing cutting-edge solutions to your matters in an efficient, timely and cost-effective manner. Our team is comprised of innovative

strategists, experienced litigators and transactional attorneys with long-term dealings in the industry and knowledge of rapidly changing market standards.

CONNECT WITH OUR TEAM Gabriel Caballero Jr.

J. Michael Cavanaugh

Stephen J. Double

Partner | Miami +1 305.789.7442 gabriel.caballero@hklaw.com

Partner | Washington, D.C. +1 202.828.5084 michael.cavanaugh@hklaw.com

Partner | New York +1 212.513.3528 stephen.double@hklaw.com

Phillip L. Durham

Andres Fernandez

Enrique Gómez-Pinzón

Partner | New York +1 212.513.3381 phillip.durham@hklaw.com

Partner | Miami +1 305.789.7433 andres.fernandez@hklaw.com

Partner | Bogotá +57.1.745.5800 enrique.gomezpinzon@hklaw.com

Alejandro Landa Thierry

George Mencio

Roberto R. Pupo

Partner | Mexico City +52 55.3602.8002 alejandro.landa@hklaw.com

Partner | Miami +1 305.789.7702 george.mencio@hklaw.com

Partner | Miami +1 305.789.7750 roberto.pupo@hklaw.com

Norberto E. Quintana

Luis Rubio Barnetche

Jose Sirven

Partner | Miami +1 305.789.7473 norberto.quintana@hklaw.com

Partner | Mexico City +52.55.3602.8006 luis.rubio@hklaw.com

Partner | Miami +1 305.789.7784 jose.sirven@hklaw.com

Guillermo Uribe Lara

Juan Carlos Valencia Marquez

Carlos E. Meza Guarnizo

Partner | Mexico City +52 55.3602.8004 guillermo.uribe@hklaw.com

Partner | Bogotá +57 1.745.5731 jvalencia@hklaw.com

Senior Counsel | Bogotá +57.1.745.5742 carlos.meza@hklaw.com

Lara M. Rios

Maria Juliana Saa

Senior Counsel | Miami +1 305.789.7772 lara.rios@hklaw.com

Attorney | Bogotá +57 1.745.5735 juliana.saa@hklaw.com

With more than 1,250 attorneys and other professionals in 27 offices throughout the world, Holland & Knight is committed to providing exceptional service to clients in litigation, business, real estate and governmental law. Learn more about Holland & Knight at www.hklaw.com.

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