Arturo Caraballo | People | Arnold & Porter

Arturo Caraballo has extensive experience representing clients in a broad range of financial transactions, with emphasis on Latin America.

Mr. Caraballo has advised foreign and domestic, sovereign and private sector clients on hundreds of complex transactions throughout Latin America. The transactions on which he has advised clients include capital markets offerings and liability management operations; bilateral and syndicated loans; debt restructurings; project and structured financings; export and multilateral credits; investment management agreements; and swap and derivative transactions.

Mr. Caraballo is a member of the firm's LIBOR Transition Working Group. He has recently advised clients on the incorporation of LIBOR fallback language in their loan agreements and derivatives documentation, as well as issues concerning alignment of LIBOR fallback language in loan agreements and associated derivatives.

Mr. Caraballo co-chaired the firm's task force that has been focused on small business assistance provided by the US government in response to the COVID-19 pandemic. In this connection, Mr. Caraballo has advised numerous firm clients regarding Paycheck Protection Program (PPP) loans and M&A transactions involving PPP borrowers.

Mr. Caraballo first joined the firm in 1997 and spent nearly a decade as an associate and then partner in the firm's Corporate and Securities practice. Before returning in 2015, he served as President and General Counsel of Veris Consulting, Inc. where he managed a wide range of contractual, corporate, litigation and risk management matters for the accounting and financial management consulting firm and oversaw the firm's day-to-day operations.

Mr. Caraballo graduated from Tulane Law School and has served on the Board of Directors of the Hispanic Bar Association of the District of Columbia. He is fluent in Spanish.

Focus Areas

Experience

Mr. Caraballo has acted as counsel to sovereign and private sector clients in connection with hundreds of bilateral and syndicated loans, restructurings, project financings, and other structured financings, and export and multilateral credits.

Recent representative matters:

The Wine Group in connection with syndicated loan facility, including incorporation of LIBOR transition provisions.
Republic of Panama in connection with LIBOR transition issues associated with loan facilities and related hedging arrangements.
ESP Opportunities, LLC (ESP), a private investment firm focused on environmental services and water related investments, in its recent acquisition of land for a mitigation bank project in Louisiana and related secured term loan facility and warrant issuance.
Republic of Colombia in connection with proposed participation as lender in debtor-in-possession financing for Avianca.
US bank on incorporation of LIBOR transition language into standard loan documentation and related matters.

Latin American corporation regarding LIBOR transition provisions applicable to syndicated loan and related interest rate swap.
Grupo de Energia de Bogota on a $749 million syndicated loan led by Citigroup Global Markets Inc; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Sumitomo Mitsui Banking Corporation and Bank of America, N.A.
MetroBank, S.A. in connection with A/B Loan provided by the Inter-American Investment Corporation (IDB Invest).
Empresa de Transmisión Eléctrica, S.A. in connection with $400,000,000 syndicated loan arranged by Citibank, N.A.
Republic of Panama in connection with $156,000,000 and $81,000,000 financings arranged by Citibank Japan Ltd., with credit enhancement provided by NEXI, for the construction of the Madden-Colon toll road.
New York-based hedge fund, as creditor, in connection with the insolvency proceedings of Empresas ICA S.A.B. de C.V.
Panamanian bank in connection with loan portfolio securitization and related issuance of $64,000,000 Senior Secured Notes.
New York-based hedge fund in connection with $215 million secured loan to two subsidiaries of Empresas ICA S.A.B. de C.V. The loan was guaranteed by Empresas ICA and secured by pledges of the shares of certain subsidiaries of Empresas ICA.
Itaú Unibanco, S.A. -- Nassau Branch and Banco Votorantim, S.A. -- Nassau Branch in connection with complex restructuring of multiple secured credit facilities provided to oil and gas company in Argentina and various of its affiliates.
Credit Suisse (Brazil) Bahamas Limited in connection with intercreditor arrangements with another syndicate member, including settlement of related credit default swap, under export prepayment facility provided to Brazilian rubber manufacturer.
Banco Internacional de Costa Rica, S.A., Banco Aliado, S.A. and Metrobank, S.A., Panamanian financial institutions, as borrowers in connection with syndicated loan facilities arranged by Banco Latinoamericano de Comercio Exterior (BLADEX).

Mr. Caraballo has served as counsel to Latin American sovereign and private sector clients in connection with scores of capital markets transactions, such as:

Republic of Colombia in its offering of €1.35 billion 3.875% Global Bonds due 2026.
Republic of El Salvador in an offering of $400 million 7.65% Notes due 2035.
Republic of Honduras in an offering under Rule 144A and Regulation S of $600,000,000 in aggregate principal amount of its 5.625% Global Notes due 2030.
Republic of Honduras in an offering under Rule 144A and Regulation S of $700,000,000 in aggregate principal amount of its 6.250% Notes due 2027.
Republic of Panama in an offering of $250 million 8.125% Global Bonds due 2034.

Republic of Panama in its offering of $326 million 9.375% Global Bonds due 2023 and Cash Tender for $406 million Brady Bonds.
Republic of Venezuela in an exchange of Collateralized Fixed Rate Bonds due 2020 (USD Par Series A and B) and Collateralized Floating Rate Bonds due 2020 (USD Discount Series A and B) (Brady Bonds) $4 billion for 9.25% US dollar-denominated Unsecured Global Bonds due 2027.

Mr. Caraballo has assisted Latin American sovereign and private sector clients in negotiating the terms of ISDA Master Agreements and Schedules, Credit Support Annexes and Confirmations with numerous swap dealer counterparties, principally in the US and Europe. He has also advised end-users regarding compliance with Title VII of the Dodd-Frank Act and the regulations issued thereunder, the European Market Infrastructure Regulation (EMIR), as well as adherence to the Dodd-Frank and EMIR protocols using the documentation established by the International Swaps and Derivatives Association (ISDA). Mr. Caraballo has advised sovereign and private sector clients on scores of derivative transactions using standard ISDA documentation, including::

Interest rate swaps
Currency swaps
Credit default swaps
Commodity hedges

Mr. Caraballo has also assisted high net worth individual clients in the use of derivatives to transfer the value of certain types of financial assets, such as capital and carried interests in private equity firms, venture capital firms and hedge funds, as part of their estate planning exercises.

Recent representative matters:

Latin American central bank in negotiation of ISDA Master Agreement and Schedule with Canadian swap dealer.
US hedge fund in negotiation of ISDA Master Agreement and Schedule and related Credit Support Annex (VM) with U.K. swap dealer, including advice on regulatory compliance issues under Dodd-Frank and EMIR requirements.
Latin American sovereign in negotiation of ISDA Master Agreements and Schedules with US and UK swap dealers, including advice on regulatory compliance with Dodd-Frank and EMIR requirements.
Latin American sovereign in negotiation of ISDA Master Agreement and Schedule, Credit Support Annex and additional credit support with Japanese banking group.
Latin American sovereign in connection with adherence to ISDA 2020 IBOR Fallbacks Protocol.
Asian development bank in connection with CFTC cross-border rules regarding swap dealer and major swap participant registration, mandatory clearing and margin requirements.
Latin American sovereign in connection with LIBOR transition provisions applicable to debt instruments, cross currency swaps and interest rate swaps.
Latin American sovereign in connection with ISDA 2018 US Resolution Stay protocol and related issues.
Latin American sovereign in connection with ISDA Master Agreement and Schedule, Credit Support Annex and related swap documentation with Morgan Stanley & Co. International, including advice on ISDA EMIR protocols, UK resolution authority powers and MIFID requirements.
Latin American sovereign in connection with ISDA Master Agreement and Schedule, Credit Support Annex and related swap documentation with Merrill Lynch International, including advice regarding EMIR portfolio reconciliation issues and swap data reporting requirements under EMIR and Dodd-Frank.
Latin American sovereign in connection with early termination of fixed to floating interest rate swaps in connection with prepayment of related toll road financings.
Latin American central bank in connection with swap trading relationship documentation with JPMorgan Chase Bank, N.A., including advice regarding US orderly liquidation authority and ISDA August 2012 and March 2013 Dodd-Frank protocols.
Latin American central bank in connection with swap trading relationship documentation with Bank of America, N.A., including advice regarding ISDA August 2012 and March 2013 Dodd-Frank protocols, US orderly liquidation authority and mandatory clearing under Dodd-Frank.
Latin American central bank in connection with ISDA Master Agreement and Schedule with Wells Fargo Bank, N.A.
Latin American central bank in connection with terms of business documentation with Wells Fargo Bank, N.A., including advice regarding mandatory clearing and exemptions therefrom, portfolio reconciliation, swap data reporting and end-user hedging exemptions under Dodd-Frank and US orderly liquidation authority.
Latin American central bank in connection with swap trading relationship documentation with State Street Bank and Trust Company, including advice regarding US orderly liquidation authority, mandatory clearing, end-user hedging exemptions and related issues under Dodd-Frank.
Latin American central bank in connection with ISDA Master Agreement and Schedule with Cooperative Rabobank, U.A., including advice regarding ISDA August 2012 and March 2013 Dodd-Frank protocols, ISDA 2013 EMIR NFC protocol, ISDA 2015 Universal Stay Protocol, exceptions to mandatory clearing under Dodd-Frank and FATCA.
Latin American central bank in connection with ISDA Master Agreement and Schedule with Zurcher Kantonalbank, including advice regarding FATCA, ISDA 2010 Short Form Hire Act protocol and Swiss Financial Market Infrastructure Act.
Latin American sovereign on issues concerning US orderly liquidation authority, treatment of qualified financial contracts and EU bail-in legislation in connection with derivatives transactions.
Latin American sovereign in connection with bilateral arrangement with Merrill Lynch International concerning EMIR portfolio reconciliation, dispute resolution and disclosure matters.
Latin American sovereign in connection with risk mitigation techniques required under ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure protocol.
Banco de Crédito del Peru on mandatory clearing issues under Dodd-Frank and EMIR in connection with swaps entered into with Swap Dealer counterparties in the US and EU.
Banco de Crédito del Peru on issues arising in connection with ISDA Regulatory Margin Self-Disclosure Letter under Dodd-Frank, EMIR and analogous Canadian regulations.
Credit Suisse Brazil (Bahamas) Limited in connection with Credit Default Swap involving Brazilian Reference Entity, including advice regarding occurrence of Credit Event, early termination rights, sufficiency of Publicly Available Information and related matters.
Itaú Unibanco and Banco Votorantim regarding Total Return Swap and equity derivative in connection with restructuring of acquisition financing transaction in oil sector in Argentina.
High net worth individual in connection with preparation of long-form confirmation for American-style call option on shares of privately held company.
High net worth individual in connection with preparation of long-form confirmation for private derivative on carried interest in private equity firm.
High net worth individual in connection with preparation of long-form confirmation for European-style call option on membership interests in private equity firm.