Eduardo A. Carvajal

Eduardo “Eddy” Carvajal represents both company and individual clients in a wide range of business and transactional matters, including mergers and acquisitions, joint ventures, finance transactions and commercial agreements. Mr. Carvajal has advised strategic, private equity, entrepreneur and executive team clients in connection with the purchase and sale of businesses including negotiation of transaction documentation, letters of intent and non-disclosure agreements as well as the due diligence review and assessment of targets. He has also counseled clients at distinct stages of development with  various debt and/or equity capital raising transactions  and secured and unsecured loans.  In addition, he has assisted numerous clients with corporate governance and compliance matters, including preparation of corporate records, observance of corporate and regulatory formalities, adoption of policies and procedures, and internal investigations of anti-bribery and corruption matters and/or employee misconduct.

Before joining AALRR, Mr. Carvajal was a foreign legal consultant in the Rio de Janeiro office of an international law firm where, in addition to advising clients on cross-border M&A transactions, financings and compliance matters, he managed operations of the firm’s two Brazilian subsidiaries.

ACQUISITION AND SALE TRANSACTIONS

• Represented a leading manufacturer of seamless rolled rings and die forgings for aerospace and other industrial applications in its stock sale to a publicly-listed U.S. company.
• Advised a food and animal safety company in connection with forming a holding company and acquiring two businesses in the genetic testing and pest control spaces.
• Counseled an enterprise data center business in connection with a carve-out acquisition of a public company’s technology solutions group.
• Represented a renewable energy project developer in the sale of several wind and solar generation projects.
• Advised a security technology company in connection with the diligence review of a target’s records, permits and commercial agreements.
• Represented various private equity firms in a variety of matters including (i) the preliminary diligence review of and initial bids for potential acquisition targets, (ii) the negotiation and successful closing of various leveraged acquisitions, (iii) the sale of various portfolio companies through auction processes, (iv) portfolio company employment and option agreements and (v) club investments.

JOINT VENTURE AND JOINT DEVELOPMENT TRANSACTIONS

• Represented an international energy production company in structuring a joint venture to acquire, develop and manage the Rockies Express natural gas pipeline.
• Represented an automobile manufacturer in connection with a strategic partnership to manufacture vehicles and service parts in Mexico for distribution to various end-markets.
• Represented a media and internet company in connection with various potential joint ventures to acquire and manage web-based brands across a variety of industries.

COMMERCIAL CONTRACTS AND GENERAL BUSINESS MATTERS

• Represented an international oil and gas company in the analysis of various engineering, procurement and construction contracts and strategic advice concerning various disputes under such contracts.
• Advised an international mining company with respect to its subsidiary’s commercial operations and a risk assessment of internal controls and employee policies.
• Counseled a restaurant operator on a variety of matters including (i) negotiation of marketing agreements with various advertising partners and (ii) negotiation of various commercial contracts with raw material suppliers.
• Advised a hospitality company with the analysis and review of brand licensing and hotel format franchising contracts.
• Represented a specialty chemicals company with commercial agreements to supply chemical additives to various customers.
• Advised a tire inflation system manufacturer on its limited warranty terms and negotiation of original equipment manufacturer supply agreements.

CAPITAL MARKETS AND PRIVATE PLACEMENTS

• Advised an internet advertising company raising equity financing from venture capital and institutional investors including negotiation and documentation of related co-sale and investors’ rights arrangements.
• Represented a property and casualty claims technology business with the issuance of various series of preferred stock.
• Assisted a satellite radio company to prepare debt and equity offering documents and to close various capital market financings.
• Represented various issuers in senior note offerings under Rule 144A and Regulation S.

LENDING AND PROJECT FINANCE TRANSACTIONS

• Represented an international oil and gas company in a variety of finance transactions including loan agreements, parent guarantees, letter of credit arrangements and sale and leaseback agreements.
• Represented a multinational energy company on the refinancing of senior debt and subordinated construction loans.
• Advised a shipping industry client with a structured financing for the acquisition of a logistics business.
• Represented a real estate investment trust in connection with its multi-tranche secured revolving credit and term loan facilities and related security agreements and guaranty documentation.

CORPORATE GOVERNANCE AND COMPLIANCE

• Advised executive management teams on corporate record-keeping and observance of corporate and regulatory formalities to facilitate audit review and strategic corporate transactions.
• Assisted an oil and gas company with (i) the conduct of an internal investigation regarding possible violations of the Foreign Corrupt Practices Act (FCPA) and compliance with United States federal government subpoenas and (ii) the review of contracting procedures and methods and advice on the adequacy of the design and implementation of FCPA compliance programs.
• Advised Tejon Ranch Conservancy, an independent non-profit organization responsible for conservation and stewardship of the largest contiguous private property in California, on a variety of matters including corporate governance and record-keeping, grant agreements, vendor contracts, employment law matters and qualification for 501(c)(3) status.

Practice Areas

Community & Professional

• Hispanic National Bar Association
• Brazilian Bar Association
• Harvard Alumni Association
• Georgetown University Alumni Association