Areas of Practice
Education
  • Duke Law School, J.D., 1977
  • Muhlenberg College, B.A. in Political Science, summa cum laude, 1974, Phi Beta Kappa
Bar & Court Admissions
  • District of Columbia
  • Pennsylvania

Harold I. Freilich

Partner
1330 Connecticut Avenue, NW
Washington DC 20036
TEL: +1 202 429 6416
FAX: +1 202 429 3902

Harold I. Freilich is a partner in Steptoe’s Washington office, where he is a member of the Corporate, Securities & Finance practice group.

Mr. Freilich’s practice focuses on complex international and domestic financing transactions including structured, project, and export finance involving US and foreign government supported or guaranteed financing.  He advises private equity investors, fund and asset managers and sponsors, project lenders, and borrowers in domestic and cross border infrastructure and other investments.  He has substantial experience with foreign investment in emerging markets.

Representative Matters

Private Equity Infrastructure Funds

  • Asian Tollways Operator - Represented major private equity infrastructure fund in sale to an institutional investor of its large preferred stock and common stock interests in one of the largest privately owned road projects in the world.
  • Asian Telecom Operators - Represented major private equity infrastructure fund in the sale of significant equity interests in multiple holding companies owning substantial equity interests in separate, unaffiliated licensed cellular telephony operators in various circles in India.
  • Asian Independent Power Producer - Represented two private equity infrastructure funds in connection with the acquisition of significant equity interests in one of the largest foreign owned, independent power developers in Asia.
  • Asian Manufacturing Company: Swap Transaction - Represented private equity infrastructure funds and co-investors in connection with the swap of their ownership interests in a large, foreign-owned Asian manufacturing company for shares of its NYSE and foreign stock exchange listed parent.
  • North American “P3” Infrastructure Investment Vehicle - Represented two globally known design/build and EPC contractors as co-sponsors in developing a “P3” investment vehicle to provide equity capital for concessionaires in major transportation, water and waste water, and building projects in North America.
  • African Cellular Operator - Represented private equity fund in purchase of strategic minority interest in cellular telephone company operating in four West African countries. 
  • East African Telecom Project - Represented international infrastructure investment fund in connection with the disposition of its shares in an East African satellite telecommunications provider.
  • South American Transportation Company - Represented private equity infrastructure fund in extensive due diligence investigation and negotiations as to acquisition of controlling interest in a major transportation company, partially owned by local unions after privatization by the host-country government. 
  • Caribbean Manufacturing Company - Represented private equity infrastructure fund and co-investing partner in acquisition of major interest in a Caribbean methanol manufacturing company, in the restructuring of that and three other companies owning similar assets, and in the liquidation of the investment in connection with a $500 million project financing from a major European bank to build a new methanol manufacturing plant in the Middle East.
  • Caribbean Private Equity Investors in North American Water Projects - Represented Caribbean-sourced and European-based private equity infrastructure investors in connection with acquisition and subsequent sale of participations in the controlling equity interest in a water desalination development company active throughout North America.
  • Caribbean Liquid Fuel Terminal and Pipeline - Represented private equity infrastructure fund in connection with acquisition of a controlling interest in the common and preferred stock and mezzanine investment in a greenfield liquid fuels terminal and pipeline development company in Caribbean.
  • South American Telecommunications Company - Represented private equity infrastructure fund in private purchase of preferred stock investment in a publicly traded telecommunications company operating throughout South America.
  • North American Solar Energy Project - Represented Asian based private equity investor as primary equity capital source for solar panel energy project in commercial/retail property in North America.
  • Balkans Agribusiness Project - Represented US debt and preferred stock investor in a Romanian joint venture to finance development of an agricultural project in Romania.

Infrastructure Project Developers

  • Fiber Optics Cable Project - Represented US-based telecommunications company, the lead member of a 15 member consortium formed to construct and operate this 11,000 kilometer submarine and terrestrial fiber optic cable connecting Europe with Japan and Korea, traversing the former USSR. This $750 million project was to be financed with internally generated funds, supplier credits, and third party debt financing.
  • Russian Telecommunications Gateway - Represented US-based telecommunications company as principal equity investor in and manager of Russian joint venture with state-owned telecom company to develop telecommunication infrastructure projects in Russia.  Also represented US-based telecommunications company as principal equity investor and lender in the formation of a Russian joint stock company with state-owned telecom company that acquired, installed and operated pursuant to authorization from Russian Ministry of Communications three international gateway switches in Moscow and St. Petersburg which, at the time of turn-up, doubled the number of Russia's international telephone circuits.
  • Baltic Telecommunications Gateway - Represented US-based Telecommunications Company as the principal equity investor in and manager of a joint venture with Lithuanian Telecom, which installed and operated an international gateway system in Lithuania.  The project interconnected with Eutelsat as well as terrestrial interconnects with the PSTN in Lithuania.  Negotiated the joint venture's exclusive multi-year license from the Lithuanian Ministry of Communications to provide international telephony services between 13 hard currency countries and the Lithuanian PSTN.
  • Baltic Consumer Products Joint Ventures - Advised global consumer products company and certain of its European affiliates with respect to the formation and implementation of joint ventures with foreign partners to develop, own and operate bottling facilities in Lithuania.
  • Russian Timber Joint Venture - Represented a joint venture among the Russian Ministry of Atomic Energy, US financial institutions, government sponsored enterprise funds and timber interests, a Norwegian shipping company, and other investors to build and operate eleven Russian plants using passive nuclear materials to sterilize Russian timber for export to North America and Japan, and to own and operate a Russian port facility to handle timber exports from the Russian Far East.

Other Private Equity Investment Fund Investments

  • US Petroleum Re-refiner and Distributor - Represented US-based private equity investor as equity investor and secured subordinated term lender in connection with multiple equity and debt refinancings involving multiple asset-based and term lenders in respect to one of the largest petroleum re-refiners/distributors in the US.
  • Global Forestry Company - Represented private equity investor in a multiple tranche, convertible debt and equity investment in, and as a participating lender in a subsequent debt facility to, a global forestry development company focused on ethical and sustainable forest land use.
  • American Automotive Parts ManufacturerRepresented US-based private equity fund in connection with the purchase from multiple venture capital investors of equity interests in major US based automotive parts manufacturer.   
  • Global Asset Management - Represented UK-based asset management company in negotiation of asset management contracts regarding privately-owned group of diversified companies with assets aggregating over $9 billion, operating in the financial, insurance, real estate, petro-chemical, oil and gas and spirits sectors in the United States, the United Kingdom, South America, Europe, and the Middle East.  

Private Equity Fund Formation and Financing, Cross Border Project Financing

  • Represented major US government contractor as lead limited partner with equity commitment of $150 million in connection with formation of an independently managed private equity fund to “corporatize,” and then commercialize, technologies that it owns, manages or influences.
  • Represented global private equity fund manager in connection with substantial recapitalization and equity investment from sovereign wealth fund.
  • Represented European-based private equity investor as lead limited partner with equity commitment of up to $350 million in connection with formation of multiple US-based private equity investment funds acquiring domestic manufacturing assets.
  • Represented multilateral financial institution in connection with multiple investments as flagship limited partner in regionally focused private equity investment funds.
  • Represented Japanese sponsor/fund manager/general partner in the formation of a British Virgin Islands limited partnership with investor commitments from $500 million to $1 billion to invest in distressed real estate-related assets in Japan, South Korea, and other East Asian countries.
  • Represented cross-border development financial institution for more than 22 years in connection with its investment fund and related lending activities in over 45 countries and on four continents, in the following and other projects where it was the source of between twenty and seventy percent of overall fund capital:
    • As secured guarantor and lender in connection with $150 million loan commitment to Egyptian private equity investment company for investment in infrastructure and related projects in Egypt and South Sudan
    • As guarantor and lender of $50 million in debt financing to a leveraged equity investment fund for investment in agricultural projects in sub-Saharan Africa
    • As secured guarantor and lender in connection with proposed commitment to provide $106.5 million in debt financing to a leveraged equity investment fund for investment in agricultural projects in sub-Saharan Africa
    • As secured guarantor and lender in connection with $136 million loan commitment to $420 million Mauritius private equity fund focused on clean energy project investments in India and other ASEAN countries
    • As secured guarantor and lender in connection with $62 million loan commitment to $200 million Mauritius private equity fund focused on renewable resource project investments in India, the Philippines and other Southeast Asia countries
    • As secured guarantor and lender in connection with $50 million loan to $200 million private equity fund focused on investment in Ukraine and Romania
    • As secured guarantor and lender of $22.8 million debt financing to an equity investment fund for residential investment in Central America
    • As secured guarantor and lender of financing for the expansion of a large oil and gas project in Colombia
    • As secured lender for the funding of co-borrowers’ investments in oil and gas development projects in Colombia
    • As secured loan syndicate member in a multi-lender project financing for a $1 billion power plant in India
    • As secured guarantor and lender of $30 million in senior and subordinated debt financing to support the capital requirements, and the SME lending portfolio, of a commercial bank in the Caucasus
    • As secured guarantor and lender of $115 million in debt financing in connection with restructuring of, and replacement of manager, investment advisor and general partner, of leveraged private equity fund focused on maritime and infrastructure investments
    • As secured guarantor and lender of $100 million in debt financing to a leveraged investment fund for equity investment in clean energy projects in Southeast Asia, including energy efficiency, batteries, green information technologies, transportation, water, and green buildings
    • As secured guarantor and lender of $44 million in debt financing in connection with restructuring of a leveraged investment fund for equity investment in clean energy projects in Southeast Asia, involving disaggregation of a single borrower structure into a multi-borrower structure
    • As secured guarantor and lender of $100 million in debt financing to an $300 million investment fund to finance equity and equity-related investments in renewable power generation, clean fuels, and renewable energy value chain investments and infrastructure in projects in over 150 eligible countries
    • As secured guarantor and lender of $160 million in debt financing to a leveraged equity investment fund for real estate projects in Russia, the NIS and Central and Eastern Europe
    • As secured guarantor and lender of $150 million in debt financing to an equity investment fund for investment in sub-Saharan Africa
    • As guarantor of $50 million in debt financing to an equity investment fund for equity investment in Middle East and North Africa
    • As secured guarantor of $300 million in debt financing to an equity investment fund for major projects in Russia, the Baltics and certain other countries emerging from the former USSR
    • As secured guarantor of $70 million in debt financing to a leveraged equity investment fund for investment in Eastern Europe
    • As secured guarantor of $70 million in debt financing to an equity investment fund for investment (along with parallel funds) in agribusiness projects in Russia and certain other countries emerging from the former USSR
    • As secured guarantor of $42 million in debt financing to a leveraged equity investment fund for investment in Eastern Europe
    • As secured guarantor of $80 million in debt financing to a leveraged equity investment fund for investment in Africa
    • As secured guarantor of $160 million in debt financing to a leveraged equity investment fund for real estate projects in Russia, the NIS and Central and Eastern Europe
    • As secured guarantor of $130 million in debt financing to a leveraged equity global investment fund for investment in projects in the maritime sector
    • As secured guarantor of $50 million in debt financing to a leveraged equity investment fund for investment in Asia
    • As secured guarantor in connection with refinancing of over $200 million in debt financing to a leveraged equity investment fund for investment in projects the former Soviet Union
    • As secured guarantor in connection with multiple refinancings of over $130 million in debt financing to a leveraged equity investment fund for investment in projects in Latin America
    • As secured guarantor in connection with refinancing of over $106 million in debt financing to a leveraged equity investment fund for investment in projects Russia and the NIS
    • As secured guarantor in connection with realignment and tender offer for over $109 million in debt financing to a leveraged equity investment fund for investment in projects in Africa
    • As secured guarantor of $110 million in restructured debt financing to a global leveraged equity investment fund
    • As secured guarantor of $20 million in the prepayment and refunding of debt financing to a leveraged equity investment fund for investment in Eastern Europe
    • As secured guarantor of $137.5 million in restructured debt financing to a leveraged equity investment fund for investment in projects in the former USSR
    • As secured guarantor of $70 million in restructured debt financing to a leveraged equity investment fund for investment in debt instruments of Asia companies
    • As secured guarantor of $80 million in debt financing to a leveraged equity investment fund for investment in the Caribbean and relegated regions
    • Commitment to serve as secured guarantor of $50 million in debt financing to a leveraged equity investment fund for investments in Iraq
    • As secured guarantor of $100 million in debt financing to a global leveraged equity investment fund for investment in renewable energy projects
    • As secured guarantor of $60 million in debt financing to a leveraged equity investment fund for investment in publicly traded and privately held distressed financial assets in Asia
    • As funding party and secured guarantor of $200 million in debt financing to a global leveraged equity investment fund for investment in global water projects
    • As secured guarantor of $150 million in debt financing to a leveraged equity investment fund for investment in financial assets in Asia
    • As secured guarantor in connection with its $65 million commitment to finance the development, construction and operation of a water desalination facility in the Caribbean
    • As secured project lender to a Polish joint stock company owned by US investors and TPSA (the Polish state telephone enterprise), where loan refinanced an operating cable television and fiber optic communications system in multiple cities in Poland
    • As direct lender in a $30 million commitment to finance the origination of a pool of residential mortgage loans in Nicaragua
  • Represented large US charitable foundation as principal financing source in successive projects to create pools of preferred stock investments in small-to-medium size borrowers with the objective of stimulating job-creating activities in the borrower’s locales.
  • Represented a manufacturer and exporter of customized power generating equipment active in 30 countries on five continents in connection with export financing and political risk insurance for related projects from The US Export-Import Bank, the International Finance Corporation, the Multilateral Insurance Guaranty Agency and other multilateral financial institutions; illustrative projects include the export of power generating equipment to public and private sector entities in India, Ecuador and Algeria.
  • African Agricultural PlantationRepresented state-owned project finance and export lender in $50 million project financing of “greenfield” agricultural plantation in Mozambique with Fortune 400 offtaker. 

Selected Structured Finance Transactions

  • Automotive Components - Advised foreign state-owned lender with respect to structured working capital and trade facility supporting the manufacture and export of high-technology automotive components from Africa to North America and Europe.  
  • Pension Plan FinanceAdvised several unrelated Fortune 100 pension plan sponsors with respect to unsecured loans to employee pension plans supported by asset backed securities comprising securities lending portfolio.
  • Pension Plan FinanceAdvised major investment bank pension plan sponsor with respect to special capital contribution and other financial support for stable value fund program of large pension plan portfolio.

International Fixed Income Funds

Asset Management

  • Represented Asian government-controlled investment vehicle in negotiation of multiple asset management arrangements with New York and London based asset managers with respect to establishment and funding of separate fixed-income funds, each with initial capital of $500 million.

Noteworthy

  • The Best Lawyers in America, Project Finance Law, 2006-2018
  • Deal Maker of the Year,” Finance Monthly, 2012

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