Representation of JBS USA LLC — the US subsidiary of JBS S.A., the world's largest protein company — as issuer, in its 2012 Rule 144A and Regulation S offer and sale of US$700 million 8.25% notes due 2020, as well as JBS S.A., as issuer, in its R$1.6 billion (US$919M) follow-on international equity offering on the Novo Mercado segment of the São Paulo Stock Exchange. The latter shares were offered in the United States to qualified institutional buyers (as defined in Rule 144A) and outside the United States pursuant to Regulation S.

Representation of Manabi Holding S.A., a Brazilian mining company, in its US$550 million private placement in the United States pursuant to Regulation D and outside of the United States pursuant to Regulation S in 2011. The proceeds of the offering were used in part to finance Manabi’s concurrent acquisition of two iron ore mining projects in Brazil. Bank of Montreal and Canaccord Genuity acted as placement agents for the offering.

Representation of Companhia de Locação das Américas (Locamerica), a leading vehicle fleet outsourcing company for corporate clients in Brazil, as issuer in its R$273.0 (US$144.7M) initial international equity offering in 2012 of common shares which were offered in the United States to qualified institutional buyers (as defined in Rule 144A) and outside the United States pursuant to Regulation S. Banco Itaú BBA, BTG Pactual, BofA Merrill Lynch, Banco Votorantim and BB acted as joint bookrunners.

Representation of BTG Pactual, Banco Itaú BBA and Santander, as joint international agents, and XP, as co-manager, in the R$370 million ($196.7M) initial international equity offering in 2012 by Unicasa Indústria de Móveis S.A. (Unicasa), a leading customized furniture and fixtures company in Brazil. The shares were offered in the United States to qualified institutional buyers (as defined in Rule 144A) and outside the United States pursuant to Regulation S.

Representation of Credit Suisse, Banco Itaú BBA, Bradesco BBI, BTG Pactual and Morgan Stanley, as placement agents, in the R$2.4 billion (US$1.4B) initial international equity offering in 2010 by OSX Brasil S.A., a Brazilian start-up offshore oil and natural gas equipment and services company, as well as Credit Suisse, UBS and Banco Itaú BBA, as joint bookrunners, in the R$6.7 billion (US$4.1B) initial international equity offering in 2008 by OGX Petróleo e Gás Participações S.A. (OGX), a start-up oil and gas venture and the largest Brazilian private sector oil and natural gas company in terms of offshore exploratory acreage, each on the Novo Mercado segment of the São Paulo Stock Exchange. The shares were offered in the United States to qualified institutional buyers (as defined in Rule 144A) and outside the United States pursuant to Regulation S.

Representation of Pesquera Exalmar S.A., a leading producer of fishmeal and fish oil in Peru, as issuer, in its S/.341.1 million (US$122.3M) initial equity offering in 2010 on the Lima Stock Exchange (Bolsa de Valores de Lima). The shares were offered in the United States to qualified institutional buyers (as defined in Rule 144A) and outside the United States pursuant to Regulation S.

Representation of Instituto Costarricense de Electricidad (ICE), the national electric power and telecommunications company of Costa Rica, in its inaugural Rule 144A and Regulation S offer and sale in 2011 of US$250 million 6.95% senior notes due 2021, as well as the subsequent US$250 million re-opening of this issuance in 2012. The original issuance was the first Rule 144A offering by a Costa Rican corporate issuer.

Representation of Banco de Crédito del Perú (BCP), a leading Peruvian financial institution and part of the New York Stock Exchange-listed Credicorp Ltd, the largest financial holding institution in Peru, in its US$350 million Rule 144A and Regulation S offer and sale in 2012 of 6.125% fixed-to-floating rate subordinated notes due 2027. BofA Merrill Lynch and Citigroup acted as initial purchasers, while BCP’s Investment Banking Division acted as placement agent and co-manager with respect to the offer and sale of the notes in Peru.