Brazil

About

Our long experience working in the business environment in Brazil drives our leading position in Brazil's innovative cross-border financial transactions and capital markets offerings. Established 25 years ago as one of the first international firms on the ground, our São Paulo office offers clients the benefit of our substantial experience working on the New York and international law aspects of some of the largest and most complex and high-profile cross-border debt and equity capital markets offerings, corporate, structured and project financings, and acquisition and joint venture transactions in Brazil and abroad.

Clients look to our experience and long-standing relationships with Brazilian companies and financial institutions to provide international counsel across a gamut of industries and jurisdictions. We have long-term, close working relationships with Brazil's leading law firms, which allow us to coordinate Brazilian law matters with well-qualified local counsel. Clients from the US, Europe, Asia-Pacific, the Middle East and Africa rely on our assistance with their cross-border investments into Brazil and across Latin America, and we also advise Brazilian companies in connection with their outbound international acquisitions and foreign divestitures and investments.

Our São Paulo team is supported by lawyers in our US and London offices who are devoted to assisting on matters involving Brazil, and by a cadre of lawyers in other offices in Europe, Asia- Pacific, Africa and the Middle East. These lawyers work on behalf of Brazilian clients worldwide to orchestrate complex, multi-party financing and M&A and restructuring matters, to resolve international disputes involving arbitration, litigation and alternative dispute resolution mechanisms and to help clients with their compliance issues

 

AWARDS & RECOGNITION

Chambers Latin America
Band 1: Capital Markets: International: Brazil, 2011 – 2021
"The team has a very good knowledge of structured finance where the transaction eventually goes to market, which makes it easier to discuss and explain potential concerns from the banking side that could affect the marketing of a transaction."

Band 1: Banking & Finance: International: Brazil, 2009 – 2021
"They have excellent knowledge of the environment in Brazil and are one of the firms that has the most in-depth knowledge of how Brazilian transactions are structured."

Data from Thomson Reuters: International Law Firms: Brazil
#1 Legal Advisor: Number of Transactions: Syndicated Loans, 2013 – April 2022
#1 Legal Advisor: Total Proceeds Amount: Syndicated Loans, 2013 – April 2022
#1 Legal Advisor: Number of IPOs: Equity, 2010 – April 2022
#1 Legal Advisor: Number of Issuances: Debt, 2010 – April 2022
#1 Legal Advisor: Number of Issuances: High-Yield, 2010 – April 2022

LatinFinance
Road / Rail Financing of the Year: Rumo's 500 million Green Project Bond, 2021
Equity Follow-On of the Year – Banco Inter's R$5.5 Billion Follow-On Offering, 2021
Bond of the Year: MV24 Capital FPSO, 2020
Domestic M&A Deal of the Year: Suzano's acquisition of Fibria, 2019
Oil & Gas Financing of the Year: TAG Pipeline, 2019

Latin Lawyer
Capital Markets Deal of the Year: Nubank IPO, 2021
M&A (Private) Deal of the Year: QuintoAndar's acquisition of Navent, 2021
M&A (Public) Deal of the Year: Suzano's acquisition of Fibria, 2019
Restructuring Deal of the Year: Constellation Oil Services, 2019

IFLR Americas Awards
Project Finance Team of the Year, 2022
Equity Deal of the Year: Nubank IPO, 2022
Restructuring Deal of the Year: Constellation Oil Services, 2020
Project Finance Deal of the Year: Porto de Sergipe, 2019
Restructuring Deal of the Year: Oi S.A., 2019

IJGlobal
Latin America Social Infrastructure Deal of the Year: Smart Luz Smart City Project, 2021
Latin America Mining Deal of the Year: Project Serrote, 2020
Latin American M&A Deal of the Year: TAG Pipeline Acquisition, 2019
Latin America Upstream Oil & Gas Deal of the Year: Trident Energy Acquisition Finance, 2019

Marine Money
Offshore Innovation Deal of the Year: MV24 Capital FSPO, 2019

Proximo
Latin America PPP Deal of the Year: Rio Luz, 2021
Latin America Mining Deal of the Year: Project Serrote, 2021
Latin America Solar Deal of the Year: New Juazeiro, 2020
Latin America Oil & Gas Deal of the Year: Trident Energy, 2020
Latin America Oil & Gas Acquisition Deal of the Year: TAG Pipeline, 2019

Experience

São Paulo Metro Line 6 project financing
Representation of the senior lenders, including multilateral lenders, development finance institutions, a syndicate of commercial banks and BNDES (Brazil's national development bank) in the project financing of the approximately US$3 billion São Paulo Metro Line 6 in Brazil. This is the first-ever limited recourse financing of an infrastructure PPP project in Brazil by BNDES and is currently the largest PPP project under construction in Latin America.

Nubank dual-nation IPO
Representation of the underwriters on Nubank's US$2.6 billion dual initial public offering in New York and São Paulo. At the offer price, Nubank had a market capitalization of approximately US$42 billion, making it the most valuable listed financial institution in Latin America, the largest IPO by a Brazilian company since 2017 and the largest IPO by a Latin American company in 2021. This transaction was recognized as "Equity Deal of the Year" by IFLR Americas Awards and "Capital Markets Deal of the Year" by Latin Lawyer.

Smart City Project in Brazil
Representation of a group of sponsors in the financing for the largest integrated smart city project in Latin America, which is located in the City of Rio de Janeiro, Brazil. The financing took the form of an issuance of senior secures notes to certain investors in reliance on Rule 144A and Regulation S of the U.S. Securities Act. The Notes are guaranteed by the U.S. International Development Finance Corporation ("DFC") and Goldman Sachs, acted global coordinator, sustainability bond structuring agent and initial purchaser. This transaction was recognized as "Latin America PPP Deal of the Year" by Proximo Awards and "Latin America Social Infrastructure Deal of the Year" by IJGlobal.

QuintoAndar acquisition
Representation of QuintoAndar, Ltd., a proptech unicorn startup company which has developed a real estate marketplace focused on rentals and sales, in its acquisition of Navent Group's real estate portals and operations in Argentina, Brazil, Chile, Ecuador, Mexico, Panama, Peru and Venezuela. This transaction has been recognized as "M&A Private Deal of the Year" by Latin Lawyer.

Asset-carveout transaction
Representation of Zanite Acquisition, a special purpose acquisition company focused on the aviation sector, on its agreement to enter into a definitive business combination agreement with Embraer, a Brazilian multinational aerospace manufacturer that produces commercial, military, executive and agricultural aircraft, and provides aeronautical services, to acquire EVE UAM, an Urban Air Mobility business spanning electric vertical takeoff and landing vehicle design and production, service and support, fleet operations and urban air traffic management. This was a de-SPAC deal that was structured as an asset-carveout transaction through the contribution of the Urban Air Mobility business assets from Embraer to EVE UAM.

Casablanca solar project
Representation of Atlas Renewable Energy in connection with closing its limited recourse financing for the Lar do Sol – Casablanca project, a bi-facial technology solar project with a combined installed capacity of 359 MWp, located in the State of Minas Gerais, Brazil. The proceeds of the financing, provided by IDB Invest and DNB Bank ASA, will be used to design, construct, commission and operate the Project as well as a transmission line to the Pirapora II substation, which will interconnect the Project with the electrical grid. The loan facilities include US dollar-denominated loans and Brazilian reais-denominated loans. The White & Case team worked on a number of aspects of this landmark transaction, including negotiating aspects of the 15-year contract signed between Atlas Renewable Energy and Anglo American, as offtaker of the Project.

Juazeiro solar project
Representation of Atlas Renewable Energy, as sponsor, and certain of its affiliates, as borrower and guarantors, in connection with a breakthrough transaction for the development and limited recourse financing of the 187 MWp New Juazeiro solar power project (also known as "Jacaranda"). The plant is to be built in the state of Bahia, Brazil and is expected to generate 440GWh per year. The financing, provided by IDB Invest and DNB Bank ASA, is the first of its kind in that it is the first solar project in Brazil being financed exclusively in US dollars. The plant will provide clean energy to a Brazilian subsidiary of Dow Inc. under a 15-year power purchase agreement. This transaction has been recognized as "Latin American Solar Deal of the Year" by Proximo Awards.

Cidade de Ilhabela FPSO
Representation of Citigroup Global Markets Inc., MUFG Securities Americas Inc., ING Financial Markets LLC and Mizuho Securities USA LLC, as initial purchasers, and ABN AMRO Securities (USA) LLC, Société Générale, DNB Markets, Inc., Natixis Securities Americas LLC, Coöperatieve Rabobank U.A., Crédit Agricole Securities (USA) Inc. and SMBC Nikko Securities Americas, Inc., as co-managers, in connection with a project bond offering of US$850 million 5.198% senior secured notes due 2034 by Guara Norte S.à. r.l. The issuer is owned by SBM FPS Holding (SBM) (75%) and Mitsubishi Corporation (25%). Guara Norte is the owner of the floating production storage and offloading unit Cidade de Ilhabela, which is deployed on and critical for the monetization of the pre-salt Sapinhoá oil field in the Santos Basin in Brazil. The members of the consortium formed by Petróleo Brasileiro S.A. – Petrobras, BG E&P Brasil Ltda. (Shell) and Repsol Sinopec Brasil S.A. constitute the ultimate beneficiaries of the FPSO's services. The notes are secured by mortgage over the FPSO, assignment of rights over cash balance and cash flows, and equity interest in Guara Norte, among others.

First US dollar project financing for a greenfield mining project in Brazil
Representation of ING Capital LLC, Société Générale and Natixis as lenders in connection with a US$140 million financing for an open-pit copper-gold mine in Alagoas, Brazil, owned by Mineração Vale Verde Ltda., a subsidiary of mining-focused private equity firm Appian Capital Advisory LLP. The deal was structured on a project financing, limited recourse basis and the loans are structured as export prepayment loans that benefit from favorable tax treatment under Brazilian law. The loan facility also contemplates the sale of a gold royalty for a future upsize of the facility. The deal is thought to be the first US dollar project financing for a greenfield mining project in Brazil. This transaction was named "Latin America Mining Deal of the Year" by IJGlobal and "Latin America Mining Deal of the Year" by Proximo Awards.

Brazilian software merger
Representation of Linx S.A.. (NYSE: LINX), a leading provider of retail management software in Brazil, in its US$1.2 billion business combination with STNE Participações S.A., a controlled company of StoneCo Ltd. (NASDAQ: STNE), a leading provider of financial technology solutions that empower merchants to conduct commerce seamlessly across multiple channels.

Natura Cosméticos notes offering
Representation of BofA Securities, Inc., HSBC Securities (USA) Inc., Banco Bradesco BBI S.A., Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and Morgan Stanley & Co. LLC as initial purchasers in a Rule 144A and Regulation S offering by Natura Cosméticos S.A., a Brazilian global direct-to-consumer beauty company (the "Company"), of US$1 billion aggregate principal amount of its 4.125% Sustainability-Linked Notes Due 2028, unconditionally and irrevocably guaranteed by Natura &Co Holding S.A. a Brazilian corporation. The funds will be used to refinance a portion of the Company's existing debt, including the redemption of all of its existing notes due 2023.

TAG acquisition financing
Representation of a syndicate of ten international and Brazilian banks on the financing of ENGIE S.A.'s and Caisse de dépôt et placement du Québec's (CDPQ) approximately US$8.6 billion acquisition of 90 percent of Transportadora Associada de Gás S.A. (TAG), the owner of an approximately 4,500 km natural gas pipeline network in Brazil, from Petróleo Brasileiro S.A. – Petrobras. The sale was the largest in terms of dollar value of the divestments undertaken by Petrobras to date and is believed to be one of the largest project financing deals ever in Latin America in terms of deal value. This transaction has been recognized as "Oil & Gas Deal of the Year" by LatinFinance and "Americas Deal of the Year" by Project Finance International.

Secured notes offering to refinance Brazilian FPSO
Representation of Citigroup Global Markets Inc., as global coordinator, and Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as joint bookrunners, in a Rule 144A/Regulation S offering of US$1.1 billion senior secured notes by MV24 Capital B.V., a Dutch special-purpose entity owned by Mitsui & Co., Ltd, MODEC, Inc., Mitsui O.S.K. Lines, Ltd. and Marubeni Corporation. This transaction is believed to be the first FPSO project bond issued under Rule 144A and Regulation S. MODEC has 11 FPSO charter projects around the world, and this transaction will allow the company to diversify its financing sources and provide financing flexibility for the construction of additional FPSOs. The transaction was named "Offshore Innovation Deal of the Year" by Marine Money and "Bond of the Year" by LatinFinance.

CELSE – Centrais Elétricas de Sergipe S.A. financing
Representation of Goldman Sachs, IDB Invest and IFC in connection with the structuring of the financing for the design, construction and operation of a 1,516 MW thermoelectric power plant and related LNG receiving and gas transportation infrastructure in the State of Sergipe, Brazil. Goldman served as global coordinator, sole book-running manager and sole initial purchaser in the offering by a Luxembourg special purpose vehicle of R$3.2 million 9.850% Senior Secured Notes due 2032, and as sole syndication agent, sole lead arranger, sole lead bookrunner and lender of a loan in the aggregate principal amount of R$168.5 million to the Lux SPV. The Lux SPV used the proceeds from the notes and the loan to purchase R$3.37 million of zero withholding tax Brazilian debentures, which were issued by CELSE – Centrais Elétricas de Sergipe S.A., which also received committed loans from IDB Invest and IFC. In another first, Swiss Export Risk Insurance insured 95% of the payment obligations by CELSE under the Brazilian Debentures. The deal was named "Best Bond" and "Best Infrastructure Financing: Brazil" by LatinFinance.

Votorantim, sale of Fibria to Suzano
Representation of Votorantim Participaçöes S.A., as selling shareholder, in the approximately US$11 billion sale of Fibria Celulose S.A. (NYSE: FBR), the world's largest producer of market pulp, to Suzano Papel e Celulose S.A. (OTCMKTS: SUZBY), the largest paper and pulp company in Latin America. Concurrently, we also represented BofA Merrill Lynch, as financial advisor to Fibria Celulose S.A., in the company's sale to Suzano.

Oi, restructuring plan approval
Representation of Oi S.A., a Brazilian telecommunications company, in its restructuring of more than US$20 billion of debt, the largest-ever debt restructuring in Latin America. The Firm acted as international counsel, advising Oi with respect to its New York and English law governed bond debt and export credit agreements and with respect to US and English law issues arising in Oi's various judicial insolvency cases, which spanned across Brazil, the United States, the United Kingdom, the Netherlands, Portugal and the Cayman Islands. The transaction was named "Restructuring Deal of the Year" by IFLR Americas Awards and LatinFinance and "Global Finance Deal of the Year" by The American Lawyer.

China Three Gorges, acquisition and sale
Representation of China Three Gorges Corp., a clean energy group focused on large-scale hydropower development and operation, in its US$1.2 billion acquisition of the Brazilian business of Duke Energy Brazil. The assets include eight hydroelectric plants on the border of São Paulo and Paraná states and two smaller hydropower plants in northern São Paulo, as well as, representation of China Three Gorges in connection with the simultaneous sale of one third of the equity interests in Duke Energy Brazil to China Latin America Industrial Cooperation Investment Fund. The deal was named "Cross-Border M&A Deal of the Year" by LatinFinance.