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 more than 20 years ago, 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 longstanding 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, 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

Chambers Latin America
Band 1: Capital Markets: International: Brazil, 2011 – 2019
"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 – 2019
"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, 2011 – 2019
#1 Legal Advisor: Total Proceeds Amount: Syndicated Loans, 2011 – 2019
#1 Legal Advisor: Number of IPOs: Equity, 2010 – 2019
#1 Legal Advisor: Number of Issuances: Debt, 2010 – 2019
#1 Legal Advisor: Number of Issuances: High-Yield, 2010 – 2019

LatinFinance
Bond of the Year: MV24 Capital FPSO, 2020
Domestic M&A Deal of the Year: Suzano's acquistion of Fibria, 2019
Oil & Gas Financing of the Year: TAG Pipeline, 2019
Deal of the Year: Syndicated Loan of the Year (Petrobras US$4.35 billion revolving credit facility), 2018
Deal of the Year: Restructuring (Oi S.A. US$20 billion-plus debt restructuring), 2018
Deal of the Year: Bond (Centrais Elétricas de Sergipe – CELSE US$1.8 billion thermoelectric power plant financing), 2018
Deal of the Year: Financing Innovation of the Year (Centrais Elétricas de Sergipe – CELSE US$1.8 billion thermoelectric power plant financing), 2018
Cross-Border M&A Deal of the Year (China Three Gorges), 2017

Latin Lawyer
M&A (Public) Deal of the Year: Suzano's acquistion of Fibria, 2019
Restructuring Deal of the Year: Constellation Oil Services, 2019
Restructuring Deal of the Year: Oi S.A., 2018
Deal of the Year: Latin America Equity Issue (Loma Negra US$1.1 billion IPO), 2017

IFLR Americas Awards
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 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 Oil & Gas Acquisition Deal of the Year: TAG Pipeline, 2019

The American Lawyer
Deal of the Year: Global Finance (Oi S.A. US$20 billion-plus debt restructuring), 2018

Experience

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.

Caixa Econômica Federal's secondary global offering
Representation of Caixa Econômica Federal, UBS Securities, Morgan Stanley and BofA Securities, as global coordinators and joint bookrunners, and XP Securities as joint bookrunner, in Caixa Econômica Federal's secondary global offering of its 3.24 per cent stake in Petróleo Brasileiro – Petrobras. Petrobras is one of the world's largest integrated oil and gas companies, engaging in a broad range of oil and gas activities, and is controlled by the Brazilian federal government. Caixa Econômica Federal is a financial institution owned by the Brazilian federal government. The offering raised circa US$1.9 billion in net proceeds for the selling shareholder.

CELSE – Centrais Elétricas de Sergipe S.A. financing
Representation of Goldman, 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.

Notre Dame Intermedica IPO
Representation of Morgan Stanley, J.P. Morgan, Banco Itaú BBA, Credit Suisse, UBS, Bradesco BBI and Citi, as placement agents, in the R$2.7 billion (US$764 million) initial public offering by Notre Dame Intermedica Participacoes S.A., one of the leading healthcare services companies in Brazil.

Votorantim, sale of Fibria to Suzano
Representation of Votorantim Participacoes 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.

Loma Negra IPO
Representation of Loma Negra, a leading cement company in Argentina, in its US$1.1 billion dual listing of American Depositary Shares on the New York Stock Exchange and ordinary shares on the Bolsas y Mercados Argentina (BYMA). This is the largest cement company IPO in history, the largest US IPO by a Latin American issuer in 2017 and the second-largest ever by an Argentine issuer.
Loma Negra is part of a larger Brazilian cement company, InterCement.

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.

USJ, liability management
Representation of U.S.J. – Açúcar e Álcool S.A., as issuer, in an exchange offer and consent solicitation of its outstanding 9.875% senior notes due 2019 for newly issued US$197 million 9.875%/12.00% senior secured PIK Toggle notes due 2021. This transaction was innovative in Brazil in that, concurrently with the exchange offer, USJ sought solicitation of approvals for a possible extrajudicial restructuring plan (included in the exchange offer memorandum). USJ achieved a near-90% participation and successfully completed the exchange offer. As a result, USJ was able to avoid the need to pursue the extrajudicial restructuring plan.

OAS, cross-border restructuring
Representation of OAS S.A., a Brazilian engineering and construction company, and its subsidiaries, in a heavily contested chapter 15 case and those New York law aspects of the legal restructuring in Brazil.

Lojas Americanas Follow-on
Representation of Lojas Americanas S.A. in connection with a Rule 144A/Regulation S equity follow-on offering of 135 million preferred shares and 108 million common shares, resulting in gross proceeds to Lojas Americanas of BRL7,733.8 million (approximately US$1,445.3 million). Lojas Americanas S.A. is one of the largest retail companies in Brazil based on market value, operating 1,705 stores as of March 31, 2020.

Allpark Empreendimentos, Participações e Serviços IPO
Representation of Allpark Empreendimentos, Participações e Serviços S.A., in its initial public offering on the B3 (São Paulo Stock Exchange) and concurrent Rule 144A/Regulation S offering of an aggregate of 28.6 million common shares, resulting in proceeds to the Company of R$300.3 million. The Company is a leader in the parking lot sector in Brazil, operating approximately 400,000 parking spaces in 684 facilities located in traffic-generating centers in Brazil's primary urban areas.