John is the Global Head of the Capital Markets Practice. He represents issuers, underwriters and other market participants in the full range of debt and equity capital markets transactions, including public offerings, 144A and Regulation S offerings, private placements and liability management. He also counsels foreign and domestic issuers on corporate advisory and compliance issues, including those related to SEC regulations, Sarbanes-Oxley legislation and disclosure obligations.
John is also active in structured finance and private equity transactions. He was resident in our São Paulo office from 2010-2013 and is fluent in Portuguese, Spanish and English.
John is ranked as a Leading Lawyer by Legal 500 Latin America: International Firms, Capital Markets.
Gould School of Law
Caixa Econômica Federal’s US$1.9 Billion Secondary Global Offering of Petrobras Shares, 2019
Representation of Caixa Econômica Federal, UBS Securities LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as global coordinators and joint bookrunners, and XP Securities, LLC, as joint bookrunner, in Caixa Econômica Federal's secondary global offering of its 3.24% stake in Petróleo Brasileiro S.A. - 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 approximately US$1.9 billion in net proceeds for the selling shareholder. The global offering consisted of an SEC-registered international offering of Petrobras common shares, offered directly or represented by American Depositary Shares (each of which represents two common shares), in the United States and elsewhere outside of Brazil, and a concurrent public offering of Petrobras common shares in Brazil. The total number of shares offered as part of the global offering was 241,340,371 common shares, with approximately 44 percent of the shares (directly or in the form of ADSs) being offered as part of the international offering and 56% as part of the Brazilian offering. Petrobras's common ADSs are listed in the New York Stock Exchange under the ticker symbol "PBR," and its common shares are listed on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) under the ticker symbol "PETR3," among others.
US$1.4 billion US IPO by Brazilian FinTech company, 2018
John represented Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as joint lead global coordinators and representatives of the underwriters; Itau BBA USA Securities, Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Inc. and Banco BTG Pactual S.A.-Cayman Branch as bookrunners on the US$1.4 billion registered initial public offering on the NASDAQ of Class A common shares of StoneCo Ltd. The 71 selling shareholders who participated in the offering comprised both individuals and entities from eight jurisdictions. Stone, a Cayman Islands entity, is a leading provider of financial technology solutions that empower merchants and integrated partners to conduct electronic commerce seamlessly across in-store, online, and mobile channels in Brazil.
US$1.1 billion US IPO by Argentine Cement company, 2017
John represented Loma Negra C.I.A. S.A., the leading cement company in Argentina, as issuer, and the selling shareholder, Loma Negra Holding GmbH, in the US$1.1 billion initial public offering of ordinary shares of Loma Negra and the listing of American Depositary Shares on the New York Stock Exchange. Loma Negra is part of the InterCement group, one of the largest cement producers globally.
US$1.8 billion bank and bond financings for subway system in Santiago, Chile, 2015 and 2017
John represented Empresa de Transporte de Pasajeros Metro S.A. (Metro), the state-owned owner and operator of the subway system in Santiago, Chile, in connection with US$1.8 billion in aggregate value of agency, bank and bond financings for the construction of new subway lines and improvements on existing lines, the most recent of which was completed in January 2017. The project represents the most significant infrastructure expansion effort in Chile since the inauguration of the Santiago subway. The initial financing was awarded "Best Transport Financing Deal of the Year 2015" by LatinFinance.
US$2.8 billion merger and US IPO of the subsidiary of a multinational energy conglomerate, 2016
John represented Avangrid, Inc. (formerly Iberdrola USA, Inc.) in connection with its SEC-registered IPO of common stock through the US$2.8 billion merger of UIL Holdings Corporation into Green Merger Sub, Inc., a wholly-owned subsidiary of Avangrid.
First international hybrid bond issued by a Colombian corporate, 2015
John represented Colombia Telecomunicaciones S.A. ESP, a subsidiary of Telefónica S.A., as issuer, in its international offer and sale of US$750 million 5.375% senior notes due 2022 – this transaction was awarded "Corporate Finance Deal of the Year 2012" by Latin Lawyer; and in the offering of its US$500 million subordinated perpetual notes, the first international hybrid bond issued by a Colombian corporate issuer – this transaction was awarded "High-Yield Bond of the Year 2015" by LatinFinance.
Bookrunner representation for Colombian airline IPO and bond offerings, 2013 and 2014
John represented J.P. Morgan and Citigroup as global coordinators and joint bookrunners in the US$409 million registered initial public offering (IPO) on the NYSE of American Depositary Shares of Avianca Holdings S.A. Avianca is a leading airline in Latin America, with headquarters in Bogotá, Colombia. John provided further representation to the two banks as joint bookrunners in the offer and sale by Avianca of US$300 million 8.375% senior notes due 2020, as well as in a US$250 million re-opening of this issuance.
South American oil and gas company IPO, 2014
For joint bookrunners J.P. Morgan, BTG Pactual and Banco Itaú BBA, John acted in the SEC-registered initial equity offering on the NYSE by Geopark Limited. Geopark is a South American oil and natural gas exploration and production company with operations in Chile, Colombia and Brazil.
Senior notes offering and tender offer by Mexican microfinance lender, 2014
John acted for issuer Financiera Independencia (Findep) in its Rule144A and Regulation S high yield offer and sale of US$200 million 7.50% senior notes due 2019 and a concurrent tender offer for its 10.0% Senior Notes due 2015 and a subsequent tender offer to purchase up to US$80 million of its 7.50% senior notes due 2019. Findep provides microcredit loans to low-income individuals and groups, primarily in Mexico.
Crude oil pipeline and port operator bond, 2014
John represented Oleoducto Central S.A., owner and operator of Colombia's largest crude oil pipeline (the Ocensa Pipeline) and operator of Colombia's primary crude oil export facility (the Port of Coveñas) on its inaugural Rule 144A and Regulation S offer and sale of US$500.0 million 4.000% senior unsecured notes due 2021. Oleoducto Central S.A. is indirectly owned by Ecopetrol S.A., Colombia's national oil and gas company.
US$2.56 billion international equity follow-on offering by Mexican bank, 2013
Representing Grupo Financiero Banorte S.A.B. de C.V. (GFNorte), the third-largest financial services group in Mexico, John acted on its US$2.56 billion international equity follow-on offering.
Offshore drilling notes offer and sale, 2013
John represented Citigroup and Credit Suisse as global coordinators, and Deutsche Bank and Santander as bookrunners, in the offer and sale of US$950 million 8.375% senior secured notes due 2020 by Offshore Drilling Holding S.A. The company owns and operates a fleet of state-of-the-art offshore drilling units and is controlled by Mexico's Grupo R.
Corporate finance deal of the year, 2012
John advised issuer Colombia Telecomunicaciones S.A. ESP, a subsidiary of Telefónica S.A., on its international offer and sale of US$750 million 5.375% senior notes due 2022. This transaction was awarded Corporate Finance Deal of the Year 2012 by Latin Lawyer.
Protein company notes offer and sale, 2012
Representing issuer JBS USA LLC, a subsidiary of JBS S.A., the world's largest protein company, John acted on its 2012 offer and sale of US$700 million 8.25% notes due 2020. He also acted for JBS S.A., as issuer, in its R$1.6 billion (US$919 million) follow-on international equity offering on the Novo Mercado segment of the São Paulo Stock Exchange.
National power and telecoms company offer and sale, 2011
John represented 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. He also acted on its subsequent US$250 million re-opening of the notes.
John moderated a panel on "A volatile world: how commodity prices and currency instability affect restructurings" as part of a Latin Lawyer’s annual GRR Restructuring Summit, June 2016, New York.
John spoke as part of a roundtable at an Americas Society event focused on Brazil's Infrastructure Funding Gap, October 2015, New York.
John spoke on public and private equity offerings at a private conference attended by executives from companies throughout Latin America, which are candidates for cross-border equity offerings in the coming years, August 2014, New York.
John spoke at the 1st and 2nd annual NYSE Equity Offering workshop sponsored by White & Case, BTG Pactual and NYSE, May 2014 (Bogotá, Medellín and Lima) and May 2015 (Lima).
Leading Lawyer, The Legal 500 Latin America, 2018
Capital Markets: International Law Firms
Leading Lawyer, Chambers Latin America, 2019
Capital Markets – Latin America-wide
Foreign Expert for Latin America, Chambers Global 2019
USA - Capital Markets: Debt & Equity
Chambers Latin America
"John Vetterli is a "strong and versatile lawyer," according to sources who continue to endorse his practice which is centered on debt and equity offerings as well as structured finance and private equity transactions."
The Legal 500 Latin America
"John Vetterli … is 'very knowledgeable in capital markets work in the Latin American region, and is also a very personable lawyer who is able to grasp quickly the business needs of his clients and provide invaluable inputs efficiently.'"