Karen Katri's practice includes a broad range of cross-border corporate finance transactions, especially in the areas of securities, bank financing and project financing, in Brazil and elsewhere in Latin America. She has been involved in offerings of debt and equity securities, including US-registered offerings and Rule 144A and Regulation S offerings, representing issuers and underwriters. She also assists clients in general corporate governance matters, including annual reports for foreign private issuers and ongoing disclosure obligations of SEC-reporting companies. Ms. Katri has also worked in the São Paulo office of White & Case.
Representation of HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, BB Securities Limited, BNP Paribas Securities Corp. and Santander Investment Securities Inc. as initial purchasers, and Credit Agricole Securities (USA) Inc., DNB Markets, Inc., Mitsubishi UFJ Securities (USA), Inc. and Natixis Securities Americas LLC, as co-managers, in a Rule 144A/Regulation S offering of US$1.69 billion 6.75% Senior Secured Notes due 2022 by Odebrecht Offshore Drilling Finance Limited, a Cayman Islands subsidiary of Odebrecht Óleo e Gás S.A. (OOG), the oil and gas division of the Odebrecht Group. The Notes proceeds were used to make intercompany loans to refinance in full secured project financings originally granted to finance the construction of the ODN I and ODN II offshore oil drillships and the Norbe VI semi-submersible drilling rig to pay costs and expenses in connection with this offering and for general corporate purposes. All three vessels have been chartered under long-term charter contracts to Petróleo Brasileiro S.A. – Petrobras. The issuance received an investment grade rating from Fitch, Moody’s and S&P and involved complex legal issues in Brazil, England, Panama, the Bahamas, the Cayman Islands, Austria and the United States.
Representation of Oi S.A. (formerly Brasil Telecom S.A.), a leading telecommunications company in Brazil, in several transactions, including: the registration of common shares, including shares represented by ADSs, and preferred shares, including shares represented by ADSs, issued in connection with its merger with Tele Norte Leste Participações S.A.; the issuance of common shares and preferred shares issued in connection with its merger with Telemar Norte Leste, S.A. in a transaction exempt from registration with the SEC under the cross-border transaction exemptions; separate offerings of US$1.5 billion of 5.75% notes due 2022 and R$1.1 billion of 9.75% notes due 2016 (payable in U.S. dollars), each under Rule 144A and Regulation S; and separate offerings by its subsidiary, Telemar Norte Leste S.A. of US$1 billion of 5.500% notes due 2020 and €750,000,000 of 5.125% senior notes due 2017, each under Rule 144A and Regulation S.
Representation of JBS S.A., the world's largest protein company, in numerous capital markets transactions raising more than US$2.0 billion – including an Austrian subsidiary of JBS S.A., as issuer, in Rule 144A and Regulation S offers and sales of US$750 million 6.25% senior notes due 2023 and JBS USA, LLC, as issuer, in its Rule 144A and Regulation S offer and sale of US$500 million 7.25% senior notes due 2021. This transaction also involved the borrowing of US$500 million in incremental term loans and a tender offer and consent solicitation for US$700.0 million 11.625% notes due 2014.
Representation of the Odebrecht Group in numerous capital markets issuances – including Construtora Norberto Odebrecht S.A. (CNO), the largest engineering and construction company in Latin America, in its Rule 144A and Regulation S offer and sale of US$550 million 4.375% notes due 2025, R$500 million (US$250 million) 8.25% notes due 2018 (payable in US dollars) and US$850 million 7.125% notes due 2042 and its tender offer for any and all of its 7.00% senior notes due 2020 (the 2020 Notes) and a partial tender for its 6.00% notes due 2023 (the 2023 Notes). In connection with the tender offer for the 2020 Notes, Odebrecht also solicited consents to amend the indenture governing the 2020 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions.