Biography
Karen's practice includes a broad range of cross-border corporate finance transactions, especially in the areas of securities, bank financing and M&A. She has been involved in offerings of equity and debt securities, including US-registered offerings (including IPOs, spin-offs, business combinations and tender offers) and private offerings (including Rule 144A and Regulation S offerings and private placements), representing issuers and underwriters. She also advises clients on general corporate governance matters, including annual reports and ongoing disclosure obligations of SEC-reporting companies. She is also a core member of the global Mining & Metals Group and has advised companies in connection with the SEC's mining disclosure requirements (Subpart 1300 of Regulation S-K).
Karen has also worked in the São Paulo office of White & Case and has been named as a "Next Generation Partner" among International Firms – Capital Markets by the Legal 500 Latin America.
Experience
JBS dual listing
Representation of JBS, one of the world's largest food companies, on its redomiciliation and dual listing the U.S. (NYSE) and Brazil (B3). Karen also advises JBS on its ongoing obligations as a reporting company in the U.S., including filings of annual and current reports with the U.S. Securities and Exchange Commission (SEC).
JBS debt offerings
Representation of JBS in connection with various 144A/Regulation S bond offerings totaling more than US$10 billion in the aggregate. Karen has also represented JBS on offers to exchange 13 series of unregistered notes for registered notes (A/B exchanges).
Éxito spin-off and tender offer
Representation of:
- Companhia Brasileira de Distribuição (known as GPA), the leading food retailer in South America, in the spin-off of its subsidiary Almacenes Éxito S.A. (known as Éxito), the sixth-largest food retailer in South America, and the largest in Colombia and Uruguay; and
- Éxito in connection with an SEC-registered Tier 2 tender offer by the Calleja Group to purchase all of Exito’s outstanding common stock.
Assaí spin-off and secondary offerings
Representation of:
- Companhia Brasileira de Distribuição (known as GPA), the leading food retailer in South America, in the spin-off of its wholly owned subsidiary Sendas Distribuidora S.A. (known as Assaí), the largest pure cash-and-carry player in Brazil. The spin-off involved the distribution of 100% of Assaí's common shares, including in the form of American Depositary Shares (ADSs), to holders of GPA common shares and holders of GPA ADSs, at the ratio of one Assaí share (or ADS) for each GPA share (or ADS); and
- Assaí and certain selling shareholders of the Casino Group in secondary-only public offerings of common shares, including ADSs totaling more than US$1.2 billion. Casino is the operator of some of France's largest supermarkets, such as Monoprix, Franprix and Géant, as well as of online and physical supermarket brands in Argentina, Brazil and Colombia.
Nubank US$2.6 billion dual-listed IPO
Representation of the underwriters in 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 largest IPO by a Latin American company in 2021. This transaction was recognized as "Deal of the Year" by The Legal 500 Brazil Awards, "Initial Public Offering of the Year" by LatinFinance, "Capital Markets Deal of the Year" by Latin Lawyer, "Impact Deal of the Year" by ITR Americas Awards and "Equity Deal of the Year" by IFLR Americas Awards.
Next Generation Partner, International Firms – Capital Markets, Legal 500 Latin America 2025
