Mariana Seixas is an associate in the Americas Capital Markets group, which focuses on cross-border transactions involving Latin American companies. She has assisted on offerings of debt and equity securities, which include Rule 144A and Regulation S offerings, representing issuers and underwriters.
Among others, Ms. Seixas has represented:
- Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, and SMBC Nikko Securities America, Inc. as initial purchasers in a Rule 144A/Regulation S offering of US$1.1 billion 6.748% Senior Secured Notes due 2034 by MV24 Capital B.V., a Dutch special purpose entity owned by a group of strategic Japanese sponsors consisting of Mitsui & Co., Ltd, Modec, Inc., Mitsui O.S.K. Lines, Ltd. and Marubeni Corporation. The transaction involved complex legal issues in Brazil, England, the Netherlands, the Bahamas, Japan and the United States. This transaction is believed to be the first project bond for an FPSO issued under Rule 144A and Regulation S exemptions. Barclays Bank PLC and ING Bank N.V., Singapore Branch acted as co-managers in the offering.
- Banco Bradesco BBI S.A., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Inc., Santander Investment Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., and SMBC Nikko Securities America, Inc. on an offering by Klabin Austria GmbH and guaranteed by Klabin S.A. of 5.750% senior notes due 2029 (the ten-year notes) in an aggregate principal amount of US$500 million and 7.000% senior notes due 2049 (the green notes, and together with the ten-year notes, the new notes) in an aggregate principal amount of US$500 million, and a concurrent tender offer for Klabin's existing 5.250% notes due 2024. Klabin is the largest producer, exporter and recycler of packaging paper in Brazil. The company also sells hardwood pulp, softwood pulp and fluff pulp. Banco Safra S.A., Cayman Islands Branch, and XP Investments LLC acted as co-managers in the offering.
- Caixa Economica Federal, Merrill Lynch, Pierce, Fenner & Smith Inc., Bradesco Securities Inc., Banco do Brasil Securities LLC and Itau BBA USA Securities, Inc. as placement agents in the secondary offering of 27,656,408 common shares of IRB-Brasil Resseguros S.A., sold by Fundo de Investimento CAIXA FGEDUC Multimercado, for an aggregate amount of BRL 2.5 billion. IRB is a leading reinsurer in Brazil. The common shares trade on the São Paulo Stock Exchange. Common shares sold in the international offering were placed under Rule 144A and Regulation S.
- Morgan Stanley & Co. LLC, JP Morgan Securities LLC, Bradesco Securities Inc., Itau BBA USA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC as placement agents on the equity offering by Notre Dame Intermédica and by Bain Capital, the controlling shareholder of Notre Dame Intermédica, of 104,400,000 common shares of Notre Dame Intermédica for an aggregate amount of BRL 2.7 billion (approximately US$695 million). The company is one of the leading healthcare services companies in Brazil. The common shares trade on the São Paulo Stock Exchange. Common shares sold in the international offering were placed under Rule 144A and Regulation S.
- Merrill Lynch, Pierce, Fenner & Smith, BTG Pactual US Capital and BTG Pactual as international placement agents in an offering of common shares of GEB by the District Capital of Bogotá, its controlling shareholder, through the Colombian Stock Exchange (Bolsa de Valores de Colombia). The District Capital of Bogotá offered 953,714,705 common shares of GEB (representing 10.4% of the total outstanding shares of GEB) in a global offering, which included an international offering pursuant to Rule 144A/Regulation S through which non-Colombian investors could bid to participate in the global offering. The global offering was conducted as part of a "democratization" process in Colombia under Law 226 of 1995 in Colombia. GEB is a leading owner, developer, and operator of power generation, electricity transmission and distribution, and natural gas transportation and distribution facilities with operations in Colombia, Peru, Guatemala, and Brazil.
- Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Inc. and Morgan Stanley & Co. LLC as global coordinators and BB Securities Ltd. and Santander Investment Securities Inc. as joint bookrunners in a Rule 144A/Regulation S offering of 5.950% notes due 2025 by Hidrovias International Finance S.a r.l., a Luxembourg subsidiary of Hidrovias do Brasil S.A., in an aggregate principal amount of US$600 million. Hidrovias do Brasil is the largest independent provider of integrated inland waterway logistics services in South America.
- Oi S.A., one of the principal integrated telecommunications service providers in Brazil, in its US$6.2 Billion Offering of Common Shares, Preferred Shares, Common ADSs and Preferred ADSs.
- Companhia Brasileira de Alumínio as issuer and Votorantim Industrial S.A. as guarantor in a Rule 144A/Regulation S offering of 4.75% notes due 2024, in an aggregate principal amount of US$400 million.
- 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. This transaction was the largest project bond in Latin America (according to LatinLawyer) and was featured in the Wall Street Journal as a sign of the continued strength of Brazilian issuers despite questions being raised regarding Brazil's current economic outlook.
- Inkia Energy Limited (Inkia) in a Rule 144A/Regulation S offering of 8.375% Senior Notes due 2021, in an aggregate principal amount of US$150 million. The notes were issued as a reopening of Inkia's US$300 million 8.375% Senior Notes due 2021, originally issued in April 2011, in which we also represented Inkia. Inkia is an international electric power generation company with operations in Peru, the Dominican Republic, El Salvador, Bolivia and Chile.