Mark Bagnall

Partner, Miami

Biography

“Award-winning lawyer Mark Bagnall supports issuers and underwriters with public and private offerings of debt and equity securities, with a particular focus on offerings.”
Latin American issuers

Overview

Mark provides advice and assistance to clients regarding complex and innovative capital markets transactions, primarily involving Latin American companies.

His significant track record of working on securities offerings and other transactions has given him a detailed knowledge of the financial, regulatory and business environment specific to countries within the Latin American region. Mark has helped to bring numerous deals to fruition, focusing on client objectives while negotiating the intricacies of local markets and ensuring his clients' compliance with relevant regulations, including US securities laws and exchanges rules.

Mark has represented numerous issuers in Latin America in connection with registered and exempt securities offerings, and has represented domestic and international financial institutions to provide financings to issuers in Latin America. He has also advised Latin American issuers with respect to tender offers for debt and equity securities and public merger transactions. He recently advised Oi S.A. regarding the capital markets aspects of its judicial recovery proceedings, the largest financial restructuring in Latin American history.

Mark has a comprehensive understanding of the disclosure obligations required under US federal securities laws, as well as obligations relating to the rules of US exchanges. He has frequently advised a variety of Latin American issuers to ensure ongoing compliance with these obligations.

He has represented major companies across a number of sectors, including telecommunications, power, petrochemicals, metals and mining, and pulp and paper. Mark is a member of the Capital Markets Practice, a global group committed to structuring transactions so that clients can realize their business objectives.

Bars and Courts
Florida State Bar
New York State Bar
Education
JD/MBA
University of Florida
Indiana University
Languages
English

Experience

Oi S.A.
Representation of Oi S.A., a leading telecommunications company in Brazil, in connection with its judicial recovery proceedings in Brazil, including advising with respect to the negotiation of the capital markets provisions of Oi's judicial recovery plan and the implementation of the plan following the approval of Oi's creditors in December 2017. Oi's judicial recovery was recognized as Global Finance Deal of the Year for 2018 by American Lawyer and Restructuring Deal of the Year for 2018 by Latin Finance, Latin Lawyer and IFLR. White & Case also received a commendation from The Financial Times for "Managing Scale and Complexity" in connection with the implementation of Oi's judicial recovery plan.

Representation of Oi S.A. in connection with its 2019 SEC-registered backstopped rights offering of R$4 billion of its Common Shares and Common ADSs, including the sale of R$2,011 million of its Common Shares and Common ADSs through the rights offering, the sale of R$1,989 million of its Common ADSs to the participants in the backstop facility and the registration with the SEC of the Common ADSs acquired through the backstop facility for resale.

Representation of Oi S.A. in connection with the issuance in 2018 of US$1.7 billion of its 10.000%/12.000% Senior PIK Toggle Notes due 2025, 302,846,268 Common ADSs and 23,295,054 American Depositary Warrants representing the right to purchase Common ADSs, and the distribution of 23,250,281 Common ADSs held by a subsidiary if Oi as part of the settlement of Oi's judicial recovery plan in transactions exempt from U.S. registration pursuant to Section 1145 of the U.S. Bankruptcy Code.

Representation of Oi S.A. in connection with a US$6.2 billion secondary offering of shares in 2014, a portion of which was publicly offered and SEC-registered and a portion of which was issued to Portugal Telecom as consideration for the purchase of substantially all of its operating assets, the registration in 2012 with the SEC of Common Shares and Preferred Shares, including shares represented by ADSs, issued in connection with Oi's merger with Tele Norte Leste Participações S.A., and the registration in 2009 with the SEC of Common Shares and Preferred Shares, including shares represented by ADSs, issued in connection with Oi's merger with Brasil Telecom Participações S.A.

Representation of Oi S.A. and its subsidiaries in connection with five offerings of senior notes between 2010 and 2015 in U.S. dollars, euros and Brazilian reais, in transactions exempt from SEC- registration pursuant to Rule 144A and Regulation S.

Grupo Energia Bogota
Representation of a consortium of international investment banks in connection with the secondary offering of common shares of Grupo Energia Bogota by Distrito de Bogota in 2018 under Rule 144A and Regulation S.

Inkia Energy Limited
Representation of Inkia Energy Limited, a power company with operations in Peru, Guatemala and seven other countries in Latin America and the Caribbean, in connection with 2017 offerings of US$600 million of it 5.875% Senior Notes due 2027, in transactions exempt from SEC- registration pursuant to Rule 144A and Regulation S.

Representation of the initial purchasers in an 2017 offering of US$330 million of 5.875% Senior Notes due 2027 of Energuate Trust, backed by loans made to Energuate, a Guatemalan power distribution company and subsidiary of Inkia, in a transaction exempt from SEC- registration pursuant to Rule 144A and Regulation S.

Braskem S.A.
Representation of Braskem S.A., the leading petrochemical company in the Americas, in connection with offerings of more than US$7.2 billion of notes with a variety of maturities in 17 registered or exempt offerings between 2005 and 2017.

Awards and Recognition

Best Lawyers, Securities/Capital Markets Law, 2013-2019