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

Mr. Bagnall is a member of the capital markets practice group. His practice is focused on securities transactions, primarily involving Latin American companies, and general corporate representations.

Mr. Bagnall has represented numerous issuers in Latin America in connection with registered and exempt securities offerings and foreign and domestic financial institutions in providing financings to issuers in Latin America. Mr. Bagnall has advised Latin American issuers with respect to tender offers for debt and equity securities, public merger transactions and financial restructuring transactions. Mr. Bagnall has also advised a variety of Latin American issuers with respect to their ongoing disclosure obligations under the U.S. federal securities laws and compliance with their obligations under the rules of the U.S. exchanges on which their securities are listed.

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

Experience

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 Companhia Brasileira de Distribuição, the largest traditional retailer in the food segment in Brazil, in its 2019 tender offer conducted over the Colombian Securities Exchange to acquire any and all shares of Almacenes Éxito S.A., a leading multilatina retail commerce company in South America, and the subsequent issuance of new ADSs representing of common shares of Companhia Brasileira de Distribuição in a mandatory exchange for ADSs representing preferred shares of Companhia Brasileira de Distribuição.

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 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.

Representation of Inkia Energy Limited, a power generation 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.

Awards and Recognition

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