Rafael Roberti

Partner, New York

Biography

Overview

Rafael Roberti is a partner in our Capital Markets group, concentrating on domestic and cross-border financing transactions. Rafael advises financial institutions, sponsors and companies in negotiating and structuring complex securities offerings.

Rafael brings a broad experience in varying types of private and public securities offerings, including high-yield debt offerings, liability management transactions and structured financings, in the United States, Brazil, Mexico, other Latin and South American jurisdictions and elsewhere. His attention to client needs and problem-solving abilities provide clients with unique solutions in today's evolving legal environment.

Rafael has assisted domestic and foreign issuers, investment banks and sponsors on Rule 144A/Reg S offerings, SEC registered public debt and equity offerings, consent solicitations, exchange offers, tender offers, bridge financing commitments, securitizations and acquisition financings. In addition, he counsels clients on ongoing disclosure obligations and compliance requirements under the U.S. securities laws.

Bars and Courts
New York State Bar
New Jersey State Bar
Education
JD
American University, Washington College of Law
BA
Johns Hopkins University
Languages
English
Portuguese

Experience

Everi Notes Issuance
Representation of Jefferies LLC as initial purchaser and representative of the several initial purchasers in a Rule 144A and Regulation S offering by Everi Holdings (NYSE: EVRI), a premier single-source provider of gaming products, financial technology and player loyalty solutions in the gaming industry, of US$400 million of senior notes.

JBS Notes Issuances
Representation of JBS S.A. and its subsidiaries in connection with (i) its Rule 144A/Reg S offerings of an aggregate amount of US$1.5 billion of notes, consisting of US$1.0 billion of sustainability-linked notes, and (ii) US$500 million of notes to finance JBS's acquisition of Vivera Topholding BV, the third-largest manufacturer of plant-based food products in Europe, and (ii) consent solicitations for multiple series of existing notes to conform the company's covenant package across its newly issued and existing notes. JBS's sustainability-linked notes required that if JBS SA does not achieve certain reductions in greenhouse emissions prior to 2025, the interest rate of the notes increase. Along with the Firm's representation of Pilgrim's Pride Corporation’s sustainability-linked notes issuance, this was the largest sustainability-linked bond issuance in the leverage space.

NOVA Chemicals Notes Issuance
Representation of NOVA Chemicals on its Rule 144A/Reg S offering of US$575 million of senior notes, along with a tender offer, consent solicitation and subsequent redemption in full of NOVA Chemicals' existing notes due 2023. NOVA Chemicals produces and sells plastics and chemicals, specifically, ethylene, polyethylene and co-products, which are found in a wide range of products, from every day, consumer-oriented items such as food and beverage packaging, consumer electronics packaging, trash bags and toys, to industrial materials including storage drums, agricultural tanks and building and construction materials. NOVA Chemicals is a wholly owned subsidiary of Mubadala Investment Company PJSC of the Emirate of Abu Dhabi, United Arab Emirates, which, in turn is wholly owned by the government of Abu Dhabi.

Alliant Holdings
Representation of Alliant Holdings, a portfolio company of Stone Point Capital and one of the nation's largest specialty insurance brokerage firms, on its multiple Rule 144A/Reg S offerings of an aggregate amount of US$1.9 billion of senior notes, including US$1.35 billion of senior unsecured notes and US$525 million of senior secured notes.

Transocean Notes Issuance and Liability Management Transactions
Representation of Transocean (NYSE: RIG), a leading international provider of offshore contract drilling services for oil and gas wells, in connection with its multiple Rule 144A/Reg S offerings of an aggregate amount of US$2.25 billion of senior notes and with multiple private and general exchange offers and cash tender offers, whereby Transocean (i) exchanged an aggregate of US$2.2 billion of existing notes for an aggregate of US$1.2 billion of new senior guaranteed notes, including US$530 million of convertible notes, and (ii) purchased for cash over US$220 million of existing notes.

Grupo GICSA Real Estate Financing
Representation of Goldman Sachs, as sole global bookrunner and joint structuring agent, on an innovative, multi-currency, multi-tranche, structured refinancing in an aggregate amount of approximately US$750 million of nine commercial real estate developments operated by Grupo GICSA, a leading investor, developer and operator of premium shopping centers, corporate office buildings and mixed-use properties in Mexico. The transactions represented a first-of-its-kind structure for cross-border real estate finance in Mexico, and consisted of the issuance of and aggregate amount of MXN 7.8 billion senior secured notes, US$100 million of senior secured notes and MXN 2.310 billion of junior notes.

IFM Investors and Buckeye Partners
Representation of IFM Investors in its acquisition of Buckeye Partners, L.P., a publicly traded master limited partnership which owns and operates a diversified global network of pipeline assets and midstream logistics solutions, in a transaction valued at US$10.3 billion enterprise value and US$6.5 billion equity value. The transaction was named "Private Equity Deal of the Year (Over US$10 billion)" by M&A Advisor (2020). As well as subsequent representation of Buckeye Partners as issuer on its inaugural Rule 144A/Reg S offering of high yield notes in an aggregate principal amount of US$1 billion senior notes.

Constellation Oil Services Holding Debt Restructuring
Representation of Constellation Oil Services Holding (f/k/a/ QGOG Constellation S.A.), a provider of offshore oil and gas contract drilling and FPSO services in Brazil, in connection with the comprehensive restructuring of US$1.5 billion of its existing debt. In connection with the restructuring, the company issued $800 million of notes, including secured notes that were secured by certain assets of the company, including several of its drilling rigs.

CELSE Brazilian Thermoelectric Power Plant Financing
Representation of Goldman Sachs, Inter-American Investment Corp., International Finance Corp. and Swiss Export Risk Insurance on the structuring of the financing for the design, construction, and operation of Centrais Elétricas de Sergipe S.A. (CELSE), the project company's 1,516 MW thermoelectric power plant and related LNG receiving and gas transportation infrastructure in Brazil. At approximately BRL 5 billion (US$1.8 billion), this was the largest LNG-to-power financing in Latin America at the time. In connection with the financing, Goldman Sachs served as global coordinator, sole book-running manager and sole initial purchaser in the offering of BRL 3.2 billion senior secured notes, and as sole syndication agent, sole lead arranger, sole lead bookrunner and lender of BRL 168.5 million loan, each backed by BRL 3.37 billion of zero withholding tax Brazilian debentures issued by CELSE, which also received committed loans from IDB Invest and IFC. SERV insured 95% of the payment obligations by CELSE under the Brazilian Debentures. Named "Best Bond", "Financing Innovation of the Year" and "Best Infrastructure Financing: Brazil" by LatinFinance; "Power Deal of the Year" by IJGlobal; and Latin America "Power Deal of the Year" by Project Finance International.

Sovereign Company Bondholder Group Restructurings
Representation of the largest ad hoc bondholder groups in connection with the successful restructurings of each of the Republic of Ecuador's US$17.4 billion of external debt and the Republic of Argentina's US$64 billion of external debt. The restructuring terms provided each country substantial debt relief while preserving bondholder value, and included important contractual innovations to the bonds' standard-form collective action clauses.

Sovereign Company Bondholder Group Restructurings
Representation of the largest ad hoc bondholder groups in connection with the successful restructurings of each of the Republic of Ecuador's US$17.4 billion of external debt and the Republic of Argentina's US$64 billion of external debt. The restructuring terms provided each country substantial debt relief while preserving bondholder value, and included important contractual innovations to the bonds' standard-form collective action clauses.

Pro Bono
Representation of a charity founded by the CEO of a public medical device company to enhance health care in low-resource populations. The investment fund created in this transaction considers impact and economic sustainability as well as investment returns in its investment considerations.

Speaking Engagements

August 28, 2019: General Electric's 2019 Global Customer Summit