Rafael Roberti is an associate in our Capital Markets group, concentrating on domestic and cross-border financing transactions. Rafael advises financial institutions 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, South America 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, bridge financing commitments, whole-business securitizations and collateralized loan obligation issuances. In addition, he counsels clients on ongoing disclosure obligations and compliance requirements under the U.S. securities laws.
Transocean Notes Issuance
Representation of Transocean, a leading international provider of offshore contract drilling services for oil and gas wells, in connection with the issuance of $750 million senior unsecured notes due 2025 by its wholly-owned subsidiary, Transocean, Inc. The Notes are fully and unconditionally guaranteed by Transocean Ltd. and certain of its subsidiaries.
Goldman Sachs & Co.'s Structuring of the Financing of Brazilian Thermoelectric Power Plant
Representation of Goldman Sachs & Co. LLC, Inter-American Investment Corporation, International Finance Corporation and Swiss Export Risk Insurance in connection with the structuring of the financing for the design, construction, and operation of CELSE - Centrais Elétricas de Sergipe S.A., the project company's 1,516 MW thermoelectric power plant and related LNG receiving and gas transportation infrastructure, located in Brazil. At approximately R$5.0 billion (U.S.$1.8 billion), this is the largest LNG-to-power financing in Latin America to date. Goldman served as global coordinator, sole book-running manager and sole initial purchaser in the offering of R$3,201,500 9.850% Senior Secured Notes due 2032, and as sole syndication agent, sole lead arranger, sole lead bookrunner and lender of a loan in the aggregate principal amount of R$168,500,000, each backed by CELSE's zero withholding tax Brazilian debentures. SERV insured up to 95% of CELSE's payment obligations under the Brazilian debentures, resulting in what is believed to be the first time they have insured an issuance of a capital markets instrument.
TitleMax Notes Issuance
Representation of Jefferies LLC, as sole initial purchaser on the offering by TMX Finance LLC, a privately-owned consumer finance company focused primarily on automobile title lending, of $450 million senior secured notes due 2023. TMX Finance used the proceeds from the offering to redeem all of its outstanding 8.50% senior secured notes due 2018. Certain of TMX Finance's domestic subsidiaries guaranteed the notes.
Hertz Euro Notes Issuance
Representation of Hertz Holdings Netherlands B.V., as issuer, in its issuance of €500 million in aggregate principal amount of senior notes due 2023. Hertz used the proceeds from the offering to redeem all of its outstanding 4.375% senior notes due 2019. The Hertz Corporation together with certain of its U.S. and non-U.S. subsidiaries guaranteed the notes. Credit Agricole Corporate and Investment Bank, BNP Paribas, Barclays Bank PLC, Deutsche Bank AG, London Branch, Lloyds Bank plc, Natixis and RBC Europe Limited acted as initial purchasers.
Constellation Oil Services Holding Exchange Offer
Representation of Constellation Oil Services Holding (f/k/a/ QGOG Constellation S.A.), a market-leading provider of offshore oil and gas contract drilling and FPSO services in Brazil, on its offer to exchange any and all of its outstanding US$700 million senior notes for newly issued senior secured notes and related consent solicitation. The new notes are secured by certain assets of QGOG, including several of its drilling rigs. The representation of QGOG included extensive negotiations with an ad hoc committee of bondholders owning a majority of the aggregate principal amount of existing notes.
Affinion Group Global Debt Restructuring
Representation of Elliott Management Corp. and Franklin Mutual Advisers, LLC, as investors under a restructuring support agreement related to three outstanding series of notes of Affinion Group Holdings, Inc. and its subsidiaries, in connection with Affinion's global debt restructuring, and related offers to exchange or repurchase for cash existing notes for either cash or new senior notes and warrants to purchase common stock of Affinion.
Everi Payments Notes Issuance
Representation of Jefferies LLC and Macquarie Capital (USA) Inc. as joint book-running managers and initial purchasers on the offering by Everi Payments Inc., a market leader in providing video and mechanical reel gaming content and technology solutions, of US$375 million senior unsecured notes.
Coinstar's Whole Business Securitization and Notes Issuance
Representation of Guggenheim Securities LLC, as lead initial purchaser and sole structuring advisor, in the structuring of a whole business securitization of Coinstar's coin exchange business, by a special purpose vehicle subsidiary of Coinstar, LLC and the issuance and sale of US$840 million senior secured notes and follow-on issuance of US$100 million senior secured notes.
Representation of NeuroDerm Ltd., an Israeli pharmaceutical company focused on developing next-generation treatments for central nervous system disorders, in connection with its IPO and subsequent follow-on public offerings of its ordinary shares from 2014 to 2017 and its US$1.10 billion cash merger transaction with Mitsubishi Tanabe Pharma Corporation in 2017.
Cosan Luxembourg Notes Issuance and Tender Offer
Representation of Banco Bradesco BBI SA, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. as initial purchasers, on the issuance by Cosan Luxembourg SA of US$150 million senior notes due, which was an additional issuance of its US$500 million senior notes previously issued on June 20, 2016, and in connection with a tender offer by Cosan Luxembourg SA for any and all of its existing senior notes.