Rafael Roberti

Associate, New York

Biography

Overview

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.

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

Experience

Alliant Holdings Notes Issuance
Representation of Alliant Holdings, a portfolio company of Stone Point Capital and one of the nation's largest specialty insurance brokerage firms, on its issuance of approximately US$1 billion of senior notes.

Transocean Notes Issuance and Exchange Offers
Representation of Transocean, a leading international provider of offshore contract drilling services for oil and gas wells, in connection with the issuances of US$2.25 billion senior notes and with exchange offers whereby the company exchanged US$1.9 billion of existing notes for $925 million of new senior guaranteed notes.

Grupo GICSA Real Estate Financing
Representation of Goldman Sachs & Co. LLC, as sole global bookrunner and joint structuring agent, on an innovative, multicurrency, multi-tranche, structured refinancing of nine commercial real estate developments operated by Grupo GICSA, S.A.B. de C.V., 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. As well as subsequent representation of Buckeye Partners as issuer on its inaugural issuance of high yield notes in an aggregate principal amount of US$1 billion senior notes.

Ensign Drilling Notes Issuance
Representation of BMO Capital Markets in connection with the US$1.6 billion financing the acquisition by Ensign Energy Services, an international oilfield service provider headquartered in Canada, of Trinidad Drilling. Ensign. The transactions included a C$1,250 million revolving credit facility and US$700 million of senior notes.

Goldman Sachs & Co.'s Structuring of the Financing of Brazilian Thermoelectric Power Plant
Representation of Goldman Sachs & Co. LLC, 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 is the largest LNG-to-power financing in Latin America to date. In connection with the financing, Goldman served as global coordinator, sole book-running manager and sole initial purchaser in the offering of BRL 3.2 billion 9.850% 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.

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 US$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 Debt Restructuring
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, in connection with the comprehensive restructuring of US$1.5 billion of its existing debt. In connection with the restructuring, the company issued $800m of notes, including secured notes that were secured by certain assets of the company, including several of its drilling rigs.

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.