Milbank, Tweed, Hadley & McCloy LLP represented the underwriters BB Securities Ltd., Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Branch, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated in the $500 million offering of 7.250% notes due July 2024 by Caixa Econômica Federal.
The Firm recently represented BB Securities Limited, Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Branch, J.P. Morgan Securities LLC and Santander Investment Securities Inc., as initial purchasers, in a sale of US$1.0 billion of 7.75% Senior Notes due 2020 issued by JBS Investments GmbH and unconditionally guaranteed by its parent company JBS S.A., a Brazilian corporation, and JBS Hungary Holdings Kft., a wholly owned subsidiary of JBS S.A. The offering was conducted in reliance upon Rule 144A and Regulation S.
Shearman & Sterling represented Banco Nacional de Desenvolvimento Econômico e Social (BNDES), Brazil’s national bank for economic and social development and the primary domestic source of long-term financing in the Brazilian economy, in connection with its offering of US$1,250,000,000 3.375% Notes due 2016 and US$1,250,000,000 5.750% Notes due 2023, to be listed on the Luxembourg Stock Exchange. Deutsche Bank Securities, Inc., Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC acted as joint lead managers.
The Firm recently represented CPFL Energias Renováveis S.A. (“CPFL”) in connection with its R$914.7 million (US$375.6 million) initial public offering of common shares on the São Paulo Stock Exchange. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S.
The Firm represented Abril Educação in the follow-on offering of 11,313,499 units, each representing one common share and two preferred shares, without par value, of Abril Educação S.A. The units were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. Abril Educação is one of the largest primary and secondary education companies in Brazil in terms of revenue, focused on the primary, secondary and pre-university education sectors. Abril Educação is controlled by the Abril Group, one of the largest traditional media groups in Latin America, responsible for the publication of highly-respected magazines and web portals in Brazil.
Davis Polk advised Sete Brasil Participações S.A. and Sete International GmbH in connection with a capital call credit facility in the amount of $1.25 billion. The facility will be used to finance the ongoing construction of 21 ultra-deep water drilling rigs to be built in several Brazilian shipyards, each costing approximately $950 million.
In its latest major financing transaction on behalf of a Brazilian state, Milbank, Tweed, Hadley & McCloy LLP acted as special U.S. counsel to Bank of America in providing a credit and guaranty agreement for US$662 million to the state of Maranhão, with a guarantee by the Brazilian federal government.
The Firm recently represented BTG Pactual US Capital LLC, Morgan Stanley & Co. LLC, BES Investimento do Brasil S.A. – Banco de Investimento and Safra Securities LLC, as agents of the Brazilian underwriters Banco BTG Pactual S.A., Banco ABC Brasil S.A., BES Investimento do Brasil S.A. – Banco de Investimento, Banco J. Safra S.A. and Banco Morgan Stanley S.A., in connection with a R$1,065,000,000 offering of IPCA plus 8.00% Debentures due 2028 by Concessionária Rodovias do Tietê S.A. The Debentures are governed by Brazilian law and were structured to be qualified as “Infrastructure Debentures” pursuant to Brazilian Law No. 12,431, which provides some tax benefits to holders of such Infrastructure Debentures, including an income tax rate of 0% for certain persons residing abroad and for natural persons domiciled in Brazil, The offering was publicly registered in Brazil and made to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
The Firm recently represented BRF S.A. (formerly known as BRF – Brasil Foods S.A.) in an offering of US$500 million aggregate principal amount of 3.95% Senior Notes due 2023 and R$500 million aggregate principal amount of 7.75% Senior Notes due 2018. The offering was conducted in reliance upon Rule 144A and Regulation S under the U.S. Securities Act of 1933.
The Firm is representing an affiliate of Blackstone Real Estate Partners VII (Blackstone) in connection with the announced acquisition, along with its Brazilian partner Pátria Investimentos, of 70% of the share capital of Alphaville Urbanismo S.A. (“Alphaville”) from Gafisa S.A. (“Gafisa”) for approximately R$1.4 billion (approximately US$665 million), valuing Alphaville at an equity value of approximately R$2 billion. The remaining 30% of the share capital of Alphaville will remain with Gafisa. The transaction is expected to close in the second half of 2013 and is subject to customary closing conditions, including the approval by Brazilian antitrust authorities.