XP $9.5 billion combination involving Itaú Unibanco Holding’s XPart unit
Davis Polk advised XP Inc. in connection with the $9.5 billion merger of Itaú Unibanco Holding S.A.’s XPart S.A. with and into XP. In connection with the consummation of the merger, XPart was merged with and into XP and XPart ceased to exist, providing XPart's stockholders the opportunity to hold direct interest in XP, by holding either Class A Shares issued by XP (Itaúsa S.A., IUPAR – Itaú Unibanco Participações S.A., and holders of Itaú Unibanco Holding's ADRs) or BDRs issued by XP (other XPart's stockholders). The Brazilian depositary receipts (BDRs) of XP Inc. started trading at B3 as of October 4, 2021.
Based in São Paulo, Brazil, XP and its subsidiaries is a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil.
XPart was incorporated on May 31, 2021, as part of a corporate restructuring aimed at segregating the Itaú Unibanco Holding S.A. conglomerate’s business line related to its equity interest in XP’s capital stock.
The Davis Polk corporate team included partner Manuel Garciadiaz, counsel Konstantinos Papadopoulos and associate Hugo Casella. Partner William A. Curran and associates Elina Khodorkovsky and Eitan Ulmer provided tax advice. Members of the Davis Polk team are based in the New York and São Paulo offices.