Brazil Practice

Our Approach

Davis Polk has long been a leader in financial transactions in Brazil and our São Paulo office is home to a number of senior lawyers who are considered to be among the top international practitioners in the market. Our market-leading Brazilian practice encompasses capital markets, mergers and acquisitions, private equity investments, credit and project financing, private fund formation and FCPA regulatory assignments. As our clients’ trusted advisers, we are consistently sought out in both good and uncertain times.

We have a long history of deal-making in Brazil, working on transactions there for almost half a century, including working on the Brazilian sovereign debt restructuring, the privatizations of Vale (the mining company) and Telebras (the telephone company) and many major financings, mergers and acquisitions, and private equity investments.

We are also a leading project finance practice “on the ground” in Brazil, and have been involved in more than 50% of Brazil-originated project financings over the past 11 years.

Market-Leading Lawyers

To expand our strong position among international firms in Brazil and further enhance the services and capabilities we provide to our clients there, we established our São Paulo office in 2011, which is staffed with a number of the market’s most highly regarded international practitioners. 

Included in that group are Manuel Garciadiaz and Maurice Blanco, each of whom has advised on a number of the most notable recent securities offerings, mergers and acquisitions and strategic investments in Brazilian history, as well as Stephen Hood and James Vickers, who are among the leading international project finance lawyers in Brazil and Latin America more generally. 

Credit and Project Finance

Our project finance team in Latin America has worked on over 25 “Deals of the Year” in the last 15 years, advising international corporations, banks and other financial institutions, as well as sponsors, financial advisers and underwriters on Brazilian credit and project finance transactions. With significant strength in infrastructure, oil and gas, petrochemicals, power and telecommunication, as well as a pioneering position in multi-sourced project finance and project bonds, our practice has consistently ranked among the best in Latin America.

Recent examples of our financing work in Brazil include advising: 

  • The Sete Brasil Project where we are lead international counsel acting for the sponsors in connection with the financing of 29 ultra-deep water drilling rigs to be built in several Brazilian shipyards, each costing approximately just under $1 billion. This assignment involves a number of secured bridge loans and long-term take-out project finance arrangements for the 29 drilling units. 
  • Odebrecht Offshore Drilling Finance Limited, an indirect project finance subsidiary of Odebrecht Óleo e Gás S.A. (OOG), in connection with its US$1.69 billion offering. This transaction was named "Latin American Oil & Gas Deal of the Year" by Project Finance International. 

We are one of the leading project finance practices “on the ground” in Brazil. Our project finance lawyers have been involved in more than 50% of Brazil-originated international project financings over the past 15 years and in award-winning project financings in most Latin American jurisdictions assisting sponsors headquartered in Brazil and New York- and European-based financial institutions.

Capital Markets

We are consistently ranked as one of the leading advisers in Brazilian capital markets, advising on a broad range of transactions, including IPOs and other equity offerings; high-yield and investment-grade debt offerings; as well as complex structuring financings, including Tier 1 hybrid securities and project bonds. In fact, Chambers Latin America 2015 has ranked us in the 1st tier among international law firms for capital markets matters in Brazil.

Our reputation for creative solutions and superior customer service has helped us maintain a roster of marquee clients such as Banco Santander Brasil, BHG, Cosan and Odebrecht, to name just a few. Since 2009, we have worked on over 70 capital markets transactions by Brazilian issuers worth over $60 billion in aggregate. Our work in Brazil has included advising on:

  • The largest-ever IPO by a Latin American issuer (Banco Santander Brasil – $7.5 billion)
  • 4 of the 5 largest IPOs in Brazil (Banco Santander Brasil, BB Seguridade, OGX and BM&F)
  • The largest-ever project bond issuance in Latin America (Odebrecht Oil & Gas – $1.7 billion)
  • The largest-ever high-yield debt offering by a Latin American issuer (OGX Petróleo e Gás – $2.6 billion);
  • The first-ever issuance by a Latin American bank of Tier 1 capital securities structured to comply with Basel III (Banco do Brasil $1 billion offering of perpetual noncumulative junior subordinated securities)

M&A

Davis Polk has advised on many of Brazil’s largest and groundbreaking cross-border mergers and acquisitions and strategic investments. These representations include advising multinational corporations on strategic deals in Brazil and advising some of Brazil’s largest private enterprises on international or domestic deals.

We have also advised Brazilian private equity firms on cross-border transactions and international private equity firms making investments into Brazil.

Since 2000, Davis Polk ranks among the most active international law firms in Brazil M&A deal experience, according to data from Thomson Reuters. 

Our skill in global M&A transactions and our knowledge of legal market practices throughout Latin America make us the go-to firm that non-U.S. companies hire to advise on Latin American M&A transactions with no U.S. connection.

Recognition

  • 1st in Brazilian M&A by deal value – Thomson Reuters 2014
  • 1st in Latin American M&A by deal value – Thomson Reuters 2014
  • IFLR1000 – 1st tier in International Firms in Brazil 2015
  • Chambers Latin America – Band 1 in Capital Markets: International 2015 

Notable Matters

  • Banco do Brasil.
    • $4.9 billion Rule 144A/Regulation S common stock offering of Banco do Brasil, the largest bank in Latin America in terms of total assets
    • $1 billion offering and $750 million reopening of Tier I perpetual non-cumulative junior subordinated securities by Banco do Brasil. This transaction was the first issuance ever by a Latin American bank of Tier 1 capital securities structured to comply with the expected implementation of Basel III
    • $2 billion Tier 1 offering of perpetual non-cumulative junior subordinated securities
    • $1.925 billion senior notes offering.
    • ¥24.7 billion Regulation S senior notes offering
    • $750 million Rule 144A/Regulation S Tier II subordinated notes offering
    • $500 million Section 3(a)(2) senior notes offering
    • $1.5 billion Rule 144A/Regulation S Tier II subordinated notes offering
    • $660 million Rule 144A/Regulation S senior notes offering
  • Banco Santander (Brasil). $7.5 billion initial public offering of Banco Santander (Brasil), a Brazilian financial institution – the largest Latin American IPO in history 
  • BB Seguridade. $5.7 billion Rule 144A/Regulation S IPO of common stock of BB Seguridade, the insurance arm of Banco do Brasil – this offering is the second-largest IPO ever by a Latin American issuer and largest global IPO so far in 2013 
  • BHG S.A.–Brazil Hospitality Group. $330 million Rule 144A/Regulation S offering of common shares of BHG S.A.–Brazil Hospitality Group, the third-largest hotel operator in Brazil in terms of number of rooms
  • BR Malls Participacões. We advised BR Malls Participações, the leading company in Brazil’s shopping mall sector, on a R$100 million term loan facility from Citibank, guaranteed by BR Malls’ subsidiaries ECISA Engenharia, Comércio e Indústria and ECISA Participações.
  • CCR. $1 billion project financing of a section of the “Rodoanel,” São Paulo’s ring road project, for CCR, Latin Americas largest toll road concession owning group
  • Cosan S.A. Indústria e Comércio
    • $12 billion joint venture by our client Cosan S.A. Indústria e Comércio and Shell in Brazil for the production of ethanol, sugar and power, and supply, distribution and retail of transportation fuels
    • $500 million Rule 144A/Regulation S offering of high-yield notes and concurrent R$500 million offering of high-yield notes by our client Cosan Luxembourg, a wholly owned subsidiary of Cosan S.A. Indústria e Comércio, the world's largest sugar and ethanol producer
    • R$350 million Rule 144A/Regulation S reopening of high-yield notes by our client Cosan Luxembourg, a wholly owned subsidiary of Cosan S.A. Indústria e Comércio
  • CVS Caremark/Drogaria Onofre. We advised CVS Caremark, a Fortune 18 company with over $100 billion in annual revenue, on its acquisition of Drogaria Onofre, one of Brazil’s largest retailers of healthcare and personal care products. This is CVS Caremark’s first-ever international acquisition. 
  • EBX Group. We advised several subsidiaries of the EBX Group as borrowers in connection with various credit facilities, including most recently:
    • $110 million secured loan to OGX Maranhão Petroleo e Gas
    • $100 million secured loan to Aux Luxembourg
    • $50 million secured loan to MPX Energia
  • Embraport and sponsors Odebrecht Transport and Dubai Ports (DP World). $1.1 billion project financing for Brazil's largest privately owned port, currently under construction at Santos in the state of São Paulo. The project consists of the design, financing, construction and operation and maintenance of a greenfield mixed-use private port terminal that will be capable of handling containers and liquid bulk with an estimated volume of 1.20 million TEUs of containers and 2.00 million tons of ethanol with 850 vessel dockings per year. This deal was named:
    • “Americas Transport Deal of the Year” – Project Finance International
    • “Latin American Transport Deal of the Year” – Euromoney’s Project Finance magazine
    • “Project Finance Deal of the Year” – IFLR Americas and Latin Lawyer
  • Enersis. $2.4 billion rights offering of new shares of Enersis, an electricity generation, transmission and distribution company headquartered in Chile
  • GP Investments. $400 million of Fogo de Chão Churrascaria, a Brazilian steakhouse, to Thomas H. Lee Partners by GP Investments, a Brazilian private equity firm
  • Mcomcast. We advised Mcomcast, a joint venture between Comcast and Mcom, on a $200 million project financing of a wireless telecommunications network in Brazil. 
  • MMX Mineração/Anglo American. $5.5 billion splitup of our client MMX Mineração e Metálicos, Brazilian mining, metallics and logistics company and subsequent sale of one of the resulting companies, IronX Mineração, to an affiliate of U.K.-based Anglo American, a worldwide mining and natural resource group.
  • MMX Mineração/Trafigura. We advised MMX Mineração e Metálicos, the iron ore company of the EBX Group, on the sale of a 65% interest in MMX Porto Sudeste, an iron ore handling port terminal located in the City of Itaguaí, State of Rio de Janeiro, to indirect subsidiaries of Trafigura, a petroleum trading company based in Singapore, and Mubadala Development Company, a sovereign wealth fund of the Government of Abu Dhabi.
  • Odebrecht Óleo e Gás. $1.5 billion Rule 144A/Regulation S offering of senior secured notes by our client Odebrecht Drilling Norbe VIII/IX Ltd., a wholly owned project finance subsidiary of Odebrecht Óleo e Gás (OOG). The note proceeds will be used to pay for the construction of two deep-sea drillships, which will be chartered to Brazil's state-owned oil company, Petróleo Brasileiro (Petrobras) and operated by OOG. This project bond offering was the largest debt offering in Brazil in 2010 and one of the largest project bond issuances ever in Latin America. It was named:
    • “Latin American Project Bond Deal of the Year” and “Latin American Sponsor of the Year” – 2010 Project Finance magazine
    • “Standout Energy Deal” – Financial Times 2011 Innovative Lawyers Report
  • OGX. $2.6 billion Rule 144A/Regulation S offering of high-yield senior notes by OGX Petróleo e Gás Participações, the largest independent oil and natural gas exploration and production company in Latin America -- the largest-ever high-yield notes offering by a Latin American issuer. 
  • Qualicorp
    • $681 million Rule144A/Regulation S initial public offering of common stock of Grupo Qualicorp, one of the leading, full-service health benefit plan administrators and health management services providers in Brazil.
    • $410 million Rule 144A/Regulation S secondary offering of shares of Qualicorp
  • San Antonio Internacional.
    • Collective restructuring of $622 million of existing debt, which included amending and restating the terms of three credit facilities, repurchasing debt through a Dutch auction, exchanging $109 million of outstanding debt for newly issued preferred equity and completing a private offering of $112 million in newly issued common equity.
    • Restructuring of $604 million of financing facilities of the San Antonio Internacional group of companies, a provider of drilling and workover oil field services.
  • Sete Brasil Part. S.A. We have represented the sponsors, Sete Brasil Part. S.A. and 28 Netherlands SPVs as borrowers on $3 billion of project finance bridge loans for the construction of drill ships to be built in Brazil and chartered to Petrobras and a complex long-term project financing expected to be in the range of $20 billion for all 28 rigs.
  • Smiles. $502 million Rule 144A/Regulation S IPO of common stock of Smiles, a company which manages, administers and operates the Smiles Program, a multi-loyalty program in Brazil
  • Telemar/Oi Group.
    • $1 billion revolving credit facility under which any of the four companies can borrow funds guaranteed on a joint and several basis by the other three companies. Telemar/Oi Group is a Rio de Janeiro-based provider of fixed-line and mobile telecommunications services in Brazil.
    • $200 million loan from Finnvera, a provider of financing services for enterprises in Finland
    • $200 million loan from the Export Development Bank of Canada
  • TIM. $891 million SEC-registered offering of common stock and ADSs by our client TIM Participações, the second-largest provider of mobile telecommunications services in Brazil. 
  • Transmissora Aliança de Energia Elétrica (Taesa). $873 million Rule 144A/Regulation S offering of units of Taesa, one of the largest Brazilian groups dedicated exclusively to electricity transmission activities in Brazil.
  • Ultrapar Participações/Ipiranga Group. $4.1 billion acquisition of the Ipiranga Group, a Brazilian fuel distribution and petrochemicals conglomerate, by our client Ultrapar Participações, Brazil’s largest distributor of liquefied petroleum gas and its second-largest fuel distributor. This transaction was one of the largest and most complex Brazilian M&A transactions. 
  • ViaQuatro. We have advised ViaQuatro, the concessionaire and operator of Line 4 - Yellow of the São Paulo subway, in connection with the $600 million project financing which will link the city center to the west zone. This in the first public-private partnership (PPP) project in São Paulo. This transaction was named:
    • “PPP Deal of the Year” – Latin Finance
    • “Latin American Deal of the Year” and “Latin American Transport Deal of the Year” – Project Finance magazine