Mayer Brown - Latin America

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 Brazil

The following is a list of some of the more high-profile, Brazil-originated transactions in which the firm and/or the São Paulo-based team has played a leading role.

Financing
Private Equity/M&A
Corporate and Securities

Financing

Bank Financing

  • Telemar.  We represented Telemar Norte Leste S.A., as borrower, in connection with a $300 million loan facility arranged by China Development Bank Corp. The loan facility will be used by the borrower to expand its telecommunica-tions network in Brazil.

  • Sabesp.  We represented Companhia de Saneamento Basico de Estado de São Paulo (Sabesp) in a two part finance package from the IADB:  a $100 million loan from the IADB and a $150 loan from a commercial bank syndicate.

  • Coteminas, S.A. We represented the joint lead arrangers, ABN AMRO Bank N.V., Banco Itaú BBA, S.A. and Banco Itaú Europa, S.A., in the export prepayment transaction of Coteminas, S.A., one of the leading Brazilian textile companies, in its first syndicated loan transaction.

  • Telemar. We represented Banco Bilbao Vizcaya Argentaria, S.A., London Branch, as lender in a US $30 million bridge facility for Telemar Norte Leste, S.A. Votorantim Celulose e Papel S.A.

  • Votorantim Celulose e Papel, S.A. We represented ABN AMRO, N.V. as arranger of a $380 million loan to Votorantim Celulose e Papel, secured by certain VCP's export receivables.

Structured Financing, Securitization, and Derivatives

  • Banco do Brazil S.A. We represented Banco do Brazil S.A. on the first diversified payment rights securitization in Brazil and the first future flow transaction by a Brazilian bank.

  • HSBC Brasil, S.A. We advised HSBC Brasil, S.A. (as originator) and HSBC Securities (as initial purchaser) in a $200 million bond offering secured by Dollar-denominated diversified payment rights sold by HSBC Brasil. The offering, which was enhanced by Financial Guaranty Insurance Company, was the first securitization of remittances by HSBC in Latin America.

  • Banco Itáu. We represented Nomura International plc as initial purchaser in a $200 million offering of notes by Brazilian Diversified Payment Rights Finance Company, secured by diversified payment rights sold to the issuer by Banco Itáu. Their notes were wrapped by MBIA Insurance Corporation.

Project and Lease Financing

  • ViaQuatro.  We represented the borrower, Concessionária da Linha 4 do Metrô de São Paulo S.A., better known as "ViaQuatro", and the Brazilian concession company Companhia de Concessões Rodoviárias (CCR), as lead sponsors in connection with the long-term limited recourse financing for the São Paulo Metro Line 4 Project, following the award of a 30-year Public Private Partnership concession by the State of São Paulo. Line 4 will be a principal commuter route that runs southwest to northeast through metropolitan São Paulo, connecting residential neighborhoods to important commercial districts.  The Project stands as the first PPP project in Brazil to be financed in the international markets and the financial structure itself is built around an innovative two-phase A/B loan framework from the Inter-American Development Bank.

  • REVAP Refinery. We advised Petrobras in relation to all aspects of the $900 million REVAP refinery modernisation project in the state of Sao Paulo, Brazil. Named Project Finance International Latin America Deal of the Year 2006.

  • EVM Project. We advised Petrobras in relation to the $1.3 billion EVM Project to finance the exploration of the Espadarte, Voador and Marimba fields in the Campos Basin.

  • Cabiunas Project. We advised Petrobras on the Cabiunas Project involving the reduction of gas flare in the Campos Basin, gas pipeline construction, offshore and onshore and refinery upgrade.

  • Rio Polímeros Plant. We advised Rio Polímeros S.A. on the construction and financing of an ethanol cracker and polymerization plant in the state of Rio de Janeiro.

  • Malhas Gas Pipeline. We advised Petrobras in relation to all aspects of the commercial contracts and project documents relating to the $1 billion Malhas Gas Pipeline Project to extend the gas supply to thermal plants and industrial facilities in the south east and north east regions of Brazil.

  • REFAP Refinery. We advised Petrobras in relation to the financing of the REFAP Refinery in Rio Grande do Sul.

  • São Paulo Metro. We are acting for Companhia de Concessões Rodoviárias and the Concessionaire, ViaQuatro, on the procurement and supply of a driverless metro system and related project financing for the São Paulo Metro – Line 4.

  • Port of Santos. We are acting for Empresa Brazileira de Terminais Portuários S.A., part of the Coimex Group, on the financing of an expansion to the port of Santos, which is expected to be the largest private multi-purpose port in Brazil once completed.

  • PetroquímicaSuape. We are acting for the project company, Companhia PetroquímicaSuape de Pernambuco, on the project financing of a petrochemical plant in the state of Pernambuco.

  • Itapoa Terminais Portuarios. We are advising the Inter-American Development Bank on the project financing of the first privately-owned port in Brazil, in the State of Santa Catarina.

  • WestLB. We advised WestLB in connection with the $350 million project and receivables financing of the expansion of a pulp processing facility in Bahia, Brazil. This financing involved corporate entities in Europe, mainland China, Hong Kong, and Brazil, and illustrates the increasing globalization of commodity-linked project financings.

  • Petrobrás Platform Financing. We advised ABN AMRO Bank, as lead manager and administrative agent, in a $750 million financing of the construction of the "P-53" floating oil production platform, to be chartered by Petrobrás. The P 53 oil platform is one of the largest oil platforms in the world, and is a critical part of the deep-well drilling strategy of Petrobrás.

  • Telemar Refinancing. We represented ABN AMRO Bank, N.V., as arranger and initial purchaser, in an export credit agency refinancing of a portion of the US $1.425 billion syndicated note purchase facility for TNL PCS S.A., guaranteed by Tele Norte Leste Participações, S.A. (commonly known as Telemar).

  • Nokia Refinancing. We represented ABN AMRO Bank, N.V., as facility agent, in connection with a refinancing of outstanding commitments of Nokia Oyj under an existing Telemar Note Purchase Facility Agreement by several transferee banks, backed by a Finnvera credit guarantee.

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Private Equity/M&A

  • Bell South. We represented BellSouth in the sale of all of its Latin American holdings, including interests in Brazil.

  • Perez Companc. We advised Petrobras on the acquisition of Perez Companc S.A. in Argentina and subsequently engaged in connection with warranty issues and asset reorganisation.

  • BRACOR. We represented Equity International Properties, Ltd (EIP) in their joint venture to invest in BRACOR, a corporate real estate investment company in Brazil.

  • Embratel, S.A. We represented Embratel, S.A. in the sale of its interest in Intelsat Ltd., the international satellite consortium.

  • Abril, S.A. We advised Abril, S.A. in connection with its investment in Universo Online, the Latin American internet portal.

  • Abril, S.A./Tevecap, S.A. We represented Abril, S.A. and Tevecap, S.A. in the sale of Galaxy Brasil (DIRECTV) to Hughes Electronics, and the simultaneous repurchase of Tevecap's outstanding high yield bonds.

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Corporate and Securities

Securities

  • Telemar.  We acted as US counsel for Telemar Norte Leste S.A., as issuer, in connection with a $750 million 144A/Reg S senior note offering.

  • TAM. We represented Brazil's largest domestic airline, TAM, in connection with its IPO and issuance of American Depositary Shares listed on the New York Stock Exchange.

  • Companhia de Concessões Rodoviárias. We represented Companhia de Concessões Rodoviárias (CCR) in its offering of 16,963,601 common shares with a total value of R$305,344,818.

  • Cyrela / Brazil Realty. We acted for Credit Suisse and UBS Pactual as underwriters on the offering of 52,300,000 common shares with a total value of R$784,500,000 by Cyrela / Brazil Realty. The offering was registered with Brazil's securities commission CVM.

  • Usinas Siderúgicas de Minas Gerais. We acted for Merrill Lynch and Credit Suisse as underwriters on the secondary offering by Companhia Vale do Rio Doce and Previ of 16,399,269 common shares held in Usiminas, with a total value of R$1,803,919,590.

  • Sadia. We acted as underwriter's counsel for ABN AMRO on a $250 million offering of 6.875% Notes due 2017 by Sadia Overseas Ltd. - Sadia's first international debt offering.

  • Banco Bradesco, S.A. We represented ABN AMRO Bank, N.V., as arranger, in a $100 million offering of notes, secured by Dollar-denominated diversified payment rights sold by Banco Bradesco, S.A. MBIA Insurance Corporation provided credit enhancement for this transaction.

  • Ciacorp International. We represented Trend Bank Ltd., as dealer, in a $30 million Guaranteed Medium Term Note Program for Ciacorp International Corporation, guaranteed by Cath Empreendimentos e Participaçoes Ltda. and certain individual guarantors.

  • Editora Abril, S.A. We represented Editora Abril and Eurovest Global Securities, as dealer, in a $100 million Guaranteed Short Term Note Program for Abril Investments Corp., guaranteed by Editora Abril.

Debt Restructuring

  • Eurovest Global Securities. We represented Eurovest Global Securities as solicitation agent in a registered exchange offer for Tevecap, S.A.'s $250 million.

  • Bombril, S.A. We represented Bombril, S.A., the largest Brazilian manufacturer of household products, in a restructuring of its Euro 100 million.

  • AES Tietê Holdings Ltd. We represented the secured bondholders to AES Tietê Holdings Ltd., the holding company for AES Tietê, a Brazilian hydroelectric generator, in the restructuring of approximately $300 million of bond debt.

  • BellSouth. We advised BellSouth in connection with restructuring its ownership interest in BCP, S.A., a Brazilian telecommunications company.

  • Embratel. We represented Empresa Brasileira de Telecomunicações, S.A. (Embratel) in the restructuring of over $1 billion of debt.
 
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Contact:
Peter V. Darrow (Americas)
Douglas A. Doetsch (Americas)
David K. Duffee (Americas)
Stephen Hood (Americas)
James P. Patti (Americas)