Rodolfo Constantino de Tella

Recent Equity Offerings

• Counsel to Locaweb Serviços de Internet S.A. in connection with its public offering of shares issued in Brazil and with efforts to place abroad (Rule 144A / Reg S), in the amount of BRL1.3 billion.
• Counsel to Aliansce Sonae Shopping Centers S.A. in connection with its public offering of shares issued in Brazil and with efforts to place abroad (Rule 144A / Reg S), in the amount of BRL1.2 billion.
• Counsel to Banco BTG Pactual S.A. (“BTG Pactual”) in connection with the offer and sale by BTG Pactual Holding S.A. of Units issued by BTG Pactual, with restricted placement efforts in Brazil under the CVM Rule No. 476, dated January 16, 2009 (“CVM Rule 476”), and placement efforts outside Brazil to qualified institutional buyers (as defined under Rule 144A of the United States Securities Act of 1933, as amended (“Securities Act”)) and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act). Deal value: BRL2.2 billion.
• Counsel to the underwriters (Itaú BBA, Santander, Bradesco BBI, BTG Pactual and Morgan Stanley) in the context of the offering of common shares issued by CPFL Energia S.A. in a global offering consisting of (i) a public offering of common shares with restricted selling efforts, under CVM Rule 476, in Brazil, and (ii) a concurrent international offering of common shares, including in the form of American depositary shares, or ADSs, each of which represents two common shares of the company, in the United States and elsewhere outside of Brazil by the international underwriters. Deal value: BRL3.7 billion.
• Counsel to TOTVS S.A. in connection with the offer, issuance and sale of common shares, with restricted placement efforts under the CVM Rule No. 476 in Brazil, and to qualified institutional buyers (as defined under Rule 144A of the Securities Act and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act). Deal value: BRL1.0 billion.
• Counsel to the underwriters (Santander, Bradesco BBI, Itaú BBA and BTG Pactual) in connection with the offer, issuance and sale of common shares by Restoque Comércio e Confecções de Roupas S.A., with restricted placement efforts under the CVM Rule No. 476 in Brazil. Deal value: BRL259 million.
• Counsel to Lojas Americanas S.A. in connection with the offer, issuance and sale of common shares, with restricted placement efforts under the CVM Rule No. 476 in Brazil, and to qualified institutional buyers (as defined under Rule 144A of the Securities Act and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act). Deal value: BRL2.4 billion.
• Counsel to the underwriters (BTG Pactual, Bank of America, Bradesco BBI and Santander) in connection with the offer, issuance and sale of common shares by Restoque Comércio e Confecções de Roupas S.A., with restricted placement efforts under the CVM Rule No. 476 in Brazil. Deal value: BRL148 million.
• Counsel to Lojas Americanas S.A. in connection with the offer, issuance and sale of common shares, with restricted placement efforts under the CVM Rule No. 476 in Brazil, and to qualified institutional buyers (as defined under Rule 144A of the Securities Act and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act). Deal value: BRL2.4 billion.
• Counsel to Metalúrgica Gerdau S.A. in connection with the offer, issuance and sale of common shares, with restricted placement efforts under the CVM Rule No. 476 in Brazil, and to qualified institutional buyers (as defined under Rule 144A of the Securities Act and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act). Deal value: BRL900 million.
• Counsel to Valid Soluções e Serviços de Segurança em Meios de Pagamento e de Identificação S.A. in connection with the offer, issuance and sale of common shares, with restricted placement efforts under the CVM Rule No. 476 in Brazil, and to qualified institutional buyers (as defined under Rule 144A of the Securities Act and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act). Deal value: BRL373 million.
• Counsel to Oi S.A. in the context of its merger with Portugal Telecom and the offer and sale of its common shares in a global offering consisting of (i) a public offering in Brazil registered with the CVM, under CVM Rule 400, and (ii) a concurrent international offering of common shares, including in the form of American depositary shares, or ADSs in the United States and elsewhere outside of Brazil by the international underwriters. Deal value: BRL14 billion.

Recent Equity Tender Offers

• Counsel to BTG Pactual in the context of the tender offer to purchase preferred shares issued by Companhia de Gás de São Paulo – Comgás launched by its controlling shareholder, Cosan S.A. Deal value: BRL1.9 billion.
• Counsel to BTG Pactual in the context of the tender offer to purchase preferred shares issued by Companhia de Gás de São Paulo – Comgás launched by its controlling shareholder, Cosan S.A. Deal value: BRL222 million.
• Counsel to Mangue Participações Ltda., as controlling shareholder and offeror, in the context of the tender offer to purchase of common shares issued by Tarpon Investimentos S.A. with the purpose of cancelling Tarpon registration as a publicly held company and the consequent delisting from the Novo Mercado segment of B3. Deal value: BRL18 million.
• Counsel to State Grid in the context of public tender offer for the acquisition of shares due to the indirect transfer of control of CPFL Energias Renováveis S.A. Deal value: US$1 billion.
• Counsel to Multiplus in context of a public tender offer launched by LATAM Airlines Group for the acquisition of all outstanding shares issued by Multiplus, with the purpose of cancelling its registration as a publicly held company and the consequent delisting from the Novo Mercado segment of B3. Deal value: BRL1.2 billion.
• Counsel to Brasiliana Participações S.A., as controlling shareholder and offeror, in the context of the tender offer to purchase of common shares issued by AES Elpa S.A. with the purpose of cancelling AES Elpa registration as a publicly held company.
• Counsel to Vila Velha S.A. Administração e Participações, as controlling shareholder and offeror, in the context of the tender offer to purchase of common shares issued by Unipar Carbocloro S.A. with the purpose of cancelling Unipar registration as a publicly held company.
• Counsel to Itaú BBA, as dealer manager, in the context of the tender offer launched by its controlling shareholder, CIE Autometal S.A., to purchase commom shares issued by Autometal S.A. with the purpose of cancelling Autometal registration as a publicly held company. Deal value: BRL607 million.

Recent Local Debt Offerings

• Counsel to Companhia Siderúrgica Nacional (“CSN”) in connection with the public offering, with restricted placement efforts, of debentures of its 10th issuance, pursuant to CVM Rule 476. Deal value BRL2 billion.
• Counsel to BTG Pactual, as underwriter, in connection with the public offering, with restricted placement efforts, of debentures of the 2th issuance of Cosan S.A., pursuant to CVM Rule 476. Deal value: BRL2 billion.
• Counsel to Eneva S.A. in connection with the public offering, with restricted placement efforts, of debentures of its 2th issuance, pursuant to CVM Rule 476. The debentures of the 3rd series were issued to finance infrastructure projects of the Company and the holders will enjoy tax benefits pursuant Law No. 12,431/11. Deal value: BRL2 billion.
• Counsel to Gerdau S.A. in connection with the public offering, with restricted placement efforts, of debentures of its 15th and 16th issuance, pursuant to CVM Rule 476. Aggregate deal value: BRL2.9 Billion.
• Counsel to Sul América S.A. in connection with the public offering, with restricted placement efforts, of debentures of its 4th, 5th, 6th and 7th issuance, pursuant to CVM Rule 476. Aggregate deal value: BRLR$2.7 billion.
• Counsel to Santos Brasil Participações S.A. (“Santos Brasil”), BTG Pactual and Banco Itaú BBA S.A in connection with the public offering, with restricted placement efforts, of debentures of the 4th issuance of Santos Brasil, pursuant to CVM Rule 476. Deal value: BRL300 million.
• Counsel to Carandaí Participações S.A. in connection with the public offering, with restricted placement efforts, of debentures of its 1st issuance, pursuant to CVM Rule 476. Deal value: BRL47 million.
• Counsel to Klabin S.A. in connection with its 6th and 7th issuance of convertible debentures. Aggregate deal value: BRL2.5 billion.
• Counsel to Metalúrgica Gerdau S.A. in connection with its 5th issuance of convertible debentures. Aggregate deal value: BRL450 million.
  
  

Recent International Debt Offerings

• Counsel to CSN Resources S.A, as the issuer, and CSN, as the guarantor, in connection with the issuance of (i) US$600,000,000 7.625% Notes due 2026 and (ii) US$400,000,000 7.625% Notes due 2023.
• Counsel to CSN Resources S.A., as the issuer and CSN, as the guarantor, in connection with the issuance US$175,000,000 7.625% Notes due 2023.
• Counsel to Bradesco BBI, BTG Pactual, Citi., Itaú BB, Morgan Stanley and Santander Investment Securities Inc., as the initial purchasers, in connection with the issuance US$750,000,000 5.500% Senior Notes due 2029 by Cosan Limited.
• Counsel to Ultrapar International S.A. (the “Issuer”), Ultrapar Participações S.A. (“Ultrapar”) and Ipiranga Produtos de Petróleo S.A. (“Ipiranga” and, together with Ultrapar, the “Guarantors”) in connection with the issuance of US$500,000,000 5.250% Notes due 2029.
• Counsel to Gerdau S.A. in the context of an offer to purchase for cash of the outstanding: (i) 7.000% Bonds due 2020 issued by Gerdau Holdings Inc. (“Gerdau Holdings”); (ii) 5.750% Bonds due 2021 issued by Gerdau Trade Inc. (“GTI”); (iii) 4.750% Bonds due 2023 issued by GTI; (iv) 5.893% Bonds due 2024 issued jointly and severally by GTL Trade Finance Inc. (“GTL” and, together with Gerdau Holdings and GTI, the “Offerors”) and Gerdau Holdings; and (v) 4.875% Bonds due 2027 issued by GTI, for an aggregate purchase price, excluding accrued and unpaid interest, of up to US$1,000,000,000.

Fundação Armando Alvares Penteado (FAAP), Bachelor of Law (JD equivalent)

Fundação Getúlio Vargas (FGV/SP), Extension in Corporate Law and Capital Markets

• Brazil