J. Mathias von Bernuth

J. Mathias von Bernuth

Partner, Mergers and Acquisitions; Capital Markets

J. Mathias von Bernuth heads Skadden’s São Paulo office. Mr. von Bernuth provides New York law advice to Brazilian, Latin American and U.S. clients in a wide range of corporate transactions, including cross-border mergers and acquisitions, public and private equity and debt offerings (including high-yield debt), restructurings and financings. 


Mr. von Bernuth has extensive experience across a variety of industries, including energy, oil and gas, steel, telecommunications, financial services, real estate, manufacturing, education, infrastructure, transportation, environmental services and retail.

He also has been involved in and conducted cross-border internal investigations for entities and boards of directors in connection with compliance and government enforcement issues, as well as related U.S. securities actions.

Mr. von Bernuth has consistently been listed in Chambers Global: The World’s Leading Lawyers for Business, Chambers Latin America, Who’s Who Legal — Brazil and Who’s Who Legal — Capital Markets and has been named as one of Latin America’s Top 100 Lawyers by Latinvex.

Recent notable matters include representing:

Equity Offerings

  • a syndicate of underwriters led by XP Investimentos, Morgan Stanley, Goldman Sachs & Co. and J.P. Morgan in the SEC-registered follow-on equity offering of XP Inc. The transaction involved the secondary sale of more than 22 million Class A common shares by XP Controle and General Atlantic at a public offering price of $42.50 per share, raising gross proceeds of approximately $1 billion;
  • a syndicate of underwriters led by Goldman, J.P. Morgan and Morgan Stanley in a $2.25 billion initial public offering of Class A common shares of XP Inc. on Nasdaq. XP is a technology-driven financial services platform that provides low-fee financial products and services in Brazil. The SEC-registered transaction comprised the sale of 83.3 million Class A common shares by XP Inc. and certain selling shareholders at a public offering price of $27 per share. The IPO was the largest-ever U.S. registered IPO of a Brazil-based business;
  • Banco BTG Pactual in a R$2.65 billion (approximately $510 million) primary follow-on offering, comprised of the sale of more than 35 million units, each representing one common share and two Class A preferred shares of Banco BTG Pactual. The units were subject to a priority offering in Brazil addressed to existing shareholders, in accordance with Brazilian regulation;
  • the bank syndicate led by Itau BBA, BTG Pactual and Bank of America in the multibillion-dollar equity follow-on equity offering of Lojas Americanas S.A., one of Brazil’s primary retailers with physical stores all over Brazil. Lojas also controls B2W, which owns some of Brazil’s most valuable online shopping platforms and also runs a highly successful online marketplace;
  • Bradesco BBI, Morgan Stanley, Santander, Banco do Brasil, Itau BBA, Merrill Lynch, BTG Pactual, Credit Suisse and Goldman Sachs as placement agents in Rumo S.A.’s offering of common shares under Rule 144A/Reg S totaling an aggregate value of R$2.6 billion (approximately US$820 million). The shares have been listed on the São Paulo Stock Exchange in Brazil;
  • J.P. Morgan, BMO Capital Markets, Morgan Stanley, Credit Suisse, Merrill Lynch, Citigroup, Scotiabank, Bradesco BBI, Credicorp Capital, ABN AMRO, Banco do Brasil Securities, Macquarie Capital, MUFG, National Bank of Canada and RBC Capital Markets as underwriters in the IPO of common shares of Nexa Resources S.A. (formerly known as VM Holding S.A.), one of the largest mining companies in Latin America and a subsidiary of the Votorantim Group. The common shares are dually listed on the New York Stock Exchange and the Toronto Stock Exchange;
  • Itau BBA, BTG Pactual and XP Investimentos as joint bookrunners in the public offering of quotas by Vinci Shopping Centers Fundo de Investimento Imobiliario — FII totaling an aggregate value of R$230 million under Rule 144A/Reg S. The quotas were listed in the B3 São Paulo Stock Exchange;
  • Merrill Lynch, Pierce, Fenner & Smith, BTG Pactual US Capital, Bradesco Securities, Itau BBA USA Securities, Santander Investment Securities and XP Securities in Omega Geração S.A.’s R$464 million Reg S/Rule 144A IPO of its common shares;
  • Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Itau BBA USA Securities, Inc. as global coordinators in Azul S.A.’s US$645 million IPO of preferred shares in the form of American depositary shares on the New York Stock Exchange and preferred shares on the São Paulo Stock Exchange;
  • Citigroup Global Markets Brasil, Bank of America Merrill Lynch Banco Multiplo S.A., Banco BTG Pactual S.A., Banco Bradesco BBI S.A., Banco Santander (Brasil) S.A., Banco Modal S.A. and XP Investimentos Corretora de Cambio as underwriters in a US$481 million Rule 144A/Reg S follow-on offering of equity units by Energisa S.A. (Brazil);
  • Península, controlled by Abilio Diniz, as a selling shareholder in the R$5 billion (US$1.6 billion) initial public offering of Carre-four’s Brazilian subsidiary. This was the country’s biggest initial public offering in four years;
  • General Shopping Brasil S.A. and subsidiaries on the private exchange of subordinated unsecured notes issued by General Shopping Investments Limited for new senior secured notes offered by General Shopping Investments Limited and Global Depositary Shares representing common shares of General Shopping Brasil S.A.;
  • GP Investments Acquisition Corp. (formed by Brazil-based private equity firm GP Investments) in its US$150 million initial public offering;
  • BTG Pactual, Santander, Credit Suisse, BofA Merril Lynch and Brasdesco BBI in connection with the secondary offering of 6,893,697 quotas of Fundo de Investimento Imobiliário — FII BTG Pactual Corporate Office Fund, Brazil’s largest real estate investment fund in terms of quotaholders’ equity, held by BCRE Portfolio Fund I L.P. The R$1.1 billion (approximately US$518.5 million) offering was the first offering of its size of quotas of a Brazilian real estate fund pursuant to Rule 144A/Reg S;

Debt Offerings

  • Rede D’Or in connection with its issuance of $1.2 billion of 4.5% 2030 dollar bonds. Rede D’Or is Brazil’s largest private owner and operator of hospitals and oncology clinics;
  • the bank syndicate led by Goldman Sachs and Morgan Stanley in Nexa Resources’ offering of $500 million of 6.5% 2028 dollar bonds. Nexa is part of the Votorantim conglomerate and is a U.S. and Canada-listed mining company with operations in Brazil and Peru;
  • Banco Bradesco BBI, BB Securities, Citigroup, Itau BBA, Merrill Lynch and Santander in Rumo Luxembourg S.à.r.l’s offering of US$500 million notes, guaranteed by Rumo S.A., bearing 5.875% interest and due in 2025;
  • Banco BTG Pactual, acting through their Luxembourg branch, in their Series No. 8 issuance of Rule 144A/Reg S notes under their Global MTN Programme in the amount of US$500 million due in 2023 and bearing interest at 5.500%;
  • Rede D’Or Finance S.à r.l. as issuer and Rede D’Or São Luiz S.A. as guarantor in its US$500 million Rule 144A/Reg S offering of 4.950% notes due 2028. The notes were listed on the Luxembourg Stock Exchange;
  • Hidrovias International Finance S.à r.l. as issuer and Hidrovias do Brasil S.A., Hidrovías del Sur S.A., Hidrovías del Paraguay S.A. and other subsidiaries as guarantors in its US$600 million Rule 144A/Reg S offering of 5.950% notes due 2025. The notes will be listed on the Singapore Exchange Securities Trading Limited;
  • Bradesco BBI, Banco do Brasil, Itau BBA, Morgan Stanley and Santander in the debut offering of senior unsecured bonds by Cosan Limited, a foreign private issuer registered with the SEC and listed on the New York Stock Exchange. This transaction marks Cosan Limited’s first time accessing the market at the holding company level;
  • Ultrapar International S.A. as issuer and Ultrapar Participagoes S.A. and Ipiranga Produtos de PetrOleo S.A. as guarantors in a U$750 million Rule 144A/Reg S Offering of 5.25% notes due 2026. The notes were listed on the Luxembourg Stock Exchange;
  • BTG Investments L.P. in the establishment of its unguaranteed US$3 billion medium-term notes program, listed on the Luxembourg Stock Exchange;
  • Banco Bradesco BBI S.A., Banco BTG Pactual S.A. — Cayman Branch, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Itau BBA USA Securities, Inc. as joint bookrunners in a US$750 million Rule 144A/Reg S offering of 5.75% senior notes due 2024 issued by Cimpor Financial Operations B.V.;

Mergers and Acquisitions

  • Estre Ambiental in its merger with Boulevard Acquisition Corp. II and the related public listing of the surviving Cayman entity;
  • GP Investments, an alternative investments firm, in its going-private tender offer for all the shares of BHG S.A. — Brazil Hospitality Group, a company listed on the São Paulo Stock Exchange;
  • The Carlyle Group in its equity investment in Rede D’Or São Luiz, the largest private hospital operator in Brazil;
  • Marcos and Ricardo Mauad Arede, the owners of Drogaria Onofre Ltda (Brazil), in the sale of the company’s outstanding shares to an affiliate of CVS Caremark Corporation;
  • GP Investments Acquisition Corp. in its proposed, but terminated, acquisition of WKI Holding Company, Inc., the parent company of World Kitchen, LLC;
  • Equatorial Energia S.A. on the international aspects of its acquisition out of bankruptcy of a majority interest in Centrais Elétricas do Pará S.A. — Celpa from Rede Energia S.A.;


  • Vale S.A. in its investigation of the cause of a dam breach in Brumadinho, Minas Gerais, Brazil;
  • a Brazilian based U.S. publicly traded company in an internal investigation based on allegations of misconduct by the relevant Brazilian authorities;
  • a Brazil-based publicly traded corporation operating in the commodities business in an FCPA internal review and related litigation;
  • a favorable settlement, which included no payment by its clients, on behalf of a worldwide syndicate of underwriters in a putative class action brought by the purchasers of Petrobras’ 2013 and 2014 U.S. dollar-denominated bond offerings;
  • the board of directors of a private Brazilian company operating in the construction sector in connection with a review and revision of its compliance and internal audit policies and procedures in consideration of pending governmental investigations;


  • Morgan Stanley, Banco do Brasil, Bradesco and Itau BBA as dealer managers and solicitation agents in connection with InterCement’s private exchange offer for any and all of its 5.750% senior notes due 2024 for newly issued 7.000%/8.500% senior secured PIK toggle notes due 2027. InterCement is a large Brazil-based cement producer with operations in Brazil and Argentina and Africa;
  • Usinas Siderúrgicas de Minas Gerais S.A. (USIMINAS) (Brazil) in the first phase of its US$2 billion out-of-court debt restructuring pursuant to which the company refinanced nearly 92 percent of its total indebtedness; and
  • AES Tiete Energia S.A. (Brazil) in connection with an internal corporate restructuring involving, among other steps, the Rule 144A/Reg S exchange offer of equity securities in the form of AES units and AES American depositary shares.


Chambers Global: The World’s Leading Lawyers for Business

Chambers Latin America

Latin America’s Top 100 Lawyers, Latinvex

Who’s Who Legal — Brazil



  • LL.M., Columbia University School of Law, 2004 (Harlan Fiske Stone Scholar)
  • Dr. jur., University of Munich, 1999


  • Foreign Consultant admitted by the Ordem dos Advogados do Brasil (Brazilian Bar), São Paulo section
  • New York


  • English
  • Portuguese
  • German
  • Spanish

J. Mathias von Bernuth

Partner, Mergers and Acquisitions; Capital Markets