Filipe B. Areno
Filipe B. Areno assists Latin American and U.S. clients in a wide range of corporate transactions, including public and private offerings of equity and debt securities, financings, and mergers and acquisitions.

Bio

Mr. Areno has worked on more than 30 offerings, including for Banco BTG Pactual, Ultrapar, Tarpon, BR Malls, Iguatemi, MetLife and Banco do Brasil. In addition, he has been involved in several mergers and acquisitions, including representing Goldman Sachs as financial advisor to Kroton Educacional S.A. in its US$1.8 billion acquisition of Estacio Participções S.A., Deutsche Bank AG as financial advisor to Enersis Américas S.A. (Chile) in the spinoff of its Chilean assets into a separate, publicly traded company called Enersis Chile S.A. (recognized as a 2017 Global Finance Deal of the Year (Insolvency and Restructuring) by The American Lawyer), AmBev’s US$1.2 billion acquisition of Cervecería Nacional Dominicana and Vale’s US$3.8 billion acquisition of the Brazilian fertilizer business of Bunge Limited.

Mr. Areno is regularly ranked among the most prestigious professionals in his field, including as a “Latin America[n] Rising Legal Star” (Partners) by Latinvex and “Up and Coming” by Chambers Latin America (Brazil, Capital Markets: International), both in 2015.

Mr. Areno also has represented:

  • General Shopping Brasil S.A. and subsidiaries in 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. This was the first exchange offer in Brazil involving GDSs;
  • Ultrapar Participções S.A. in its US$820 million acquisition of Liquigás Distribuidora S.A. from Petrobas. All three companies are based in Brazil;
  • Ultrapar Participções S.A. in a US$750 million Rule 144A/Regulation S offering of 5.25% senior unsecured notes due 2026 by Ultrapar International S.A. and guaranteed by Ultrapar Participções and Ipiranga Produtos de Petróleo S.A.;
  • 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;
  • BTG Pactual Group S.A. (Brazil) in the US$1.6 billion spin-off of a portion of its commodity trading unit;
  • Goldman Sachs as financial advisor to Kroton Educacional S.A. (Brazil) in its US$1.8 billion acquisition of Estácio Participções S.A. (Brazil);
  • Banco Pan S.A. (Brazil) in a cash tender offer for up to US$100 million of its 8.5% subordinated notes;
  • 14 underwriters of three Petrobas offerings from 2012 through 2014 and 13 underwriters of two Petrobas offerings in 2013 and 2014 in securing a partial dismissal of a putative securities class action alleging violations of federal securities laws;
  • Banco BTG Pactual S.A. (Brazil) in its US$1.7 billion acquisition of BSI S.A. (Switzerland), the private banking group owned by Assicurazioni Generali S.p.A. (Italy). Mr. Areno also represented Banco BTG Pactual S.A. in the related acquisition financing, which included a US$1.3 billion Rule 144A/Regulation S offering of perpetual non-cumulative junior subordinated (Tier 1) notes;
  • The AES Corporation, an independent power generator and a developer of power plants, as regulatory counsel in its $51 million sale of two biomass energy facilities and a biomass energy fuel management business in Central Valley, California to Covanta Holding Corporation, a provider of waste management services;
  • General Shopping S.A. in its offer to purchase for cash up to US$50 million of General Shopping Finance Limited’s outstanding 10.0% perpetual notes listed on the Luxembourg Stock Exchange;
  • Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A. in connection with its $100 million follow-on offering of common shares under Rule 144A/Regulation S, with a simultaneous offering in Brazil under CVM Rule 476, a novel private placement exemption from the registration requirements of Brazilian securities law. This was the first offering of its kind in Brazil under CVM Rule 476;
  • FPC Par Corretora de Seguros S.A. and the selling shareholders in their initial public offering of common shares under Rule 144A/Regulation S. The shares were listed on the Novo Mercado segment of BM&FBOVESPA, the São Paulo Stock Exchange;
  • Citigroup, Deutsche Bank, HSBC, Banco Votorantim, Banco do Brasil, Bank of America Merrill Lynch, Mitsubishi UFJ Financial Group and Santander, as initial purchasers, of Votorantim Cimentos S.A.’s €500 million offering of 3.50% Notes due 2022 under Rule 144A/Regulation S. The notes were listed on the Irish Stock Exchange;
  • Banco Votorantim, Banco do Brasil, Citigroup and Standard Chartered, as dealer managers, in Banco Votorantim’s offer to purchase for cash up to R$1.15 billion of its outstanding 7.375% Subordinated Notes due 2020, listed on the Irish Stock Exchange;
  • Itau BBA and Morgan Stanley, as dealer managers, in Banco BMG’s offer to purchase for cash its outstanding (i) 9.95% Subordinated Notes due 2019 and (ii) 8.875% Subordinated Notes due 2020, both listed on the Luxembourg Stock Exchange;
  • Goldman Sachs as financial advisor to Banco Santander in its $3.1 billion offer to acquire the 25 percent stake of its Brazilian unit, Santander Brasil;
  • Banco BTG Pactual S.A. (the largest independent investment bank in Brazil), as issuer, in connection with its offering of US$1.3 billion Rule 144/Reg S perpetual non-cumulative junior subordinated (Tier 1) notes;
  • Banco Bradesco BBI S.A., Banco BTG Pactual US Capital LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Itau BBA USA Securities, Inc. as joint bookrunners in a $750 million Rule 144A/Reg S offering of 5.75% senior notes due 2024 issued by Cimpor Financial Operations B.V. (one of the largest cement producers in Brazil);
  • BTG Investments L.P., as issuer, and BTG Pactual Holding S.A., as guarantor, in the establishment of its US$2 billion global medium-term note program and US$700 million Rule 144/Reg S offering of 4.5% senior notes due 2018 under the program; and in the establishment of its unguaranteed $3 billion medium-term notes programme, listed on the Luxembourg Stock Exchange;
  • Marcos and Ricardo Mauad Arede, the owners of Drogaria Onofre Ltd., in the sale of the company’s outstanding shares to an affiliate of CVS Caremark Corporation. The transaction represented CVS Caremark’s first acquisition outside the United States;
  • Banco BTG Pactual and BTG Pactual Participations in their landmark US$2 billion initial public offering of units (“Deal of the Year for 2012” by IFLR) and the establishment of Banco BTG Pactual’s US$3 billion MTN Program and issuances thereunder, including a US$160 million Reg S offering of notes denominated in Chinese Renminbi (the first public offering of Brazilian bonds in the Chinese market);
  • Ultrapar Participações S.A. (Brazil’s largest distributor of liquefied petroleum gas) in the conversion of all of its preferred shares, including those underlying ADSs traded on the NYSE, into common shares as a result of its migration to the Novo Mercado segment of the São Paulo Stock Exchange; and other corporate matters, including Ultrapar’s stock split and rights offering by its wholly owned subsidiary Refinaria de Petróleo Riograndense S.A.;
  • Natura Cosméticos S.A. (Brazil) in its US$71 million acquisition of a 65 percent stake in Emeis Holdings Pty Ltd. (Australia);
  • Marcopolo S.A. in its US$115 million acquisition of an 20 percent stake in New Flyer Industries Inc.;
  • Tarpon Group (a Brazil-based alternative investment group) in the delisting of its BDRs from the São Paulo Stock Exchange and subsequent redomiciliation from Bermuda into the U.S.; the US$250 million investment of Alberta Investment Management Corporation in Tarpon’s funds; and its proxy statement requesting votes from U.S. investors to approve its corporate restructuring;
  • funds advised by Apax Partners L.P. in its acquisition of a 54 percent stake in TIVIT (a Brazilian information technology outsourcing company) and a subsequent mandatory tender offer to buy the remaining shares. The two transactions valued TIVIT at US$1 billion. This transaction was named “Best Private Equity Deal” for 2010 by LatinFinance magazine (January/February 2011);
  • Safra Group, as one of two joint controlling shareholders of Aracruz Celulose S.A., in Aracruz Celulose’s proposed US$7.5 billion merger with Votarantim Celulose e Papel S.A., which created one of the world’s largest pulp and paper companies;
  • a syndicate of underwriters in the US$230 million offering of perpetual notes; the US$430 million follow-on offering of common shares; the US$366 million follow-on offering of common shares; and the US$340 million initial public offering of common shares by BR Malls Participações S.A. (Brazil’s largest shopping center operator);
  • Deutsche Bank Securities Inc. as financial advisor to Companhia de Bebidas das Américas (AmBev) (a publicly traded company in Brazil that is majority-owned by Belgium-based Anheuser-Busch InBev N.V.) in its US$1.2 billion acquisition of Cervecería Nacional Dominicana S.A.; and Vale S.A. (Brazil’s largest mining company) in its US$3.8 billion acquisition of the Brazilian fertilizer business of Bunge Limited;
  • Barclays Capital Inc. and UBS Securities LLC as leading underwriters in the US$1.2 billion SEC-registered offering of senior notes due 2016 by MetLife, Inc.;
  • Triunfo Participações e Investimentos S.A. (a Brazilian company that operates in the infrastructure segment) in its US$318 million offering of common shares and global depositary shares;
  • Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC as joint bookrunners in the US$340 million initial public offering of common shares of Arezzo Indústria e Comércio S.A. (Brazil’s leading retailer of women’s footwear);
  • UBS Securities LLC and Deutsche Bank Securities Inc. as underwriters in connection with a US$1.9 billion secondary public offering of Banco do Brasil S.A. (the largest bank in Latin America) in which BNDES Participações S.A. (the Brazilian development bank) was one of the selling shareholders;
  • Banco Daycoval S.A. (a Brazilian bank that operates in the middle-market segment) in its R$400 million offering of warrants and bank deposit certificates to its shareholders in Brazil and to U.S. institutional investors in a private placement; and US$575 million initial public offering of preferred shares;
  • Itau BBA USA Securities, Inc. and other underwriters in the follow-on primary offering of common shares of Iguatemi Empresa de Shopping Centers S.A. (one of the leading Brazilian shopping center operators); and
  • UBS Securities LLC as underwriter in the US$210 million combined primary/secondary initial public offering of common shares by São Martinho S.A. (a producer of sugar and ethanol in Brazil).

Credentials

Education

  • LL.M., The University of Chicago Law School, 2003
  • J.D., The University of São Paulo Law School, 2000

Admissions

  • Brazil
  • New York

Languages

  • English
  • Portuguese
  • Spanish

Filipe B. Areno

Partner, Corporate Finance, Mergers and Acquisitions
filipe.areno@skadden.com