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, mergers and acquisitions, and financings.

Bio

Mr. Areno has worked on more than 40 offerings, including of Banco BTG Pactual, Azul, Ultrapar, Cosan, Tarpon, BR Malls, Iguatemi, MetLife and Banco do Brasil. In addition, he has been involved in several mergers and acquisitions, including representing Deutsche Bank AG as financial advisor to Enersis Américas S.A. (Chile) in the US$22 billion restructuring of certain companies controlled by Enel (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 “Notable Practitioner” by IFLR1000 2018, “Latin American Rising Legal Star” (Partners) by Latinvex and “Up and Coming” by Chambers Latin America (Brazil, Capital Markets: International), both in 2015.

Recent notable matters include representing:

Equity Offerings

  • 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 initial public offering 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;
  • Brazilian investment company Península, controlled by Brazilian entrepreneur Abilio Diniz, as a selling shareholder in the R$5 billion (US$1.6 billion) initial public offering of Carrefour’s Brazilian subsidiary. This was Brazil’s largest initial public offering in four years;
  • 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;
  • Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A. in connection with its US$100 million follow-on offering of common shares under Rule 144A/Reg 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;
  • Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and HSBC Securities (USA) Inc. as joint global coordinators and bookrunners in a US$114 million Rule 144A/Reg S follow-on offering of common shares of Brasil Brokers Participações S.A.;
  • FPC Par Corretora de Seguros S.A. and the selling shareholders in their initial public offering of common shares under Rule 144A/Reg S. The shares were listed on the Novo Mercado segment of BM&FBOVESPA, the São Paulo Stock Exchange;
  • Brazil Pharma S.A. in its US$271 million Rule 144A/Reg S follow-on equity offering on the São Paulo Stock Exchange;
  • 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);
  • 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).

Mergers and Acquisitions

  • Ultrapar Participções S.A. in its US$820 million acquisition of Liquigás Distribuidora S.A. from Petrobras. All three companies are based in Brazil;
  • 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/Reg 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 US$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;
  • Goldman Sachs as financial advisor to Banco Santander in its US$6.52 billion offer to acquire the 25 percent stake of its Brazilian unit, Santander Brasil;
  • 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;
  • 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 a 20 percent stake in New Flyer Industries Inc.;
  • 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;
  • 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;
  • 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; and
  • GP Investments Acquisition Corp. in its proposed, but terminated, acquisition of WKI Holding Company, Inc., the parent company of World Kitchen, LLC.

Debt Offerings

  • 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 Participções S.A. in a US$750 million Rule 144A/Reg 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.;
  • 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;
  • General Shopping S.A. in its offer to purchase for cash up to US$50 million of General Shopping Finance Limited’s outstanding 10% perpetual notes listed on the Luxembourg Stock Exchange;
  • 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);
  • Banco Pan S.A. (Brazil) in a cash tender offer for up to US$100 million of its 8.5% subordinated notes;
  • 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 3.5% notes due 2022 under Rule 144A/Reg 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;
  • 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 US$3 billion medium-term notes program, listed on the Luxembourg Stock Exchange;
  • 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.; and
  • HSBC Holdings plc, JPMorgan Chase & Co. and Morgan Stanley as joint bookrunning managers in a US$700 million Rule 144A/Reg S offering of 5.375% senior unsecured notes due 2027 by VM Holding S.A. (Luxembourg), a subsidiary of Votorantim Participações S.A. (Brazil).

Restructurings/Financings

  • 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;
  • 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.; and
  • 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.

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