Carlo von Hanstein

Carlo von Hanstein provides New York law advice to Brazilian, Latin American and U.S. clients in a wide range of corporate transactions, including public and private equity and debt offerings, PIPEs, cross-border mergers and acquisitions, liability management transactions and financings. He also has experience advising clients on how to become public companies, as well as on corporate and securities compliance matters.

Select representative transactions include:

Equity Offerings:

• SEC-registered IPOs and follow-on offerings, including of XP, GP-Act III Acquisition Corp. (a SPAC sponsored by GP Investments) and Sendas Distribuidora (Assaí)
• Rule 144A/Reg S IPOs and follow-on offerings, including of Hidrovias, Raízen, Lojas Americanas, Rumo, BTG Pactual, PetroRecôncavo, Clear Sale, Méliuz, Banco PAN, AES Brasil, Cury Construtora, Allied Tecnologia, Eletromidia, Espaçolaser and Santos Brasil

Debt Offerings:

• Rule 144A/Reg S notes offerings, including of Cosan, Lojas Americanas, Nexa Resources, Hidrovias, Ultrapar, BTG Pactual and Mubadala
• other transactions, including a Reg S-only notes offering of Oi, a private placement of green bonds of BTG Pactual, a private placement of U.S. dollar-settled, Colombian peso-denominated notes of Banco do Brasil

Mergers and Acquisitions:

• the special committee of the board of directors of Nasdaq-listed Arco Platform Limited in connection with Arco’s unsolicited $1.5 billion take-private transaction led by General Atlantic and agoneer Investment Group
• HPX in its business combination with Emergência Participações, with the combined entity listed on the NYSE
• Opportunity Asset Management in the $1.13 billion sale of its 48% stake in Santos Brasil
• Embraer in the sale of an 80% stake in its commercial aircraft and services business to, and joint venture with, Boeing
• SuperBac Biotechnology in a minority investment by XP Private Equity
• Vórtx in its sale of an equity stake to FTV Capital
• Hidrovias in the acquisition of the South American shipping business of Imperial Logistics

Liability Management and Financings:

• tender offers, exchange offers, consent solicitations and other liability management exercises, including for InterCement, Votorantim Cimentos, Oi, Cielo and Banco do Brasil
• XP Vista Asset Management in connection with the constitution of a litigation fund and a capital commitment by Siguler Guff

Mr. von Hanstein also provides pro bono legal services to New York and São Paulo-based clients, including low-income individuals seeking representation in their interactions with the police as well as nonprofit educational institutions.