Brazil

São Paulo Metro Line 6 project financing
Representation of the senior lenders, including multilateral lenders, development finance institutions, a syndicate of commercial banks and BNDES (Brazil's national development bank) in the project financing of the approximately US$3 billion São Paulo Metro Line 6 in Brazil. This is the first-ever limited recourse financing of an infrastructure PPP project in Brazil by BNDES and is currently the largest PPP project under construction in Latin America. This transaction was awarded "Infrastructure Financing of the Year: Brazil" by LatinFinance, "Project Finance Deal of the Year" by IFLR Americas Awards, "Americas Transport Deal of the Year" by PFI, PPP Deal of the Year by Proximo Awards, and "Transport Deal of the Year" by IJGlobal.

CSN decarbonization financing
CSN Mineração S.A., the mining arm of Brazilian integrated steel producer Companhia Siderúrgica Nacional S.A., in connection with an export pre-payment financing facility, for an aggregate principal amount of up to US$1.4 billion. CSNM will use the proceeds of this financing to build a new pellet feed plant to supply high-quality iron ore to its customers, helping in their decarbonization strategies for the steel sector.

Non-recourse financing of Project Feijão
Representation of a syndicate of leading international banks on the US$700 million non-recourse financing of Project Feijão, a 456 MW wind project in Brazil that is being developed by Macquarie Asset Management's Green Investment Group and Hydro Rein, Norsk Hydro's dedicated company for renewables development. The project financing closed on June 26, 2023 with a syndicate comprising mandated lead arrangers and bookrunners BNP Paribas, Banco Santander, Citibank, HSBC, J.P. Morgan, Natixis and Société Générale. This is a major landmark for Brazil's power sector, as it marked the first US dollar-denominated renewables project to raise project financing solely from commercial banks without the involvement of a development agency.

IDB Invest's innovative structure financing to SABESP
Representation of the Inter-American Investment Corporation (IDB Invest), as agent acting on behalf of the Inter-American Development Bank (IDB), IDB Invest, acting on its own behalf, and Société de Promotion et de Participation pour la Coopération Economique S.A. (Proparco) in connection with a BRL 470 million financing provided to Companhia De Saneamento Básico do Estado de São Paulo (SABESP) for the fourth stage of the depollution of the Tietê river in the State of São Paulo, Brazil. IDB Invest provided the financing and was guaranteed by Proparco under an innovative structure, which gives Proparco the option to honor the guarantee or purchase a portion of the guaranteed loans. SABESP is a Brazilian water and waste management company owned by the State of São Paulo and it provides water and sewage services in 363 of the 645 municipalities of the State of São Paulo. It is the largest water and waste management company in Latin America.

Financing for Mendubim solar photovoltaic power plants in Brazil
Representation of IDB Invest in the limited recourse project financing for the Mendubim 531 MWp portfolio of solar photovoltaic power plants, transmission line and associated interconnection facilities located in the municipality of Assú, Rio Grande do Norte State, Brazil. This transaction was recognized as "Renewable Energy Financing" of the Year by LatinFinance.

Petrobras revolving credit facility
Representation of Petrobras in a US$5 billion revolving credit facility contracted with a syndicate of 17 international banks for the refinancing in full of an existing revolving credit facility and for general corporate purposes. Our team also represented Petrobras in a green market debut US$1.25 billion sustainability-linked term loan facility.

Centrais Elétricas Brasileiras equity offering
Representation of the international underwriters and placement agents in the public offering by Centrais Elétricas Brasileiras S.A. – Eletrobras and BNDES of 697,476,856 common shares, including 9,783,100 American Depositary Shares in a US$6.9 billion transaction. This is the second largest equity offering ever by a Brazilian issuer. This transaction was recognized as "Capital Markets Deal of the Year" by Latin Lawyer.

Minerva notes offering
Representation of Minerva Luxembourg S.A., a Luxembourg arm of the Brazilian meat processing company Minerva S.A., in connection with a notes offering for an aggregate amount of US$1 billion. Minerva issued the debt in two tranches of US$900 million and US$100 million, respectively. Both tranches carry an interest rate of 8.875% and mature in 2033. Minerva is one of Latin America's largest meat processors. It has production facilities in Argentina, Brazil, Colombia, Paraguay and Uruguay and exports its produce globally.

AEGEA sustainability-linked notes offering
Representation of AEGEA Finance S.à r.l. a wholly owned subsidiary of AEGEA Saneamento e Participações S.A., in connection with its 6.750% Sustainability-Linked Senior Notes due 2029 offering pursuant to Rule 144A and Regulation S under the Securities Act; and a concurrent tender offer in respect of its outstanding US$400 million 5.750% Senior Notes due 2024. The notes were guaranteed by AEGEA Saneamento e Participações S.A., the largest privately owned water and sewage service provider in Brazil based on households served with a 49.5% market share in the private sanitation segment. This deal was named "Water / Sanitation Financing of the Year", by LatinFinance.

Assaí secondary-only public offering
Representation of Assaí, the leading Brazil-based company mainly engaged in the food distribution sector, and certain selling shareholders of the Casino Group in a secondary-only public offering of 140.8 million common shares, including 400,000 American Depositary Shares in a circa US$507 million transaction.

JBS Group notes offerings
Representation of JBS S.A., the largest protein company and the second-largest food company in the world, and various of its subsidiaries, including JBS USA Lux S.A. and Pilgrim's Pride Corporation, as issuers and guarantors, in more than 20 Rule 144A and Regulation S offerings raising approximately US$14 billion since 2006. We recently also represented JBS and its subsidiaries on a revolving facility of US$450 million with a syndicate of five global banks.

Usina Coruripe senior secured notes offering
Representation of the initial purchasers on the offering of US$300 million aggregate principal amount of 10.000% senior secured notes due February 10, 2027, by Coruripe Netherlands B.V. and guaranteed by S.A. Usina Coruripe Açúcar e Álcool and GTW Agronegócios S.A. Usina Coruripe is a leading Brazilian sugar and ethanol company with five crushing units.

Eneva shares offering
Representation of the placement agents on the offering of 300,000,000 common shares of Eneva S.A., a Brazilian energy company, for the aggregate total amount of R$4.2 billion, which is equivalent to approximately US$780 million. The issuer used the proceeds of the offering to acquire CELSEPAR – Centrais Elétricas de Sergipe Participações S.A., an energy company operating mainly in the state of Sergipe, Brazil.

Nubank dual-nation IPO
Representation of the underwriters on Nubank's US$2.6 billion dual initial public offering in New York and São Paulo. At the offer price, Nubank had a market capitalization of approximately US$42 billion, making it the most valuable listed financial institution in Latin America, the largest IPO by a Brazilian company since 2017 and the largest IPO by a Latin American company in 2021. This transaction was recognized as "Deal of the Year" by The Legal 500 Brazil Awards, "Equity Deal of the Year" by IFLR Americas Awards and "Capital Markets Deal of the Year" by Latin Lawyer.

Smart City Project in Brazil
Representation of a group of sponsors in the financing for the largest integrated smart city project in Latin America, which is located in the City of Rio de Janeiro, Brazil. The financing took the form of an issuance of senior secures notes to certain investors in reliance on Rule 144A and Regulation S of the US Securities Act. The Notes are guaranteed by the U.S. International Development Finance Corporation ("DFC") and Goldman Sachs, acted global coordinator, sustainability bond structuring agent and initial purchaser. This transaction was recognized as "Latin America PPP Deal of the Year" by Proximo Awards, "Latin America Social Infrastructure Deal of the Year" by IJGlobal and "Infrastructure Financing of the Year" by LatinFinance.

QuintoAndar acquisition of Navent
Representation of QuintoAndar, Ltd., a prop-tech unicorn startup company that has developed a real estate marketplace focused on rentals and sales, in its acquisition of Navent Group's real estate portals and operations in Argentina, Brazil, Chile, Ecuador, Mexico, Panama, Peru and Venezuela. This transaction has been recognized as "M&A Private Deal of the Year" by Latin Lawyer.

Ultrapar Participações' sale of its specialized chemicals unit
Representation of Ultrapar Participações S.A., the leading Brazil-based fuel distributor, in the US$1.3 billion sale of its specialized chemicals unit Oxyteno to Thailand's Indorama Ventures PCL. The transaction included all of Oxyteno's operations in Argentina, Brazil, Colombia, Mexico, United States and Uruguay.

Asset-carveout transaction
Representation of Zanite Acquisition, a special purpose acquisition company focused on the aviation sector, on its agreement to enter into a definitive business combination agreement with Embraer, a Brazilian multinational aerospace manufacturer that produces commercial, military, executive and agricultural aircraft, and provides aeronautical services, to acquire EVE UAM, an Urban Air Mobility business spanning electric vertical takeoff and landing vehicle design and production, service and support, fleet operations and urban air traffic management. This was a de-SPAC deal that was structured as an asset-carveout transaction through the contribution of the Urban Air Mobility business assets from Embraer to EVE UAM.

Casablanca solar project
Representation of Atlas Renewable Energy in connection with closing its limited recourse financing for the Lar do Sol – Casablanca project, a bi-facial technology solar project with a combined installed capacity of 359 MWp, located in the State of Minas Gerais, Brazil. The proceeds of the financing, provided by IDB Invest and DNB Bank ASA, would be used to design, construct, commission and operate the Project, as well as a transmission line to the Pirapora II substation, which will interconnect the Project with the electrical grid. The loan facilities include US dollar-denominated loans and Brazilian reais-denominated loans. The White & Case team worked on a number of aspects of this landmark transaction, including negotiating aspects of the 15-year contract signed between Atlas Renewable Energy and Anglo American, as offtaker of the Project.

Juazeiro solar project
Representation of Atlas Renewable Energy, as sponsor, and certain of its affiliates, as borrower and guarantors, in connection with a breakthrough transaction for the development and limited recourse financing of the 187 MWp New Juazeiro solar power project (also known as "Jacaranda"). The plant is to be built in the state of Bahia, Brazil and is expected to generate 440 GWh per year. The financing, provided by IDB Invest and DNB Bank ASA, is the first of its kind in that it is the first solar project in Brazil being financed exclusively in US dollars. The plant will provide clean energy to a Brazilian subsidiary of Dow Inc. under a 15-year power purchase agreement. This transaction has been recognized as "Latin American Solar Deal of the Year" by Proximo Awards.

Cidade de Ilhabela FPSO
Representation of Citigroup Global Markets Inc., MUFG Securities Americas Inc., ING Financial Markets LLC and Mizuho Securities USA LLC, as initial purchasers, and ABN AMRO Securities (USA) LLC, Société Générale, DNB Markets, Inc., Natixis Securities Americas LLC, Coöperatieve Rabobank U.A., Crédit Agricole Securities (USA) Inc. and SMBC Nikko Securities Americas, Inc., as co-managers, in connection with a project bond offering of US$850 million 5.198% senior secured notes due 2034 by Guara Norte S.à. r.l. SBM FPS Holding (SBM) (75%) and Mitsubishi Corporation (25%) own the issuer. Guara Norte is the owner of the floating production storage and offloading unit Cidade de Ilhabela, which is deployed on and critical for the monetization of the pre-salt Sapinhoá oil field in the Santos Basin in Brazil. The members of the consortium formed by Petróleo Brasileiro S.A. – Petrobras, BG E&P Brasil Ltda. (Shell) and Repsol Sinopec Brasil S.A. constitute the ultimate beneficiaries of the FPSO's services. The notes are secured by mortgage over the FPSO, assignment of rights over cash balance and cash flows, and equity interest in Guara Norte, among others.

First US dollar project financing for a greenfield mining project in Brazil
Representation of ING Capital LLC, Société Générale and Natixis as lenders in connection with a US$140 million financing for an open-pit copper-gold mine in Alagoas, Brazil, owned by Mineração Vale Verde Ltda., a subsidiary of mining-focused private equity firm Appian Capital Advisory LLP. The deal was structured on a project financing, limited recourse basis and the loans are structured as export prepayment loans that benefit from favorable tax treatment under Brazilian law. The loan facility also contemplates the sale of a gold royalty for a future upsize of the facility. The deal is thought to be the first US dollar project financing for a greenfield mining project in Brazil. This transaction was named "Latin America Mining Deal of the Year" by IJGlobal and "Latin America Mining Deal of the Year" by Proximo Awards.

Brazilian software merger
Representation of Linx S.A. (NYSE: LINX), a leading provider of retail management software in Brazil, in its US$1.2 billion business combination with STNE Participações S.A., a controlled company of StoneCo Ltd. (NASDAQ: STNE), a leading provider of financial technology solutions that empower merchants to conduct commerce seamlessly across multiple channels.

Natura multiple offerings
Representation of the initial purchasers in a Rule 144A/Regulation S offering by:

• Natura &Co Luxembourg Holdings S.à r.l. of US$600 million aggregate principal amount of its 6.000% senior notes due 2029, unconditionally and irrevocably guaranteed by Natura &Co Holding S.A. and Natura Cosméticos S.A., a Brazilian corporation and global direct-to-consumer beauty company; and
• Natura Cosméticos of US$1 billion aggregate principal amount of its 4.125% Sustainability-Linked Notes due 2028, unconditionally and irrevocably guaranteed by Natura & Co Holding, a Brazilian corporation.

TAG acquisition financing
Representation of a syndicate of ten international and Brazilian banks on the financing of ENGIE S.A.'s and Caisse de dépôt et placement du Québec's (CDPQ) approximately US$8.6 billion acquisition of 90% of Transportadora Associada de Gás S.A. (TAG), the owner of an approximately 4,500 km natural gas pipeline network in Brazil, from Petróleo Brasileiro S.A. – Petrobras. The sale was the largest in terms of dollar value of the divestments undertaken by Petrobras to date and is believed to be one of the largest project financing deals ever in Latin America in terms of deal value. This transaction has been recognized as "Oil & Gas Deal of the Year" by LatinFinance and "Americas Deal of the Year" by Project Finance International.

Secured notes offering to refinance Brazilian FPSO
Representation of Citigroup Global Markets Inc., as global coordinator, and Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as joint bookrunners, in a Rule 144A/Regulation S offering of US$1.1 billion senior secured notes by MV24 Capital B.V., a Dutch special-purpose entity owned by Mitsui & Co., Ltd, MODEC, Inc., Mitsui O.S.K. Lines, Ltd. and Marubeni Corporation. It is believed the transaction is the first FPSO project bond issued under Rule 144A and Regulation S. MODEC has 11 FPSO charter projects around the world, and this transaction will allow the company to diversify its financing sources and provide financing flexibility for the construction of additional FPSOs. The transaction was named "Offshore Innovation Deal of the Year" by Marine Money and "Bond of the Year" by LatinFinance.

CELSE – Centrais Elétricas de Sergipe S.A. financing
Representation of Goldman Sachs, IDB Invest and IFC in connection with the structuring of the financing for the design, construction and operation of a 1,516 MW thermoelectric power plant and related LNG receiving and gas transportation infrastructure in the State of Sergipe, Brazil. Goldman served as global coordinator, sole book-running manager and sole initial purchaser in the offering by a Luxembourg special purpose vehicle of R$3.2 million 9.850% Senior Secured Notes due 2032, and as sole syndication agent, sole lead arranger, sole lead bookrunner and lender of a loan in the aggregate principal amount of R$168.5 million to the Lux SPV. The Lux SPV used the proceeds from the notes and the loan to purchase R$3.37 million of zero withholding tax Brazilian debentures, which were issued by CELSE – Centrais Elétricas de Sergipe S.A., which also received committed loans from IDB Invest and IFC. In another first, Swiss Export Risk Insurance insured 95% of the payment obligations by CELSE under the Brazilian Debentures. The deal was named "Best Bond" and "Best Infrastructure Financing: Brazil" by LatinFinance.

Votorantim sale of Fibria to Suzano
Representation of Votorantim Participaçöes S.A., as selling shareholder, in the approximately US$11 billion sale of Fibria Celulose S.A. (NYSE: FBR), the world's largest producer of market pulp, to Suzano Papel e Celulose S.A. (OTCMKTS: SUZBY), the largest paper and pulp company in Latin America. Concurrently, we also represented BofA Merrill Lynch, as financial advisor to Fibria Celulose S.A., in the company's sale to Suzano.

Oi restructuring plan approval
Representation of Oi S.A., a Brazilian telecommunications company, in its restructuring of more than US$20 billion of debt, the largest-ever debt restructuring in Latin America. The Firm acted as international counsel, advising Oi with respect to its New York and English law governed bond debt and export credit agreements and with respect to US and English law issues arising in Oi's various judicial insolvency cases, which spanned across Brazil, the United States, the United Kingdom, the Netherlands, Portugal and the Cayman Islands. The transaction was named "Restructuring Deal of the Year" by IFLR Americas Awards and LatinFinance and "Global Finance Deal of the Year" by The American Lawyer.

China Three Gorges acquisition and sale
Representation of China Three Gorges Corp., a clean energy group focused on large-scale hydropower development and operation, in its US$1.2 billion acquisition of the Brazilian business of Duke Energy Brazil. The assets include eight hydroelectric plants on the border of São Paulo and Paraná states and two smaller hydropower plants in northern São Paulo, as well as representation of China Three Gorges in connection with the simultaneous sale of one-third of the equity interests in Duke Energy Brazil to China Latin America Industrial Cooperation Investment Fund. The deal was named "Cross-Border M&A Deal of the Year" by LatinFinance.