Wednesday, 25th April 2012 by Rachel Hall

Machado, Meyer, Sendacz e Opice Advogados, Lefosse Advogados, Skadden, Arps, Slate, Meagher & Flom LLP, Shearman & Sterling LLP and Conyers Dill & Pearman have helped BTG Pactual raise 3.656 billion reais (US$1.96 billion) in the first ever initial public offering by a Brazilian investment bank.

The high valuation of BTG Pactual represents a vote of confidence for Brazil′s capital markets (Credit: David Siqueira)

BTG Pactual, Latin America’s largest independent investment bank, hired Machado Meyer, Skadden and Conyers Dill for the IPO it originally filed for on 1 March. Lefosse Advogados and Shearman & Sterling advised the underwriters: BTG Pactual, Bradesco BBI, Goldman Sachs and JP Morgan.

BTG will sell a total of 117 million units at 31.25 Brazilian reais each, the bank said in a filling to Brazil’s securities regulator, the CVM, late on Tuesday, falling within the suggested price range of 28.75 reais and 33.75 reais. The deal is said to value BTG Pactual at about US$14.4 billion, according to a source quoted by Reuters, making it Brazil′s 16th-biggest listed company by market capitalisation.

The outcome of the IPO has been eagerly awaited as a result of speculation that, thanks to Brazil’s rapid economic growth, BTG may one day rival the global heavyweights of investment banking, such as Goldman Sachs. By continuing to follow the template already set by the US$2.5 billion worth of acquisitions in real estate, finance and services that BTG has made since its inception, managing partner and founder André Esteves has said that he hopes to make it the largest investment bank in emerging markets by 2020. The high value represents a vote of confidence for the bank and its founder, despite the allegations of insider trading in Italy which dogged Esteves in the run up to the IPO.

The IPO has been widely perceived as the litmus test of investor appetite in Brazil’s capital markets too. Brazil′s IPO market has fallen out of favour of late among investors concerned by overpriced deals, after a boom in the mid-2000s. Last week, car rental company Locamerica broke a 12 month IPO drought, the longest in Brazil’s industry, and priced below the target range. Prior to that three other attempted IPOs flopped because of market turmoil.

Earlier this year in February, BTG Pactual merged with Chilean rival investment bank Celfin in a US$600 million deal that typifies the bank’s fast growth and propensity for deal-making, also with the help of Skadden and BM&A. Linklaters and Lefosse headed up the US and Brazilian legal work for Celfin.

Skadden often assists BTG Pactual; the bank’s legal counsel, Jonathan Bisgaier, headed the US firm’s São Paulo office until he joined BTG in 2008, while BM&A regularly assists the investment bank with its M&A activity, including BTG Pactual-controlled WTorre’s real estate merger with BRProperties and BTG’s acquisition of the ailing Banco PanAmericano. The pair also represented BTG Pactual in a record US$1.8 billion private placement of its shares to a consortium of international investors, which took counsel from Linklaters LLP and Lefosse. In 2011 BTG Pactual raised US$1.5 billion (more than double the estimated figure) for a private equity fund, with the help of Simpson Thacher, BM&A and Maples and Calder.

Counsel to Banco BTG Pactual


Skadden, Arps, Slate, Meagher & Flom LLP

Partners Michael Civale in New York and Richard Aldrich in São Paulo


Machado, Meyer, Sendacz e Opice Advogados

Partners Cristina Tomiyama and Daniel de Miranda Facó


Conyers Dill & Pearman

Partners Alan Dickson, consultant Gabriela Romano, and associate Neil Henderson

Counsel to BTG Pactual, Bradesco BBI, Goldman Sachs and JP Morgan


Shearman & Sterling LLP

Partner Mathias von Bernuth and associates Fernanda Iacia and Pedro Gonzalez in São Paulo and partner Stuart Fleischmann and associate Kevin Younai in New York


Lefosse Advogados

Partners Carlos Barbosa Mello and Rodrigo Junqueira, and associates Ricardo Prado, Jana Araújo, Cesar Fischer and Elisa Fachin


(Latin Lawyer 25.04.2012)

(Notícia na Íntegra)