Clifford Chance LLP, acting from its office in São Paulo, has represented Banco BMG as the local bank raised US$300 million in a subordinated bond offering.
The issuer also retained Brazilian firms Levy & Salomão Advogados and Lima Netto, Campos, Fialho, Canabrava Advogados, a firm based in BMG’s home city of Belo Horizonte.
Lima Netto Campos advised the bank on preparing information for the offering and drafting corporate approvals, while Levy & Salomão reviewed the deal documents and gave general advice on Brazilian law.
In addition, says Clifford Chance partner Isabel Carvahlo, the deal "was challenging given the tight timetable we had to accomplish the transaction." The legal teams, she says, were given approximately three weeks to close the deal from the time of their instruction.
The issuance, made on 5 November, was underwritten by a syndicate of banks comprising Morgan Stanley, Santander, BTG and UBS, with Gibson, Dunn & Crutcher LLP and Brazil’s Machado, Meyer, Sendacz e Opice Advogados acting as its legal advisors.
Levy & Salomão partner Luis Roberto de Assis says the Tier 2 >
One solution to this complexity, he adds, was to divide the applicable law, so that Brazilian law governed the subordination requirements, whereas the rest of the issuance fell under New York law.
Gibson Dunn partner Kevin Kelly agrees that negotiating the degulatory demands of Brazil and New York law was a challenge, but adds, "The US and Brazilian lawyers involved on both sides worked very closely together as a team to coordinate these needs successfully."
Lima Netto Campos partner Rodrigo Lima Netto says that although his firm has carved out something of a niche representing bond issuers in the aftermath of the financial crisis (it has acted in seven debt offerings since 2008), this deal had particular interest as its first Tier 2 issuance.
BMG specialises in loans to state workers and retirees; its 10-year bonds will mature at an interest rate of 9.95 per cent.
In the same week as BMG’s offering, another local bank, Fibra, raised US$110 million in a bond issuance, also >
Counsel to Morgan Stanley, Santander, BTG and UBS
·          Gibson, Dunn & Crutcher LLP
Partner Kevin W Kelley and associate Alberto Faro
·          Machado, Meyer, Sendacz e Opice Advogados
Partner Nei Schilling Zelmanovits and associates Ana Luiza Vieira Franco, Larissa Lancha Alves de Oliveira and Cristiana Andrade Bichuette
Counsel to Banco BMG
Clifford Chance LLP
Partner Isabel Carvalho and associates Toby Pope and Alistair Dunlop
·          Levy & Salomão Advogados
Partner Luis Roberto de Assis and associate Rubens Vidigal Neto
·          Lima Netto, Campos, Fialho, Canabrava Advogados
Partners Rodrigo Lima Netto and João Veloso  and associates Bruno Carvalho and Lucas Spadano
(Latin Lawyer 18.11.2009)
(Notícia na Íntegra)