Corporate Finance Category
 
Winner: OGX’s Record IPC
 
That Latin America''''s biggest-ever IPO occurred in 2008 is impressive in itself given the current climate.
 
OGX Petróleo e Gás, a precocious energy start up, raised US$4.12 billion on the São Paulo stock exchange in June. The first part of OGX''''s offering raised US$3.6 billion, before additional share sales the next day clinched its lead.
 
Brazilian billionaire Eike Batista, who also owns Brazil''''s leading mining company, MMX, set up OGX in 2007. Taking such a green field enterprise to market, particularly at the start of 2008, was a challenge for the lawyers working on the IPO - as one panel member noted: "The money OGX was able to raise in this environment in the early stages of a project is impressive."
 
In absence of a financial history, OGX had to provide additional information to substantiate the investors'''' analysis of the business. Batista has said that demand for the offering reached US$30 billion. This is in part because OGX and the banks - Credit Suisse, UBS and Itaú BBA - agreed to submit a highly detailed feasibility study to fully address the requirements of Brazil''''s securities regulator and investors'''' disclosure expectations.
 
While it has yet to begin producing oil, OGX created a stir last year when it successfully bid more than US$1 billion at an auction in November for drilling rights to 21 offshore blocks, beating major oil companies including the country''''s state-owned Petrobras. The IPO was lifted by Brazil''''s recent oil discoveries.
 
Panel members voted for OGX''''s for "its sheer size and historic importance, and the natural complexities of cross-border execution of large equity deals." Another judge appreciated the novelty of a non-Petrobras oil and gas actor raising money in Brazil on the stock exchange. "The astonishing amount of money raised prompted a public debate as to the pre-salt layer in Brazil and how it should be exploited (and by implication whether a new national oil company should be formed in Brazil to exploit this opportunity)," he says. OGX''''s IPO and Petrobras''''s proposed US$174 billion investment plan indicate that this could be one of the very few profitable practice areas of 2009.
 
The following month, OGX went on to raise US$2.3 billion in a private share placement, the largest private placement ever made by a Brazilian company. Bovespa Holding was Brazil''''s former record holder, having raised US$4.5 billion in September 2007.
 
Counsel to OGX
 
In-house counsel
Lucas Quevedo, Paulo Gouvêa and Clarice Carvalho
 
Brazil
Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
Partner Carlos Barbosa Mello and associates Rodrigo Azevedo Junqueira, Bruno Muffo Rangel Pereira, Bruno Rodrigues Bercito and Fabio Ramos de Souza
 
US
Davis Polk & Wardwell
Partner Manuel Garciadiaz and William Weigel and associates Joana Benjamin, Peter Bazos, Aaron Page, Joshua Ruland, Rachel Strum and foreign temporary associate Adriano CastelloCounsel to the banks
In-house counsel to Credit Suisse – Luis Massud, Paula Magalhães and Conrad Rubin  In-house counsel to UBS – Leandro Micotti, Bruno Duque and Patricia Franklin In-house counsel to Itaú BBA – Sérgio Mychkis Goldstein and Bernardo Carneiro
 
Brazil
Machado, Meyer, Sendacz e Opice Advogados
Partner Daniel de Miranda Facó and associates Patricia Scharlau and Juliana Aquinaga
 
US
White & Case LLP
Partners Donald E Baker, John R Vetterli and Ray Simon, and associates Gavin Parrish, Rodrigo Camara do Vale and Olga Bogush
 
(LATINLAWYER 24.02.2009)