Press Release
Milbank Represents the Underwriters of a New “Tier I” Offering by a Financial Institution in Brazil
Unibanco Issues US$500 Million of “Tier I” Securities in Brazil
NEW YORK, NY, August 17, 2005 – In expectation of changing Brazilian regulatory requirements, Unibanco – União de Bancos Brasileiros S.A. has issued a US$500 million offering of perpetual non-cumulative junior subordinated securities which it anticipates will qualify as Tier I capital. The transaction is the second “Tier I” perpetual bond sold by a financial institution in Brazil. The international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partner Michael Fitzgerald, represented the underwriters Merrill Lynch & Co. and UBS Investment Bank in connection with the offering and structuring of the securities.
Milbank’s Fitzgerald noted, “Unibanco’s offering follows the Banco Bradesco “Tier I” offering earlier this year. As expected, Unibanco and other Latin American banks have decided to capitalize on opportunities the anticipated “Tier I” regulations will present in terms of greater flexibility in meeting regulatory capital requirements.” Earlier this year, Fitzgerald led the Milbank team representing the underwriters in the first ever “Tier I” securities offering by a Brazilian financial institution, the offer of perpetual bonds by Banco Bradesco, also underwritten by Merrill Lynch. In 2004 Fitzgerald led the Milbank team representing Gruma, S.A. de C.V. in its US$300 million perpetual offering, the first perpetual bond deal ever done by a corporate issuer in any market.
About the Financing:
Issued by the Grand Cayman Branch of Unibanco - União de Bancos Brasileiros S.A (NYSE: UBB), the third largest Brazilian private financial group in terms of assets and Brazil’s oldest private-sector bank, the US$500 million perpetual non-cumulative junior subordinated issue carries no maturity date but can be redeemed five years after the placement. The bond priced to yield at 8.7% and was offered in the 144A market in the United States and internationally in accordance with Regulation S.
The Milbank team representing Merrill Lynch & Co., was led by partner Michael Fitzgerald, with counsel Taisa Markus and associates Paul Denaro, Julie Levi and Scott Rozic. Tax advice was provided by partner Bruce Kayle and associate Stacey Mesler.
About Milbank:
Active in Latin America for many years, Milbank has played a prominent role in some of the region’s most innovative and complex transactions, from project financings and restructurings to securities offerings and IPOs. Milbank’s Global Securities/M&A/General Corporate Group is renowned for its leadership in sophisticated cross-border transactions and combines both the transactional and regulatory expertise necessary to successfully negotiate and close mergers & acquisitions and other transactions across a wide range of industries.
Milbank’s Global Securities group has been involved in a number of “first of its kind” transactions in Latin America. In addition to Unibanco, Banco Bradesco and Gruma S.A. de C.V., recent transactions include:
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Representing Southern Peru Copper Corporation (“SPCC”) in its US$800 million 144A international debt offering, one of the largest inaugural debt offerings by a Latin American company in recent years.
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Representing SPCC in its $947 million SEC registered secondary stock offering, the largest equity offering by a Latin American company within the past five years.
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Representing Grupo Mexico and its subsidiary Minera Mexico in the merger of its Mexican and Peruvian operations to turn SPCC into the world’s number 2 copper company by reserves and market capitalization.
Milbank, Tweed, Hadley & McCloy LLP is a premier global law firm headquartered in New York, with offices in Washington, D.C., Los Angeles, Palo Alto, London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore. Recently named Legal Week’s “INTERNATIONAL FIRM OF THE YEAR” for 2004, Milbank is a recognized leader in capital markets, corporate finance, project finance, acquisition finance, and other major fields of legal practice. The Firm's practice includes cross-border mergers and acquisitions and global securities transactions as well as assisting multinational clients with their cross border investments. Milbank provides a full range of services to many of the world’s leading financial, industrial and commercial enterprises, as well as governments, institutions and individuals.