Milbank LLP has advised on the initial public offerings (“IPOs”) of Grupo Mateus, Petz, Grupo Soma, Pague Menos, Sequoia, JSL, Aura Minerals and other companies in Brazil, contributing to the most IPOs Brazil has seen since 2007.
Milbank advised:
- Grupo Mateus S.A., the largest food retail company in Brazil with 100% Brazilian capital and the 4th largest food retail company in Brazil, operating in the North and Northeast regions of the country, in its IPO under Rule 144A and Regulation S, in the total amount of approximately R$4.6 billion (US$821.0 million). This was the largest IPO of a Brazilian company in 2020 to date. The Milbank team advising the company and selling shareholders included Global Capital Markets partner Fabiana Sakai and associates Guilherme Maranhão and Amanda Borges in São Paulo and Tax partner Andrew Walker and associate David Hanno, Executive Compensation and Employee Benefits partner Joel Krasnow and Alternative Investments Practice partner Catherine Leef Martin and associates Grace Nealon and Megha Kalbag in New York.
- Pet Center Comércio S.A. (Petz), controlled by Warburg Pincus, in its IPO under Rule 144A and Regulation S in the aggregate amount of approximately R$3 billion (US$543 million). Petz has the most stores of any pet shop retailer in Brazil. The Milbank team included Global Capital Markets partner Fabiana Sakai and associate Amanda Borges in São Paulo and Tax partner Andrew Walker and associate Corey Spector, Executive Compensation and Employee Benefits partner Joel Krasnow and Alternative Investments Practice partner Catherine Leef Martin and associates Grace Nealon and Megha Kalbag in New York.
- Grupo de Moda SOMA S.A. (Grupo Soma), one of the largest fashion groups in Brazil and a leader in e-commerce, owner of Brazilian premium fashion brands such as Farm, Animale and Cris Barros, in its IPO under Rule 144A and Regulation S. The Milbank team included Global Capital Markets partner Fabiana Sakai and associate Marina Rodriguez in São Paulo and Tax partner Andrew Walker and associate Corey Spector, Executive Compensation and Employee Benefits partner Joel Krasnow and Alternative Investments Practice partner Catherine Leef Martin and associates Grace Nealon and Megha Kalbag in New York.
- The syndicate of banks in the R$790.1 million (over US$100 million) offering of Brazilian Depositary Receipts (the “BDRs”) representing shares of Aura Minerals Inc. This was the first offering of Brazilian Depositary Receipts and the first-ever IPO in Brazil with restricted selling efforts to institutional investors relying on Brazilian Securities Commission Instruction 476/2009. After the IPO, Aura Minerals became the first gold mining and production company to be listed on the São Paulo Stock Exchange. The Milbank team advising the banks included Global Capital Markets partner Fabiana Sakai and associates Pedro Silva and Amanda Borges in São Paulo and Tax partner Andrew Walker and associate Corey Spector, Executive Compensation and Employee Benefits partner Joel Krasnow and Alternative Investments Practice partner Catherine Leef Martin and associates Grace Nealon and Megha Kalbag in New York.
- The syndicate of banks in the R$749.9 million (US$144.5 million) IPO under Rule 144A and Regulation S of Empreendimentos Pague Menos S.A., the third largest drugstore chain in Brazil in number of stores, mainly operating in the North and Northeast regions in the country. The Milbank team advising the banks included Global Capital Markets partner Fabiana Sakai and associates Marcella Gurgel and Amanda Borges in São Paulo and Tax partner Andrew Walker and associate David Hanno and Alternative Investments Practice partner Catherine Leef Martin and associates Grace Nealon and Megha Kalbag in New York.
- Sequoia Logística e Transporte S.A., a leading Brazilian tech-enabled logistics company, controlled by Warburg Pincus, in its IPO under Rule 144A and Regulation S, in the total amount of R$870.2 (US$154.6 million). The Milbank team advising the company and selling shareholders included Global Capital Markets partner Fabiana Sakai and associate Pedro Silva in São Paulo and Tax partner Andrew Walker and associate David Hanno, and Alternative Investments Practice partner Catherine Leef Martin and associates Grace Nealon and Megha Kalbag in New York.
- JSL S.A., Brazil’s largest logistics services provider, in connection with its IPO of 72,255,762 common shares for an aggregate amount of approximately R$693.7 million. The common shares trade on the São Paulo Stock Exchange and the securities sold in the international offering were placed under Rule 144A and Regulation S. The Milbank deal team included Global Capital Markets partner Tobias Stirnberg and associate Alexia Raad in São Paulo and Tax partner Andrew Walker and associate Benjamin Heller and Alternative Investments Practice partner Catherine Leef Martin and associate Megha Kalbag in New York.
Tobias Stirnberg said: “Our involvement in many of Brazil’s IPOs this year reflects Milbank’s prominence as a go-to adviser for leading Brazilian businesses and global financial institutions in handling the most important capital markets deals originating in the country. The above IPOs have performed well after closing, which we believe is a signal of the quality of the companies that we advise.”
Fabiana Sakai added: “The IPO boom in Brazil is indicative of opportunities in various sectors of the economy, especially for capital markets transactions. Low interest rates globally and the lowest rates ever in Brazil have contributed to an increase in equity capital markets deals with investors seeking higher returns and becoming less risk averse, creating an interesting dynamic for deal flow in the region.”
Milbank’s São Paulo office is led by a highly experienced team of attorneys who have advised clients for more than 15 years on some of the largest and most innovative capital markets, project finance, mergers and acquisitions and financial restructuring transactions in Brazil. The firm is consistently recognized for its work on the region’s most high-profile, prominent transactions and has been ranked as a leading legal adviser in Latin America by publications, including Latin Lawyer, LatinFinance, Chambers Latin America, The Legal 500 and IJGlobal.
