John Guzman

Eletrobras's US$750 million notes issuance
Representation of the joint bookrunners, on the issuance of US$750 million 6.500% notes due 2035 by Centrais Elétricas Brasileiras S.A. – Eletrobras. This transaction is the first to be conducted under Brazil's Law 14,801/24, enacted in early 2024, which introduces incentivized bonds as a financing mechanism for infrastructure projects and offers tax incentives designed to attract foreign investment in Brazil's infrastructure sector.

Termocandelaria Power on US$425 million notes offering
Representation of Termocandelaria Power, S.A., an electric power generation company that owns and operates a large portfolio of thermal power plants in Colombia, in a Rule 144A and Regulation S offering of US$425 million aggregate principal amount of its 7.750% notes due 2031, and a concurrent any-and-all tender offer and exit consent solicitation targeting its 7.875% notes due 2029. The proceeds of the offering were used to fund the concurrent any-and-all tender offer and for general corporate purposes.

Sabesp's equity offering and privatization
Representation of a syndicate of international underwriters and placement agents on the R$14.8 billion (US$2.7 billion) equity offering of Companhia de Saneamento Básico do Estado de São Paulo – SABESP, one of the world's largest water and sewage providers, making it the largest privatization in Brazil and the largest equity offering in Latin America "to-date since June 2022, and the third-largest public offering globally to-date this year." The fully secondary follow-on offering, which closed on July 22, 2024, comprised a registered offering of shares in Brazil, an SEC-registered international offering of American Depositary Shares and an international placement of shares outside Brazil.

Eletrobras's secondary offering of R$2.2 billion stake in CTEEP
Representation of Companhia de Transmissão de Energia Elétrica Paulista (CTEEP), as issuer, on Brazilian electricity company Eletrobras's secondary offering of R$2.2 billion (US$403 million) worth of shares it owns in CTEEP. Upon closing of the transaction, Eletrobras offered 93 million preferred shares of CTEEP at R$23.50 per share. Prior to the sale, Eletrobras owned a 35.700% stake in CTEEP, and through the secondary offering, Eletrobras has cut this stake to 21.600%.

Águas do Rio financing
Representation of AEGEA, the leading Brazil-based sanitation company and its subsidiaries Águas do Rio 1 and 4, on a R$1.5 billion (circa US$300 million) financing with the Inter-American Development Bank (IDB Invest) and Proparco. This project involved multiple sources of funds with an aggregate principal amount of R$25.5 billion (circa US$5.1 billion), making it the largest cycle of investment in Brazil's sanitation sector to date, and is expected to contribute to and promote seven UN Sustainable Development Goals. This transaction was named "Latin America Water Deal of the Year" by IJGlobal, "Water / Sanitation Financing of the Year" and "Infrastructure Financing of the Year" by LatinFinance, and "Water & Utilities Deal of the Year" by Global Banking & Markets Latin America Awards.

3R's notes issuance
Representation of the initial purchasers on 3R's issuance of US$500 million 9.750% Senior Secured notes due 2031. The notes were issued by 3R Lux, a wholly owned subsidiary of 3R Petroleum Óleo e Gás S.A., one of the largest publicly listed independent oil and gas producers in Latin America in terms of production volume and focused on the redevelopment of mature oil and gas fields. 3R Petroleum Óleo e Gás S.A., 3R Potiguar S.A., 3R RNCE S.A. and 3R Bahia S.A. acted as guarantors of the notes. The net proceeds of the notes were applied to permanently and entirely repay a term loan facility that financed part of the acquisition of the assets of the Potiguar cluster from Petrobras. The notes were issued in reliance on Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended.

Minerva's US$1billion notes offering
Representation of Minerva Luxembourg S.A., a Luxembourg arm of the Brazilian meat processing company Minerva S.A., in connection with a notes offering for an aggregate amount of US$1 billion. Minerva issued the debt in two tranches of US$900 million and US$100 million, respectively. Both tranches carry an interest rate of 8.875% and mature in 2033. Minerva is one of Latin America's largest meat processors. It has production facilities in Argentina, Brazil, Colombia, Paraguay and Uruguay and exports its produce globally.

XP Inc.'s US$500 million notes issuance and concurrent any-and-all tender offer
Representation of the initial purchasers in a Rule 144A and Regulation S offering by XP Inc. of US$500 million aggregate principal amount of its 6.750% senior unsecured notes due 2029, and a concurrent any-and-all tender offer targeting the outstanding XP Inc.'s 3.250% senior unsecured notes due 2026. The notes were unconditionally and irrevocably guaranteed by XP Investimentos S.A., a leading technology-driven financial services platform and a trusted provider of low-fee financial products and services in Brazil. The proceeds were used to fund the concurrent any-and-all tender offer and general corporate purposes.

Embraer's US$750 million bond offering
Representation of the initial purchasers or dealer managers in a bond offering by Embraer Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, of the total amount of US$750 million of 7.000% notes due 2030, which were unconditionally and irrevocably guaranteed by Embraer S.A., a corporation (sociedade anônima) organized under the laws of Brazil. The proceeds generated from this offering were utilized to acquire notes tendered in conjunction with a concurrent tender offer for the 2028 notes, 2025 notes and 2027 notes issued by Embraer Netherlands Finance B.V. (the "Notes"). White & Case also represented the dealer managers during this tender offer. Notably, this tender offer, initiated by Embraer S.A., involved a cash purchase offer for up to US$750 million in aggregate principal amount of the notes, with the goal of retiring the debt associated with these notes.

Privatization of Eletrobras
Representation of the international underwriters and placement agents in the public offering by Centrais Elétricas Brasileiras S.A. – Eletrobras and BNDES of 697,476,856 common shares, including 9,783,100 American Depositary Shares evidenced by American Depositary Receipts, at a price of R$42.00, in a US$6.9 billion transaction. This is the second-largest equity offering ever by a Brazilian issuer. This transaction was recognized as "Deal of the Year" by The Legal 500 Brazil Awards and "Capital Markets Deal of the Year" by Latin Lawyer.

Nubank dual-nation IPO
Representation of the underwriters on Nubank's US$2.6 billion dual initial public offering in New York and São Paulo. At the offer price, Nubank had a market capitalization of approximately US$42 billion, making it the most valuable listed financial institution in Latin America, the largest IPO by a Brazilian company since 2017 and the largest IPO by a Latin American company in 2021. This transaction was recognized as "Deal of the Year" by The Legal 500 Brazil Awards, "Equity Deal of the Year" by IFLR Americas Awards and "Capital Markets Deal of the Year" by Latin Lawyer.

Acquisition of Colbún Transmisión
Representation of Alfa Desarrollo SpA, a consortium controlled by APG Energy and Infra Investments, S.L.U. and Celeo Redes, S.L.U., as borrower and issuer, in the structuring and closing of the senior secured financing for the US$1.3 billion acquisition of Colbún Transmisión, S.A. (including 899 km of transmission lines and 27 substations). This transaction was awarded "Bond of the Year" by LatinFinance.

AEGEA's sustainability-linked notes offering
Representation of AEGEA Finance S.à r.l. a wholly owned subsidiary of AEGEA Saneamento e Participaçôes S.A., in connection with its 6.750% Sustainability-Linked Senior Notes due 2029 offering pursuant to Rule 144A and Regulation S under the Securities Act and a concurrent tender offer in respect of its outstanding US$400 million 5.750% Senior Notes due 2024. The notes were guaranteed by AEGEA Saneamento e Participações S.A., the largest privately owned water and sewage service provider in Brazil based on households served with a 49.500% market share in the private sanitation segment. This deal was named "Water / Sanitation Financing of the Year" by LatinFinance.