J. Mathias von Bernuth Partner, São Paulo Mergers and Acquisitions; Capital Markets J. Mathias von Bernuth heads Skadden’s São Paulo office. Mr. von Bernuth provides New York law advice to Brazilian, Latin American and U.S. clients in a wide range of corporate transactions, including cross-border mergers and acquisitions, public and private equity and debt offerings (including high-yield debt), restructurings and financings. Mr. von Bernuth has extensive experience across a variety of industries, including energy, oil and gas, steel, telecommunications, financial services, real estate, manufacturing, education, infrastructure, transportation, environmental services and retail. He also has been involved in and conducted cross-border internal investigations for entities and boards of directors in connection with compliance and government enforcement issues, as well as related U.S. securities actions. T: 55.11.3708.1840 Mr. von Bernuth has consistently been listed in Chambers Global: The World’s Leading [email protected] Lawyers for Business, Chambers Latin America, Who’s Who Legal — Brazil and Who’s Who Legal — Capital Markets and has been named as one of Latin America’s Top 100 Lawyers by Latinvex. Education LL.M., Columbia University School of Recent notable matters include representing: Law, 2004 (Harlan Fiske Stone Scholar) Dr. jur., University of Munich, 1999 Equity Offerings - a syndicate of underwriters led by XP Investimentos, Morgan Stanley, Goldman Sachs & Bar Admissions Co. and J.P. Morgan in the SEC-registered follow-on equity offering of XP Inc. The trans- New York action involved the secondary sale of more than 22 million Class A common shares by XP Controle and General Atlantic at a public offering price of $42.50 per share, raising gross Foreign Consultant admitted by the proceeds of approximately $1 billion; Ordem dos Advogados do Brasil (Brazilian Bar), São Paulo section - a syndicate of underwriters led by Goldman, J.P. Morgan and Morgan Stanley in a $2.25 billion initial public offering of Class A common shares of XP Inc. on Nasdaq. XP is a Recognition technology-driven financial services platform that provides low-fee financial products and Chambers Global: The World’s Leading services in Brazil. The SEC-registered transaction comprised the sale of 83.3 million Class Lawyers for Business A common shares by XP Inc. and certain selling shareholders at a public offering price of $27 per share. The IPO was the largest-ever U.S. registered IPO of a Brazil-based business; Chambers Latin America - Banco BTG Pactual in a R$2.65 billion (approximately $510 million) primary follow-on Latin America’s Top 100 Lawyers, Latinvex offering, comprised of the sale of more than 35 million units, each representing one common share and two Class A preferred shares of Banco BTG Pactual. The units were Who’s Who Legal — Brazil subject to a priority offering in Brazil addressed to existing shareholders, in accordance with Brazilian regulation; Languages - the bank syndicate led by Itau BBA, BTG Pactual and Bank of America in the multibillion-dollar English Portuguese equity follow-on equity offering of Lojas Americanas S.A., one of Brazil’s primary retailers German with physical stores all over Brazil. Lojas also controls B2W, which owns some of Brazil’s most Spanish valuable online shopping platforms and also runs a highly successful online marketplace; - Bradesco BBI, Morgan Stanley, Santander, Banco do Brasil, Itau BBA, Merrill Lynch, BTG Pactual, Credit Suisse and Goldman Sachs as placement agents in Rumo S.A.’s offering of common shares under Rule 144A/Reg S totaling an aggregate value of R$2.6 billion (approximately US$820 million). The shares have been listed on the São Paulo Stock Exchange in Brazil; 1 Skadden, Arps, Slate, Meagher & Flom LLP J. Mathias von Bernuth Continued - J.P. Morgan, BMO Capital Markets, Morgan Stanley, Credit Suisse, BTG Pactual Corporate Office Fund, Brazil’s largest real estate Merrill Lynch, Citigroup, Scotiabank, Bradesco BBI, Credicorp investment fund in terms of quotaholders’ equity, held by BCRE Capital, ABN AMRO, Banco do Brasil Securities, Macquarie Capi- Portfolio Fund I L.P. The R$1.1 billion (approximately US$518.5 tal, MUFG, National Bank of Canada and RBC Capital Markets as million) offering was the first offering of its size of quotas of a underwriters in the IPO of common shares of Nexa Resources S.A. Brazilian real estate fund pursuant to Rule 144A/Reg S; (formerly known as VM Holding S.A.), one of the largest mining companies in Latin America and a subsidiary of the Votorantim Debt Offerings Group. The common shares are dually listed on the New York - Rede D’Or in connection with its issuance of $1.2 billion of 4.5% Stock Exchange and the Toronto Stock Exchange; 2030 dollar bonds. Rede D’Or is Brazil’s largest private owner and - Itau BBA, BTG Pactual and XP Investimentos as joint bookrunners operator of hospitals and oncology clinics; in the public offering of quotas by Vinci Shopping Centers Fundo - the bank syndicate led by Goldman Sachs and Morgan Stanley de Investimento Imobiliario — FII totaling an aggregate value of in Nexa Resources’ offering of $500 million of 6.5% 2028 dollar R$230 million under Rule 144A/Reg S. The quotas were listed in bonds. Nexa is part of the Votorantim conglomerate and is a U.S. and the B3 São Paulo Stock Exchange; Canada-listed mining company with operations in Brazil and Peru; - Merrill Lynch, Pierce, Fenner & Smith, BTG Pactual US Capital, - Banco Bradesco BBI, BB Securities, Citigroup, Itau BBA, Merrill Bradesco Securities, Itau BBA USA Securities, Santander Invest- Lynch and Santander in Rumo Luxembourg S.à.r.l’s offering of ment Securities and XP Securities in Omega Geração S.A.’s R$464 US$500 million notes, guaranteed by Rumo S.A., bearing 5.875% million Reg S/Rule 144A IPO of its common shares; interest and due in 2025; - Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and - Banco BTG Pactual, acting through their Luxembourg branch, in Itau BBA USA Securities, Inc. as global coordinators in Azul S.A.’s their Series No. 8 issuance of Rule 144A/Reg S notes under their US$645 million IPO of preferred shares in the form of American Global MTN Programme in the amount of US$500 million due in depositary shares on the New York Stock Exchange and preferred 2023 and bearing interest at 5.500%; shares on the São Paulo Stock Exchange; - Rede D’Or Finance S.à r.l. as issuer and Rede D’Or São Luiz S.A. - Citigroup Global Markets Brasil, Bank of America Merrill Lynch as guarantor in its US$500 million Rule 144A/Reg S offering of Banco Multiplo S.A., Banco BTG Pactual S.A., Banco Bradesco 4.950% notes due 2028. The notes were listed on the Luxembourg BBI S.A., Banco Santander (Brasil) S.A., Banco Modal S.A. Stock Exchange; and XP Investimentos Corretora de Cambio as underwriters in a - Hidrovias International Finance S.à r.l. as issuer and Hidrovias do US$481 million Rule 144A/Reg S follow-on offering of equity Brasil S.A., Hidrovías del Sur S.A., Hidrovías del Paraguay S.A. units by Energisa S.A. (Brazil); and other subsidiaries as guarantors in its US$600 million Rule - Península, controlled by Abilio Diniz, as a selling shareholder in 144A/Reg S offering of 5.950% notes due 2025. The notes will be the R$5 billion (US$1.6 billion) initial public offering of Carre- listed on the Singapore Exchange Securities Trading Limited; four’s Brazilian subsidiary. This was the country’s biggest initial - Bradesco BBI, Banco do Brasil, Itau BBA, Morgan Stanley and public offering in four years; Santander in the debut offering of senior unsecured bonds by - General Shopping Brasil S.A. and subsidiaries on the private Cosan Limited, a foreign private issuer registered with the SEC exchange of subordinated unsecured notes issued by General and listed on the New York Stock Exchange. This transaction Shopping Investments Limited for new senior secured notes offered marks Cosan Limited’s first time accessing the market at the by General Shopping Investments Limited and Global Depositary holding company level; Shares representing common shares of General Shopping Brasil - Ultrapar International S.A. as issuer and Ultrapar Participagoes S.A. S.A.; and Ipiranga Produtos de PetrOleo S.A. as guarantors in a U$750 - GP Investments Acquisition Corp. (formed by Brazil-based private million Rule 144A/Reg S Offering of 5.25% notes due 2026. The equity firm GP Investments) in its US$150 million initial public notes were listed on the Luxembourg Stock Exchange; offering; - BTG Investments L.P. in the establishment of its unguaranteed - BTG Pactual, Santander, Credit Suisse, BofA Merril Lynch and US$3 billion medium-term notes program, listed on the Luxem- Brasdesco BBI in connection with the secondary offering of bourg Stock Exchange; 6,893,697 quotas of Fundo de Investimento Imobiliário — FII 2 Skadden, Arps, Slate, Meagher & Flom LLP J. Mathias von Bernuth Continued - Banco Bradesco BBI S.A., Banco BTG Pactual S.A. — Cayman Restructurings/Financings Branch, Citigroup Global Markets Inc., HSBC Securities (USA) - Morgan Stanley, Banco do Brasil, Bradesco and Itau BBA as Inc. and Itau BBA USA Securities, Inc. as joint bookrunners in a dealer managers and solicitation agents in connection with US$750 million Rule 144A/Reg S offering of 5.75% senior notes InterCement’s private exchange offer for any and all of its 5.750% due 2024 issued by Cimpor Financial Operations B.V.; senior notes due 2024 for newly issued 7.000%/8.500% senior secured PIK toggle notes due 2027.