Filipe B. Areno

Partner, São Paulo Capital Markets; Mergers and Acquisitions

Filipe B. Areno assists Latin American and U.S. clients in a wide range of corporate transac- tions, including public and private offerings of equity and debt securities, mergers and acqui- sitions, and financings. Mr. Areno has worked on more than 50 securities offerings, including of Banco BTG Pactual, Azul, , , Tarpon, BR Malls, Iguatemi, MetLife and . In addition, he has been involved in several M&A transactions, including representing Deutsche AG as financial advisor in AmBev’s US$1.2 billion acquisition of Cervecería Nacional Dominicana and Vale’s US$3.8 billion acquisition of the Brazilian fertilizer business of Bunge Limited.

Mr. Areno is regularly ranked among the leading professionals in his field, including repeatedly being named by Latinvex as one of Latin America’s Top 100 Lawyers in Capital Markets and Corporate/M&A, in Chambers Global for Capital Markets: International and in T: 55.11.3708.1848 Chambers Latin America for Capital Markets. Mr. Areno was also selected as a 2018 Client F: 55.11.3708.1845 Choice Awards winner in the mergers and acquisitions category and listed as an Expert in [email protected] 2018 by Who’s Who Legal: for both M&A and Capital Markets and Who’s Who Legal: Corporate for M&A. In addition, Mr. Areno was listed in Best Lawyers in Brazil 2020 and as a Notable Practitioner by IFLR1000 2018. Education LL.M., The University of Chicago Recent notable matters include representing: Law School, 2003 J.D., The University of São Paulo Equity Offerings Law School, 2000 -- 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 Bar Admissions offering of common shares under Rule 144A/Reg S totaling an aggregate value of R$2.6 Foreign Consultant admitted by the billion (approximately US$820 million). The shares have been listed on the São Paulo Ordem dos Advogados do Brasil Stock Exchange in Brazil; (Brazilian Bar), São Paulo section -- J.P. Morgan, BMO Capital Markets, Morgan Stanley, Credit Suisse, Merrill Lynch, New York Citigroup, Scotiabank, Bradesco BBI, Capital, ABN AMRO, Banco do Brasil Securities, Macquarie Capital, MUFG, National Bank of Canada and RBC Capital Markets Languages as underwriters in the initial public offering of common shares of Nexa Resources S.A. English (formerly known as VM Holding S.A.), one of the largest mining companies in Latin Portuguese America and a subsidiary of the Votorantim Group. The common shares are dually listed Spanish on the New York Stock Exchange and the Toronto Stock Exchange; -- International Meal Company Alimentação S.A. and certain shareholders in a $140 million secondary offering of more than 55 million common shares placed through restricted placement efforts in Brazil and abroad; -- Brazilian investment company Península, controlled by Brazilian entrepreneur Abilio Diniz, as a selling shareholder in the R$5 billion (US$1.6 billion) initial public offering of Carre- four’s Brazilian subsidiary. This was Brazil’s largest initial public offering in four years; -- Merrill Lynch, Pierce, Fenner & Smith, BTG Pactual US Capital, Bradesco Securities, Itau BBA USA Securities, Santander Investment Securities and XP Securities in Omega Geração S.A.’s R$464 million Reg S/Rule 144A IPO of its common shares; -- Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Itau BBA USA Secu- rities, Inc. as global coordinators in Azul S.A.’s US$645 million IPO and subsequent follow-on offering of preferred shares in the form of American depositary shares on the New York Stock Exchange and preferred shares on the São Paulo Stock Exchange;

1 Skadden, Arps, Slate, Meagher & Flom LLP Filipe B. Areno Continued

-- Valid Soluções e Serviços de Segurança em Meios de Pagamento Mergers and Acquisitions e Identificação S.A. in connection with its US$100 million -- in its US$4.4 billion joint ventures (commercial and follow-on offering of common shares under Rule 144A/Reg S, military) with Boeing; with a simultaneous offering in Brazil under CVM Rule 476, a novel private placement exemption from the registration require- -- Adtalem Global Education, a global workforce solutions provider, ments of Brazilian securities law. This was the first offering of its on the sale of its Brazilian educational business to YDUQS for kind in Brazil under CVM Rule 476; US$465 million. YDUQS, formerly known as Estácio Partici- pações, is the second-largest post-secondary education company -- FPC Par Corretora de Seguros S.A. and the selling shareholders in Brazil and its controlling shareholder is the private equity firm in their initial public offering of common shares under Rule 144A/ Advent International; Reg S. The shares were listed on the Novo Mercado segment of BM&FBOVESPA, the São Paulo Stock Exchange; -- CarrierEQ Inc., also known as Airfox, in its partnership with S.A. (one of the largest electronic retailers in the world); -- Brazil Pharma S.A. in its US$271 million Rule 144A/Reg S follow-on equity offering on the São Paulo Stock Exchange; -- Ultrapar Participções S.A. in its US$820 million proposed acqui- sition of Liquigás Distribuidora S.A. from . All three -- Banco BTG Pactual and BTG Pactual Participations in their companies are based in Brazil; landmark US$2 billion initial public offering of units (“Deal of the Year for 2012” by IFLR) and the establishment of Banco BTG -- Banco BTG Pactual S.A. (Brazil) in its US$1.7 billion acquisition Pactual’s US$3 billion MTN Program and issuances thereunder, of BSI S.A. (Switzerland), the private banking group owned by including a US$160 million Reg S offering of notes denominated Assicurazioni Generali S.p.A. (Italy). Mr. Areno also represented in Chinese renminbi (the first public offering of Brazilian bonds in Banco BTG Pactual S.A. in the related acquisition financing, the Chinese market); which included a US$1.3 billion Rule 144A/Reg S offering of perpetual non-cumulative junior subordinated (Tier 1) notes; -- Triunfo Participações e Investimentos S.A. (a Brazilian company that operates in the infrastructure segment) in its US$318 million -- The AES Corporation, an independent power generator and a offering of common shares and global depositary shares; developer of power plants, as regulatory counsel in its US$51 million sale of two biomass energy facilities and a biomass -- Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & energy fuel management business in Central Valley, California, Smith Incorporated and Credit Suisse Securities (USA) LLC as to Covanta Holding Corporation, a provider of waste manage- joint bookrunners in the US$340 million initial public offering ment services; of common shares of Arezzo Indústria e Comércio S.A. (Brazil’s leading retailer of women’s footwear); -- Goldman Sachs as financial advisor to in its US$6.52 billion offer to acquire the 25 percent stake of its Brazil- -- UBS Securities LLC and Deutsche Bank Securities Inc. as ian unit, ; underwriters in connection with a US$1.9 billion secondary public offering of Banco do Brasil S.A. (the largest bank in Latin -- Marcos and Ricardo Mauad Arede, the owners of Drogaria Onofre America) in which BNDES Participações S.A. (the Brazilian Ltd., in the sale of the company’s outstanding shares to an affiliate development bank) was one of the selling shareholders; of CVS Caremark Corporation. The transaction represented CVS Caremark’s first acquisition outside the United States; -- Banco Daycoval S.A. (a Brazilian bank that operates in the middle-market segment) in its R$400 million offering of warrants -- Natura Cosméticos S.A. (Brazil) in its US$71 million acquisition and bank deposit certificates to its shareholders in Brazil and to of a 65 percent stake in Emeis Holdings Pty Ltd. (Australia); U.S. institutional investors in a private placement; and US$575 -- Marcopolo S.A. in its US$115 million acquisition of a 20 percent million initial public offering of preferred shares; and stake in New Flyer Industries Inc.; -- Itau BBA USA Securities, Inc. and other underwriters in the -- funds advised by Apax Partners L.P. in its acquisition of a 54 follow-on primary offering of common shares of Iguatemi percent stake in TIVIT (a Brazilian information technology Empresa de Shopping Centers S.A. (one of the leading Brazilian outsourcing company) and a subsequent mandatory tender offer shopping center operators). to buy the remaining shares. The two transactions valued TIVIT at US$1 billion. This transaction was named “Best Private Equity Deal” for 2010 by LatinFinance magazine (January/February 2011);

2 Skadden, Arps, Slate, Meagher & Flom LLP Filipe B. Areno Continued

-- Safra Group, as one of two joint controlling shareholders of -- General Shopping Brasil S.A. and subsidiaries in the private Aracruz Celulose S.A., in Aracruz Celulose’s proposed US$7.5 exchange of subordinated unsecured notes issued by General billion merger with Votarantim Celulose e Papel S.A., which Shopping Investments Limited for new senior secured notes created one of the world’s largest pulp and paper companies; offered by General Shopping Investments Limited and global -- Deutsche Bank Securities Inc. as financial advisor to Companhia depositary shares representing common shares of General de Bebidas das Américas (AmBev) (a publicly traded company Shopping Brasil S.A. This was the first exchange offer in Brazil in Brazil that is majority-owned by Belgium-based Anheuser- involving GDSs; Busch InBev N.V.) in its US$1.2 billion acquisition of Cervecería -- General Shopping S.A. in its several offers to purchase, for cash, Nacional Dominicana S.A.; and Vale S.A. (Brazil’s largest mining General Shopping Finance Limited’s outstanding 10% perpetual company) in its US$3.8 billion acquisition of the Brazilian fertil- notes listed on the Luxembourg Stock Exchange; izer business of Bunge Limited; -- a syndicate of underwriters in the US$230 million offering -- The Carlyle Group in its equity investment in Rede D’Or São of perpetual notes; the US$430 million follow-on offering of Luiz, the largest private hospital operator in Brazil; and common shares; the US$366 million follow-on offering of -- Marcos and Ricardo Mauad Arede, the owners of Drogaria Onofre common shares; and the US$340 million initial public offering of Ltda (Brazil), in the sale of the company’s outstanding shares to an common shares by BR Malls Participações S.A. (Brazil’s largest affiliate of CVS Caremark Corporation. shopping center operator); -- Banco Pan S.A. (Brazil) in a cash tender offer for up to US$100 Debt Offerings million of its 8.5% subordinated notes; -- Banco BTG Pactual, acting through its Cayman Islands branch, in -- Banco BTG Pactual S.A. (the largest independent investment bank it Rule 144A/Regulation S offering of 7.75% US$600 million of in Brazil), as issuer, in connection with its offering of US$1.3 Basel II-compliant Tier 2 subordinated notes due 2029. The notes billion Rule 144/Reg S perpetual non-cumulative junior subordi- were listed on the Luxembourg Stock Exchange; nated (Tier 1) notes; -- Citigroup, Morgan Stanley, Banco do Brasil, -- Banco Bradesco BBI S.A., Banco BTG Pactual US Capital LLC, BBI, Itau BBA and Santander in connection with Votorantim Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Cimentos’ liability management exercise of approximately Itau BBA USA Securities, Inc. as joint bookrunners in a $750 US$780 million of existing notes; million Rule 144A/Reg S offering of 5.75% senior notes due 2024 -- Banco Bradesco BBI, BB Securities, Citigroup, Itau BBA, Merrill issued by Cimpor Financial Operations B.V. (one of the largest Lynch and Santander in Rumo Luxembourg S.à.r.l’s offering of cement producers in Brazil); US$500 million notes, guaranteed by Rumo S.A., bearing 5.875% -- BTG Investments L.P., as issuer, and BTG Pactual Holding S.A., interest and due in 2025; as guarantor, in the establishment of its US$2 billion global -- Banco BTG Pactual, acting through their Luxembourg branch, medium-term note program and US$700 million Rule 144/Reg S in its Series No. 8 issuance of Rule 144A/Reg S notes under its offering of 4.5% senior notes due 2018 under the program; and in Global MTN Programme in the amount of US$500 million due in the establishment of its unguaranteed US$3 billion medium-term 2023 and bearing interest at 5.500%; notes program, listed on the Luxembourg Stock Exchange; and -- Bradesco BBI, Banco do Brasil, Itau BBA, Morgan Stanley and -- Barclays Capital Inc. and UBS Securities LLC as leading under- Santander in the debut offering of senior unsecured bonds by writers in the US$1.2 billion SEC-registered offering of senior Cosan Limited, a foreign private issuer registered with the SEC notes due 2016 by MetLife, Inc. and listed on the New York Stock Exchange. This transaction marks Cosan Limited’s first time accessing the market at the Restructurings/Financings level; -- Usinas Siderúrgicas de Minas Gerais S.A. () (Brazil) -- Ultrapar Participções S.A. in a US$750 million Rule 144A/Reg in the first phase of its US$2 billion out-of-court debt restructuring S offering of 5.25% senior unsecured notes due 2026 by Ultrapar pursuant to which the company refinanced nearly 92 percent of its International S.A. and guaranteed by Ultrapar Participções and total indebtedness; Ipiranga Produtos de Petróleo S.A.; -- BTG Pactual Group S.A. (Brazil) in the US$1.6 billion spin-off of a portion of its commodity trading unit;

3 Skadden, Arps, Slate, Meagher & Flom LLP Filipe B. Areno Continued

-- Ultrapar Participações S.A. (Brazil’s largest distributor of liquefied petroleum gas) in the conversion of all of its preferred shares, including those underlying ADSs traded on the NYSE, into common shares as a result of its migration to the Novo Mercado segment of the São Paulo Stock Exchange; and other corporate matters, including Ultrapar’s stock split and rights offering by its wholly owned subsidiary Refinaria de Petróleo Riograndense S.A.; and -- Tarpon Group (a Brazil-based alternative investment group) in the delisting of its BDRs from the São Paulo Stock Exchange and subsequent redomiciliation from Bermuda into the U.S.; the US$250 million investment of Alberta Investment Management Corporation in Tarpon’s funds; and its proxy statement requesting votes from U.S. investors to approve its corporate restructuring.

4 Skadden, Arps, Slate, Meagher & Flom LLP