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, Ultrapar, Cosan, Tarpon, BR Malls, Iguatemi, MetLife and Banco do Brasil. In addition, he has been involved in several M&A transactions, including representing Deutsche Bank 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: Brazil 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, Credicorp 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 - Embraer 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 Via Varejo 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 Petrobras. 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 Banco Santander 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, Santander Brasil; 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.