Pinheiro Neto steers Stone’s NASDAQ share offering

Brazilian law firm Pinheiro Neto has advised Cayman Islands-based Stone Co. on a NASDAQ follow-on share issuance

Pinheiro Neto advised the underwriters on a follow-on $1.49 billion share offering on the NASDAQ exchange by Stone Co., a Cayman Islands-based financial technology solutions provider.

Earlier this month, Stone announced it had signed a definitive agreement for STNE Participações, Stone’s affiliate that owns the company’s software investments business in Brazil, to merge with Linx, an NYSE-listed provider of retail management software in Brazil.

Stone intends to use the net proceeds from the offering of the shares to fund the transaction with Linx, and to pay related fees and expenses, as well as for general corporate purposes. If for any reason the deal with Linx is not consummated, Stone intends to use the net proceeds from the offering of the shares for general corporate purposes, the law firm said. 

Pinheiro Neto’s team that advised the underwriters on the follow-on issuance comprised partner Guilherme Sampaio Monteiro (pictured), senior associate Raphael Palmieri Salomão and associate Lucas Marinho.

The deal is one of a number of offerings and debt issuances on which the law firm has advised in recent weeks.

The law firm acted for Fundo de Investimento em Direitos Creditórios Cielo and its underwriters on a 3-billion-reais ($535.3 million) issuance of senior quotas, 1.25 billion reais in mezzanine quotas and 1 billion in subordinate quotas.

This was the second issuance by FIDC Cielo, an investment fund in credit rights, and which was structured to accommodate its business in anticipation of receivables.

Pinheiro Neto acted as deal counsel to Cielo and the underwriters Banco do Brasil – Investimentos, and Banco Bradesco BBI, structuring the FIDC and assisting in the second offering of the FIDC’s quotas to the market, in a total amount of 5.25 billion reais. With this transaction, FIDC is one of the biggest  investment fund in credit rights in the market.

The law firm’s team was led by partners Ricardo Russo and Caio Ferreira Silva, with associates Felipe Tucunduva Heemstede, Lucas Marinho and Brenno Allaim de Sousa.

And in a separate case, Pinheiro Neto also advised the underwriters on a public offering of the first and second series of agribusiness receivables certificates (ARCs) by Vert Companhia Securitizadora, and which was the largest issuance of ARCs in Brazil’s history. 

The CRA are backed by agribusiness credit rights owed by BRF (the debtor) represented by the debentures of the second issue by the debtor.

The funds obtained with the subscription and payment of the ARCs will be used exclusively by the Issuer to pay the debentures. The funds obtained by the debtor due to the payment of the debentures will be used, entirely and exclusively, for the activities of the debtor in agribusiness. 

The underwriters were Banco BTG Pactual, Banco Bradesco BBI, Banco Votorantim, Banco Itaú BBA, Banco Safra, BB-Banco de Investimento, and XP Investimentos Corretora de Câmbio. 

The law firm’s team advising the underwriters comprised partner Tiago A. D. Themudo Lessa, senior associate Rafael Gaspar, associate Thaís H. Valente T. Lima and assistants Alice T. C. R. da Silva and Luiz Felipe V. R. Gomes.