Pinheiro Neto, Lefosse and Machado Meyer acted as legal advisors on acquisition by Cosan, of an interest of approximately 4.9% in the capital stock of Vale. To enable the acquisition of the equity interest in question, Cosan conducted two main transactions: private issuances of commercial notes totaling R$8 billion reais, through which Cosan acquired an interest in Vale of approximately 1. 5% of the capital stock; and the offshore financing entered by Cosan with Citibank and JP Morgan, linked to derivative financial instruments in the modality known as “collar”, which consists in contracting an option that limits the range of possible positive or negative returns in the price of the underlying shares, in order to protect possible losses from market volatility, which resulted in the acquisition of 3.4% of Vale’s capital stock.
In addition to the stake already acquired by Cosan, it executed with national banks financially settled derivatives, through which Cosan obtained protection against the fluctuation in the price of the shares between signing and settlement, in order to allow for greater predictability of the cost of acquiring such shares in the future, with the possibility of this exclusively financial exposure being converted into an equity stake in Vale equivalent to [1.5%], if approved by the Administrative Council for Economic Defense (CADE).
Pinheiro Neto advised Cosan and relied on partners Tiago A. D. Themudo Lessa, Guilherme Sampaio Monteiro, Giancarlo Matarazzo,(pictured in the first row from left to right), senior associate Paula Rodrigues, associates Julia Barbosa Campos, Carolina Fernández Vidal, Elena Carvalho Carrasco, Jose Arnaldo Godoy Costa de Paula, legal assistants Vinicius Gonzaga and Giovanna Bittencourt Mantesso.
Lefosse represented Banco Itaú BBA e Banco Bradesco BBI on the placement of the Commercial Notes and acted as special counsel to Citibank in the offshore financing and relied on partners Ricardo Prado and Kenneth Ferreira (pictured in second row from left to right), counsel Leonardo Batista and senior associates Mariana Pollini and Fabio Perez, associate Fernanda Barros and Leticia Rogick.
Machado Meyer acted as legal counsel to Banco J.P. Morgan and Banco Citibank, acting in the drafting and negotiation of all transaction documents, including loan agreements, derivatives agreements, security agreements and all other ancillary documents and relied on partners Adriano Schnur and Maria Eugenia Novis (pictured third row from left to right), lawyers Antonio Augusto S. Bruni and Andre Moretti de Gois.
Simpson Thacher & Bartlett LLP also advised the same partie.