The Firm recently represented BRF S.A. (formerly known as BRF – Brasil Foods S.A.) in an offering of US$500 million aggregate principal amount of 3.95% Senior Notes due 2023 and R$500 million aggregate principal amount of 7.75% Senior Notes due 2018.  The offering was conducted in reliance upon Rule 144A and Regulation S under the U.S. Securities Act of 1933.

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The Firm is representing an affiliate of Blackstone Real Estate Partners VII (Blackstone) in connection with the announced acquisition, along with its Brazilian partner Pátria Investimentos, of 70% of the share capital of Alphaville Urbanismo S.A. (“Alphaville”) from Gafisa S.A. (“Gafisa”) for approximately R$1.4 billion (approximately US$665 million), valuing Alphaville at an equity value of approximately R$2 billion. The remaining 30% of the share capital of Alphaville will remain with Gafisa. The transaction is expected to close in the second half of 2013 and is subject to customary closing conditions, including the approval by Brazilian antitrust authorities.

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Davis Polk advised Banco do Brasil Securities LLC, J.P. Morgan Securities LLC, Bradesco Securities, Inc., Itaú BBA USA Securities, Inc., BTG Pactual US Capital LLC, Citigroup Global Markets Inc., Brasil Plural Securities LLC and Banco Votorantim Securities as joint bookrunners on the Rule 144A/Regulation S initial public offering of common shares of BB Seguridade Participações S.A. on the São Paulo Stock Exchange. The selling shareholder, Banco do Brasil S.A., sold an aggregate of 675 million shares for a total of approximately R$11.4 billion ($5.7 billion). BB Seguridade’s IPO is the second-largest initial public offering ever by a Latin American issuer and the largest global initial public offering to date in 2013.

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Simpson Thacher recently represented Biosev S.A. (“Biosev”) in connection with its R$677.5 million (US$332.2 million) initial public offering registered in Brazil, with international placement efforts to qualified institutional buyers and other non-U.S. persons in reliance on Rule 144A and Regulation S under the Securities Act. The offering related to (i) the issuance of 46,666,667 common shares listed on the Novo Mercado segment of the São Paulo Stock Exchange (“BM&FBOVESPA”) at the price of R$15.00 per common share and (ii) the sale, by Hédera Investimentos e Participações Ltda. (“Hédera”), a subsidiary of the Louis Dreyfus Commodities group, of 37,406,609 put options at the price of R$0.25 per put option, each of which grants to its holder the right to sell to Hédera one common share of Biosev on July 21, 2014 at a price equal to R$16.57, equivalent to R$15.00 plus an estimated premium based on the Certificado de Depósito Interbancário rate over the price per share in the offering until July 21, 2014. The put options are listed and traded on the Derivatives Market of the BM&FBOVESPA. Investors were given the option to subscribe for common shares of Biosev only, or to subscribe for common shares of Biosev and the related put options.

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Davis Polk advised Cosan Luxembourg S.A. and Cosan S.A. Indústria e Comércio, as guarantor, in connection with the reopening of Cosan Luxembourg’s R$350 million 9.5% notes due 2018, which constitute a further issuance of the R$500 million 9.5% notes due 2018, which were issued on March 14, 2013 pursuant to Rule 144A and Regulation S under the Securities Act.

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Law firm Milbank, Tweed, Hadley & McCloy represented the BTG Pactual Corporate Office Fund, a commercial real estate fund managed by leading Brazilian investment bank BTG Pactual, in the reopening of the fund. This has been touted as Brazil’s first international REIT offering.

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The Firm represented Citi, HSBC and J.P. Morgan, as initial purchasers, in connection with an offering of U.S.$500 million aggregate principal amount of 5.375% Subordinated Notes due 2023 issued by Banco de Bogotá S.A. The offering was conducted in reliance upon Rule 144A and Regulation S under the U.S. Securities Act of 1933.

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The Firm recently represented BB Securities Limited, Banco Bradesco BBI S.A., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., as initial purchasers, in a sale of US$500 million of 6.25% Senior Notes due 2023 issued by ESAL GmbH and unconditionally guaranteed by its parent company JBS S.A., a Brazilian corporation, and JBS Hungary Holdings Kft., a wholly owned subsidiary of JBS S.A. The offering was conducted in reliance upon Rule 144A and Regulation S.

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Davis Polk advised CVS Caremark Corporation in connection with its first ever international acquisition – Drogaria Onofre, a retail drugstore chain in Brazil. Financial terms of the transaction were not disclosed.

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Skadden, Arps, Slate, Meagher & Flom LLP announced today that corporate lawyer J. Mathias von Bernuth has joined the firm as a partner in its São Paulo office.

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