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Image: Thiago Spercel

Thiago Spercel

Partner, Corporate Department

Overview

Thiago Spercel is a partner in the Securities and Capital Markets practice of Paul Hastings and is based in the firm’s São Paulo office. Mr. Spercel focuses his practice on capital markets and corporate finance transactions, including representing Brazilian issuers and underwriters in significant equity and debt offerings. He has also represented corporate clients and international private equity investors in leading cross-border mergers and acquisitions, including transactions in the technology, real estate, hotel and tourism, and pharmaceutical industries, among others. Prior to joining Paul Hastings, Mr. Spercel was a partner at a leading Brazilian law firm and of counsel at a prominent international law firm.

Recognitions

  • Recognized by Análise Advocacia 500, Specialized Services (2019)
  • Recommended by Latin Lawyer 250, Corporate and M&A (2018)
  • Recognized as Deal Maker of the Year by Finance Monthly (2018)
  • Recommended by The Legal 500, Capital Markets and Corporate and M&A (2017)
  • Ranked a leading professional (Securities – Brazil) by the Latin Corporate-Client Choice Award (2014)
  • Recognized for the Private Equity Deal of the Year by Latin Lawyer (2013)
  • Recognized for the Equity Deal of the Year by International Financial Law Review (2013)
  • Recommended by Chambers Latin America (Capital Markets Brazil) and Chambers Global – America’s Leading Lawyers for Business (Leader in Your Field) (2010 and 2012)

Representations

Capital Markets Transactions:

  • Representation of Bolsa de Mercadorias & Futuros – BM&F in its demutualization process and its US$3.9 billion initial public offering in Brazil (2007).
  • Representation of Bank of America Securities LLC, Banco Bradesco S.A. – Grand Cayman Branch, HSBC Securities (USA) Inc. and J.P. Morgan Securities Inc., as initial purchasers in connection with a US$612 million offering of 5.50% Notes due 2020 issued by BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (2012).
  • Representation of Deutsche Bank and Morgan Stanley as joint bookrunners in the public offering of US$500 million of 6.375% Notes due 2020 by Embraer Overseas Limited, unconditionally guaranteed by Embraer−Empresa Brasileira de Aeronáutica S.A. The notes are listed on the New York Stock Exchange (2009).
  • Representation of Citigroup Global Markets Inc., Itaú BBA USA Securities, Inc. and Morgan Stanley & Co. LLC as joint bookrunners in an SEC-registered offering by Embraer S.A. of US$500 million of 5.150% Notes due 2022. The notes are listed on the New York Stock Exchange (2010).
  • Representation of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as dealer managers, in connection with the Rule 144A/Regulation S private exchange offer and related consent solicitations by Embraer S.A. (2013).
  • Representation of BTG Pactual, Bank of America Merrill Lynch, Bradesco BBI, Banco Itaú BBA, UBS Brasil and J.P. Morgan as underwriters in the initial public offering of shares of Madero Indústria e Comércio S.A. and listing on the B3 stock exchange.
  • Representation of Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Citigroup Global Markets Inc., as placement agents, and BMO Nesbitt Burns Inc., Jefferies & Company, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as co-managers, in connection with the initial public offering of 1,944,000 common shares of HRT Participações em Petróleo S.A. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. The transaction raised R$2.8 billion (approximately US$1.7 billion) in proceeds (2009).
  • "Equity Deal of the Year" – International Financial Law Review – IFLR: Representation of Biosev S.A. 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 B3 STOCK EXCHANGE at the price of R$15.00 per common share and (ii) the sale, by Hédera Investimentos e Participações Ltda., 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 B3 STOCK EXCHANGE. 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. Through this innovative transaction with variable and fixed income features, Biosev was the first Brazilian company to offer combined securities designed to afford investors a divestment option with a premium of a pre- negotiated minimum investment return (2013).
  • Representation of Unigel S.A. in its US$250 million inaugural secured bond offering (2018).
  • Representation of Unigel S.A. in its US$400 million bond offering and tender offer to repurchase existing bonds (2019).
  • Representation of Unigel S.A. in its US$110 million bond offering retap (2021).
  • Representation of the underwriters in the initial public offering of shares of Unigel S.A. and listing on the B3 stock exchange.
  • Representation of BTG Pactual US Capital LLC, Credit Suisse Securities (USA) LLC, Itau BBA, J.P. Morgan and Bradesco BBI as placement agents in connection with the initial public offering of 44,444,445 common shares of FCP PAR Corretora de Seguros S.A. and listing on the B3 stock exchange. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S. The transaction raised R$550 million (approximately US$160 million) in proceeds (2015).
  • Representation of initial purchasers in connection with the intended initial public offering of 30,779,040 common shares of BR Distribuidora S.A. and listing on the B3 stock exchange. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S (2015, transaction not closed).
  • Representation of BTG Pactual US Capital LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Santander Investment Securities Inc. as placement agents in connection with the initial public offering of 30,779,040 common shares of SER Educacional S.A. and listing on the B3 stock exchange. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S. The transaction raised R$569.4 million (approximately US$255.3 million) in proceeds, pending exercise of the over-allotment option (2013).
  • Representation of BTG Pactual US Capital LLC, Morgan Stanley, Itaú BBA, BofA Merrill Lynch and J.P. Morgan as placement agents in connection with the initial public offering of 33,750,000 common shares of CVC Brasil Operadora e Agência de Viagens S.A. and listing on the B3 stock exchange. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S. The transaction raised R$540 million (approximately US$155 million) in proceeds (2013).
  • Representation of BB Securities Limited, Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Morgan Stanley & Co LLC and Santander Investment Securities Inc., as dealer managers, in connection with the tender offers to purchase for cash from each registered holder (i) any and all of the outstanding 11.25% Senior Notes due 2021 issued by Marfrig Holdings (Europe) B.V., and (ii) up to US$500 million in aggregate consideration amount of (a) the 6.875% Senior Notes due 2019, issued by Marfrig Holdings, (b) the 8.375% Senior Notes due 2018, issued by Marfrig Holdings and (c) the 9.5% Senior Notes due 2020 issued by Marfrig Overseas Limited. Approximately US$406.5 million in aggregate principal amount of Notes have been validly tendered (2015).
  • Representation of the lead managers, BTG Pactual, HSBC, Itau BBA and Morgan Stanley, in an offering by Marfrig Holdings (Europe) B.V. of US$850 million aggregate principal amount of 6.875% Senior Notes due 2019. The Notes are unconditionally and irrevocably guaranteed by Marfrig Global Foods S.A. and Marfrig Overseas Limited. The offering was conducted in reliance upon Rule 144A and Regulation S under the U.S. Securities Act of 1933 (2015).
  • Representation of Equatorial Energia S.A. in connection with its R$1.3 billion (US$622 million) follow-on equity offering. The offering was 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. A substantial portion of the net proceeds from the offering will be used for the financial restructuring of Equatorial’s recently acquired subsidiary, Centrais Elétricas do Pará – CELPA (2013).
  • Representation of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Itau BBA USA Securities Inc. and Bradesco Securities, Inc., as placement agents in connection with the initial public offering of 18,556,702 units, each representing one common share and two preferred shares, without par value, of Abril Educação S.A. The units were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. The transaction raised R$371.1 million (approximately US$239.4 million) in proceeds. The offering may be increased by up to US$35.9 million (approximately R$55.7 million) if the over-allotment option is exercised (2011).
  • Representation of Abril Educação S.A. in the follow-on offering of 11,313,499 units, each representing one common share and two preferred shares, without par value, of Abril Educação S.A. The units were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S (2013).
  • Representation of Merrill Lynch, Pierce, Fenner & Smith Incorporated and BTG Pactual US Capital Corp., as initial purchasers, in a US$200 million Perpetual Bond offering by General Shopping Finance Limited, a Cayman Islands corporation. General Shopping Finance Limited issued 10.00% Perpetual Bonds, which were guaranteed by General Shopping Brasil S.A. and substantially all of its subsidiaries. The offering was conducted in reliance on Rule 144A and Regulation S (2010).
  • Representation of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. as joint bookrunners in connection with the offering by General Shopping Investments Limited of $150 million 12.00% Perpetual Subordinated Fixed-to-Floating Rate Notes with Interest Deferral Option. The issue was unconditionally guaranteed by General Shopping Brasil S.A. and certain of its subsidiaries. This was the first subordinated hybrid perpetual notes offering by a corporate issuer in Latin America (2012).
  • Representation of T4F Entretenimento S.A. and certain selling shareholders in connection with the initial public offering of 29,310,345 common shares. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. The transaction raised R$469 million (approximately US$297 million) in proceeds, in addition to R$70 million (approximately US$44 million) or 4,396,551 additional shares sold by the selling shareholders on exercise of the overallotment option (2011).
  • Representation of EcoRodovias Infraestrutura e Logística S.A. and the selling shareholders in connection with the initial public offering of 144,003,000 common shares, including the shares sold in connection with the exercise in full of the over-allotment option. The shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. The transaction raised approximately US$762.4 million in proceeds (2012).
  • Representation of Morgan Stanley & Co. Incorporated, BTG Pactual US Capital Corp., J.P. Morgan Securities LLC and HSBC Securities (USA) Inc., as placement agents in connection with the initial public offering of common shares of Brasil Insurance Participações e Administração S.A. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Section 4(2) of the Securities Act and to non-U.S. persons under Regulation S. The transaction raised R$644.6 million (approximately US$381.4 million) in proceeds (2009).
  • Representation of UBS Securities LLC, Credit Suisse Securities (USA) LLC and Santander Investment Securities, Inc., as placement agents, and Safra Securities Corporation and Banco Votorantim Securities, Inc., as co-managers, in connection with the follow-on offering of 29,475,000 common shares of MRV Engenheria e Participações S.A. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. The transaction raised approximately US$375 million in proceeds (2008).
  • Representation of Locamérica S.A. in connection with the initial public offering of common shares. The shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S (2010).
  • Representation of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Inc. and Bradesco Securities, Inc. as placement agents in connection with the sale of an aggregate of 38,304,446 common shares of Tivit Terceirização de Processos, Serviços e Tecnologia S.A. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. The transaction raised approximately US$367 million in proceeds to the selling shareholders (2010).
  • Representation of Credit Suisse Securities (USA) LLC, Bradesco Securities, Inc., Goldman, Sachs & Co., Itaú USA Securities, Inc. and Santander Investment Securities Inc., as placement agents, and HSBC Securities (USA) Inc. and Safra Securities Corporation, as co-managers, in connection with the follow-on offering of 47,300,000 common shares of Cyrela Brazil Realty A. Empreendimentos e Participações. The common shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under RegulationS. The transaction raised R$1.041 billion (approximately US$595.1 million) in proceeds (2009).
  • Representation of SLC Agrícola S.A. and the selling shareholders in connection with the initial public offering of common shares. The shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S (2007).
  • Representation of Anhanguera Educacional Participações S.A. and the selling shareholders in connection with the 100% secondary offering of 33,350,000 units. The units were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S. The transaction raised approximately US$428.1 million in proceeds (2007).
  • Representation of Kroton Educacional S.A. and the selling shareholders in connection with the initial public offering of common shares. The shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S.
  • Representation of Universidade Estácio de Sá S.A. and the selling shareholders in connection with the initial public offering of common shares. The shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S.
  • Representation of Lopes Consultoria S.A. and the selling shareholders in connection with the initial public offering of common shares. The shares were offered to the public in Brazil, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons under Regulation S.
  • Representation of Energias Renováveis S.A. - ERSA in connection with its private placement of shares (2006, transaction not closed).
  • Representation of Celulose Irani S.A. in connection with its initial public offering of shares (2008, transaction not closed).
  • Representation of Inbrands S.A. in connection with its initial public offering of shares (2011, transaction not closed).
  • Representation of Unidas Rent a Car S.A. in connection with its initial public offering of shares (2014, transaction not closed).
  • Representation of WebJet S.A. in connection with its initial public offering of shares (2009, transaction not closed).

M&A Transactions:

  • Latin Lawyer Private Equity Deal of the Year – 2013: Representation 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. from Gafisa S.A. for approximately R$1.4 billion (approximately US$665 million), valuing Alphaville at an equity value of approximately R$2 billion (2014).
  • Representation of Caixa Participações S.A. in the R$4 billion sale of Banco Pan S.A. to BTG Pactual (2021).
  • Representation of Caixa Economica Federal and Caixa Seguridade in the R$7 billion joint venture with Tokio Marine for the distribution of home and residential insurance (2020).
  • Representation of Caixa Economica Federal and Caixa Seguridade in the R$600 million joint venture with Icatu Seguros for the distribution of capitalization products (2020).
  • Representation of Caixa Economica Federal and Caixa Seguridade in the R$1 billion joint venture with CNP (France) for the distribution of insurance (2020).
  • Representation of Caixa Economica Federal and Caixa Seguridade in the R$400 million joint venture with Tempo Assist and Carlyle for the distribution of assistance services for insurance products (2020).
  • Representation of Johnson Controls Inc. in connection with the sale of Scott Technologies to 3M Inc. (2017).
  • Representation of KPS Partners in connection with the purchase of Winoa Steel (2017).
  • Representation of Capsugel Inc. in connection with the acquisition of Genix Produtos Farmaceuticos S.A. (2014).
  • Representation of Aceco TI S.A. in connection with the investment by General Atlantic (2010).
  • Representation of Kohlberg Kravis Roberts & Co. L.P. in connection with its acquisition of Aceco TI S.A. from its founding shareholders and General Atlantic (2014).
  • Representation of Carlyle in connection with its investment in UNIASSELVI and FAC Educacional, Brazilian distance learning education companies (2016).
  • Representation of HRT Participações em Petróleo S.A. in connection with its plan of arrangement with UNX Energy Corp., pursuant to which HRT acquired all of the outstanding common shares of UNX for CAD$6.17 per share in exchange for Global Depositary Shares representing common shares of HRT. As a result, Global Depositary Shares of HRT were listed on the Toronto Stock Exchange—TSXV (2011).
  • Representation of Owens-Illinois, a leading global glass manufacturer, in connection with its acquisition of Brazilian glassmaker Companhia Industrial de Vidros (CIV), the leading glass container producer in northeastern Brazil. Under the terms of the agreement, Owens-Illinois is purchasing CIV for $603 million on a cash-free, debt-free basis (2010).
  • Representation of Grupo Cataratas and Advent in connection with the purchase of Aquario do Rio (2019).
  • Representation of Canada Pension Plan in its intended investment in Rumo Logística S.A. (2013, transaction not closed).
  • Representation of Apax in its intended investment in Leader Participações S.A. (2010, transaction not closed).
  • Representation of Carlyle in its intended investment in Casa Granado S.A. (2016, transaction not closed).

Other Representative Transactions:

  • Collaboration with the Washington, D.C. office in advising on Foreign Corrupt Practices Act issues and compliance programs for several Brazilian clients, conducting internal investigations, assisting with SEC reporting, conducting anti-corruption diligence, and [VERB+ing required] corporate governance requirements. Recently, Mr. Spercel has assisted a large Brazilian mining company with the review of its anti-corruption policies and procedures (2016) and has conducted a 12-month internal investigation in a Brazilian petrochemical company.
  • Representation of Samarco Mineracao S.A. in connection with the planning, implementation and management of its Mediation Program covering more than 13,000 claims.
  • Representation of Samarco Mineracao S.A. in connection with the coordination of the litigation strategy for more than 50 public civil actions relating to the Fundao Dam break in November 2015.
  • Representation of Samarco Mineracao S.A. in connection with the creation of a foundation for social and economic relief for persons impacted by the Fundao Dam break in November 2015.
  • Representation of CETIP S.A. in its partnership with the IntercontinentalExchange, Inc. for the development of a trading platform for fixed-income, derivatives, commodities and equity products, having received the "Deal Maker of the Year" recognition from Finance Monthly (2015).
  • Representation of Unigel S.A. in its debt restructuring with several lenders (2010, 2014, 2015).
  • Representation of Galvão Engenharia S.A. in connection with its A/B/C loan from the International Finance Corporation – IFC.
  • Representation of Companhia Brasileira de Distribuição – CBD in connection with the replacement of its depositary for American Depositary Receipts.

Involvement

  • New York Bar
  • Brazilian Bar (São Paulo and Rio de Janeiro)
  • American Bar Association
  • Certified Compliance and Ethics Professional – CCEP
  • Member of the Society of Corporate Compliance and Ethics – SCCE
  • Member of the Integrity Committee of the UN Global Compound – Brazil
  • Board member of SAVE Brasil, associated to Birdlife International

Practice Areas

Corporate
Latin America
Securities and Capital Markets
Impact Investing
ESG Risk, Strategy, and Compliance

Languages

Anglais
Portuguese

Admissions

New York Bar
Brazil

Education

Universidade de Sao Paulo, Ph.D. 2020
Universidade de Sao Paulo, M.A. 2007
Columbia Law School, LL.M. 2006
Fundacao Getulio Vargas, M.B.A. 2004
Universidade de Sao Paulo, J.D. 2000

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