Fernando Almeida is an of counsel based in the São Paulo office of Gibson, Dunn & Crutcher and a member of the Firm’s Capital Markets, Mergers and Acquisitions, FCPA, White Collar Defense and Investigations, Global Finance, Securities Enforcement, Securities Regulation and Corporate Governance, and Latin America Practice Groups.

Mr. Almeida has extensive experience advising major international and Brazilian investment banks, corporations and private equity investors in a wide range of cross-border transactions involving Brazil.  Mr. Almeida has represented various issuers and underwriters in cross-border public and private offerings of equity and debt securities, as well as in private placements and bank financings.  He also has significant experience advising foreign investors in the acquisition of, and joint venture formation with, Brazilian public and private companies, and serves as counsel to Brazilian companies in cross-border business combinations.  Mr. Almeida has been described by legal publication Latin Lawyer as being well versed in Brazilian capital markets work and has been recognized by Legal 500 as a prominent member of Gibson Dunn’s Latin America capital markets practice. He is also recognized by The Best Lawyers in Brazil as a leading lawyer in banking and finance law.

In more than 10 years of U.S. law practice, Mr. Almeida represented many of Brazil’s leading corporates, including Ambev, ALL Logística, Aracruz, BTG Pactual, Contax, CSN, Embraer, Globex/Ponto Frio, M. Dias Branco, Marítima Seguros, PDG Realty, Petrobras, Santos-Brasil, Sul América, Telemar/Oi, VCP and Votorantim Participações.  During this time, he also advised several of the leading international and Brazilian investment banks acting as underwriters or financial advisors in securities offerings and mergers and acquisitions involving Brazilian companies.  Mr. Almeida also has counseled international and Brazilian private equity and other strategic investors, including Apax, Chow Tai Fook (CTF) Enterprises, Eminence Capital, GIC Real Estate, GP Investments, Publicis Group, Tarpon and Travelers, in their strategic investments, joint ventures and buyouts in Brazil.

Mr. Almeida also has substantial experience with investigations and enforcement actions under the U.S. Foreign Corrupt Practices Act (“FCPA”) involving Brazilian corporations with SEC-reporting obligations and local subsidiaries of U.S. and European multinationals.

Prior to rejoining Gibson, Dunn & Crutcher, where Mr. Almeida worked in Gibson Dunn’s New York office from 2004 through 2006, he practiced for almost six years in the New York and São Paulo offices of Skadden, Arps, Slate, Meagher & Flom. He was also a foreign associate in the New York office of Shearman & Sterling.  Mr. Almeida is a citizen of Brazil and, prior to becoming a U.S. lawyer, practiced Brazilian law in São Paulo, including as in-house counsel to CSFB Garantia, where he advised the bank’s various business units.

Mr. Almeida earned a law degree from the University of São Paulo School of Law and an LL.M. from Columbia Law School, where he was a Harlan Fiske Stone Scholar.  He also holds an executive MBA from Fundação Getulio Vargas. Mr. Almeida is a member of the New York State bar and is fluent in both English and Portuguese.

Representative Transactions

Mergers, Acquisitions, Corporate Restructurings and Private Equity Investments

• Ambev (leading Latin American beverage multinational) in its SEC-registered corporate reorganization by means of a Brazilian stock swap merger (incorporação de ações) that promoted a recapitalization of the company by converting its dual-class share structure, comprised of voting common shares and non-voting preferred shares, into a single-class share structure, comprised exclusively of voting common shares (Nominated as one of the 2013 Equity Offerings of the Year by International Financial Law Review).
• VCP and Aracruz in their SEC-registered corporate restructuring as a result of VCP’s US$7.5 billion acquisition of a controlling stake in Aracruz to form Fibria, the largest pulp and paper producer in the world (2009 M&A Deal of the Year by Latin Lawyer).*
• PT Delta Merlin Dunia Textile, leading Indonesian textile company, in its exchange of US$150 million newly issued Series A 1.500% Step-up Senior Secured Notes due 2028 and US$150 million newly issued Series B Zero Coupon Senior Unsecured Notes due 2032 pursuant to Section 1145 of the U.S. Bankruptcy Code for the company’s US$300 Million Rule 144A/Regulation S 8.625% Senior Notes due 2024.
• Chow Tai Fook (CTF) Enterprises in its investment of R$165 million for the acquisition of a 35% stake in “Cidade Matarazzo”, an ultra-luxury retail and hotel project developed in an integrated complex in São Paulo by Group Allard (a French high-end retail developer), which retained 65% of the project.
• Publicis Groupe, a global advertising company and one of the leading advertising groups in Brazil, in multiple acquisitions of Brazilian advertising agencies.
• Eminence Capital, a New York private hedge fund, in its defense against an unsolicited takeover bid launched by a Brazilian investment bank for all free float shares of BR Properties, a portfolio company of the fund and a leading Brazilian commercial property investment company listed on the São Paulo Securities, Commodities and Futures Exchange (“BM&FBovespa”).
• Telemar (Oi) (major Brazilian telecommunications company) in its first attempted SEC-registered corporate restructuring aiming to simplify its share structure, disperse its control group and list the company on the Novo Mercado segment of the BM&FBovespa.
• Telemar and Contax (leading Brazilian call center company) in connection with Telemar’s US$105 million (book value) spin-off of Contax under SEC Staff Legal Bulletin No. 4.
• Goldman Sachs as financial advisor to Bovespa Holding (operator of the former São Paulo Stock Exchange) in its US$11 billion merger of equals with BM&F (operator of the former São Paulo Futures and Commodities Exchange) to create BM&FBovespa, the largest securities, commodities and futures exchange in Latin America.  The deal was named “Best Domestic M&A Transaction of 2008” by Latin Finance.*
• Deutsche Bank as financial advisor to Ultrapar (leading Brazilian LPG producer) in its US$4 billion joint acquisition of Ipiranga (leading Brazilian oil and gas conglomerate) by a consortium comprised of Ultrapar (as consortium leader), Petrobras (Brazilian oil and gas multinational) and Braskem (leading Brazilian petrochemical company).  The deal was named “2008 M&A Deal of the Year” by Latin Lawyer.*
• The Travelers Companies in its US$370 million joint venture agreement to acquire a 43% stake in  J. Malucelli Seguros (leading Brazilian surety insurance and reinsurance group).*
• GIC Real Estate (the New York-based real estate arm of The Government of Singapore Investment Corporation) in a US$400 million joint venture with Cyrela Commercial Properties (a leading Brazilian commercial real estate developer) and The Canada Pension Plan Investment Board.*

Debt Offerings

• The underwriters in multiple SEC-registered offerings of guaranteed notes of Vale (leading global mining and metals multinational) totaling US$3.25 billion.
• UBS as placement agent and the note purchasers in multiple private placements of senior notes issued by The Government of Aruba totaling almost US$200 million.
• JP Morgan as dealer-manager of Vale Overseas’s SEC-registered cash tender offer for any and all of the company’s US$300 million 9.00% Guaranteed Notes due 2013, and as underwriter of the concurrent SEC-registered public offering of US$1 billion 6.25% Guaranteed Notes due 2016 guaranteed by Vale.
• CSN (leading Brazilian steel company) in its 144A/Reg S offering of US$200 million 10.00% Guaranteed Notes due 2015 and the later reopening of this deal with an additional offering of US$200 million 10.00% Guaranteed Notes due 2015.
• Morgan Stanley as initial purchaser in the 144A/Reg S offerings of US$200 million 8.75% Senior Amortizing Notes due 2010 and US$300 million 9.15% Senior Amortizing Notes due 2016 issued by Banco BMG (leading Brazilian bank in the payroll deductible lending segment).
• Telemar in its cash tender offer for up to US$150 million of its US$300 million 8.00% PRI Notes due 2013.
• Citigroup, HSBC, Itaú BBA and Santander as initial purchasers in the 144A/Reg S offering of US$1 billion 6.625% Senior Notes due 2019 guaranteed by Votorantim Participações (the holding company of one of Brazil’s largest industrial conglomerates), Votorantim Cimentos Brasil (a leading Brazilian cement producer in the Votorantim conglomerate) and Companhia Brasileira de Alumínio (a leading Brazilian aluminum producer in the Votorantim conglomerate).*
• Embraer (one of the world’s leading regional aircraft manufacturers) in the NYSE-listed public offering of 6.325% US$500 million Guaranteed Notes due 2020 guaranteed by Embraer.*
• Citigroup as initial purchaser in the 144A/Reg S offering of US$500 million 8.75% PRI Notes due 2013 guaranteed by Ambev.*
• JP Morgan as initial purchaser in the 144A/Reg S offering of US$300 million 8.00% PRI Notes due 2013 issued by Telemar.
• Citigroup and BNP Paribas as initial purchasers in the 144A/Reg S offering of US$162 million 7.427% Secured Export Notes due 2012 backed by CSN’s steel export receivables.
• Sul América (leading Brazilian independent insurance company) in its 144A/Reg S offering of US$200 million 8.625% Senior Notes due 2012.*

Equity Offerings*

• Goldman Sachs and Credit Suisse as joint global coordinators in the 144A/Reg S US$3.7 billion initial public offering of common shares of Bovespa Holding listed on the Novo Mercado segment of the BM&FBovespa.  The offering was the largest IPO ever in Brazil at the time and the fifth largest IPO worldwide of 2007, and was named “2007 Corporate Finance Deal of the Year” by Latin Lawyer and “Best Primary Equity Issue of 2007” by Latin Finance.
• Santos-Brasil (leading Latin American container terminal operator and logistics company) and the selling shareholders in the 144A/Reg S US$451 million initial public offering of GDSs and units listed on the Level 2 segment of the BM&FBovespa.
• Sul América in its 144A/Reg S US$421 million initial public offering of units listed on the Level 2 segment of the BM&FBovespa.
• PDG Realty (a leading Brazilian real estate developer) and the selling shareholder in the 144A/Reg S US$340 million initial public offering of common shares of the company listed on the Novo Mercado segment of the BM&FBovespa.
• Merrill Lynch and UBS Pactual as joint global coordinators in the 144A/Reg S US$223 million initial public offering of common shares of Metalfrio (leading Latin American commercial refrigerator manufacturer) listed on the Novo Mercado segment of the BM&FBovespa.
• MAHLE Metal Leve (leading Brazilian manufacturer of engine components and automotive filters) and the selling shareholder in the 144A/Reg S US$196 million follow-on public offering of common shares of the company to allow it to migrate to the Novo Mercado segment of the BM&FBovespa.
• Credit Suisse and Itaú BBA as joint global coordinators in the 144A/Reg S US$185 million initial public offering of common shares of Profarma (a leading Brazilian distributor of pharmaceutical products) listed on the Novo Mercado segment of the BM&FBovespa.
• M. Dias Branco (leading Brazilian manufacturer of cookies, pasta products, wheat flour and margarine) and the selling shareholder in the 144A/Reg S US$195 million initial public offering of common shares of the company listed on the Novo Mercado segment of the BM&FBovespa.

Bank Finance*

• BTG Pactual (a leading Brazilian investment bank) as lender or borrower in a series of bank financings.

Internal Investigations

• Represented Petrobras in connection with DOJ and SEC investigations into alleged criminal and civil violations of the FCPA’s accounting provisions stemming from Operation Car Wash.
• Represented Vale in an internal investigation into the 2019 Brumadinho dam rupture in connection with the company’s securities class action defense in the U.S.
• Represented a Fortune 500 company in an internal investigation into alleged accounting and reserving fraud at the company’s Brazilian subsidiary.
• Represented a Fortune 500 company in an internal investigation into the involvement of its:
  • Brazilian Northeast Region-based plant and the local police force; and
  • Brazilian community and environmental support foundation and local political figures.
• Represented a Fortune 500 company in an internal investigation into its Brazilian subsidiary’s practices and policies to participate in public procurement processes sponsored by various Brazilian government buyers.
• Represented a Fortune 500 company in the following matters:
  • multiple internal investigations into revenue recognition practices and alleged accounting fraud at its Brazilian subsidiaries;
  • internal investigation into the participation by one of its Brazilian subsidiaries in public procurement processes sponsored by Brazilian municipal water utility; and
  • internal investigation into alleged corporate fraud involving outings and training programs for sales agents of one of its Brazilian subsidiaries.

• Represented a U.S. company in an internal investigation into potentially improper payments made by the company’s sales agent in the Brazilian Northeast Region.
• Represented a Fortune 500 company in an internal investigation into the municipal real estate licensing process for its Brazilian subsidiary.
• Represented a NYSE-listed company in an internal investigation into alleged doctoring of its Brazilian subsidiary’s accounting records.
• Representing a Brazilian family-owned company in an investigation implicating U.S. criminal and trade sanctions liability relating to transactions with OFAC-sanctioned jurisdictions.

M&A Compliance and Integrity Due Diligence

• Represented the merchant banking unit of a leading NYSE-listed U.S. investment bank in an anticorruption and integrity review of a Brazilian healthcare investee in anticipation of the bank’s takeover of the company.
• Represented a Fortune 500 company and its São Paulo Stock Exchange-listed Brazilian subsidiary with American Depositary Shares in the U.S. in multiple pre-acquisition compliance and integrity reviews of various potential Brazilian infrastructure assets targeted by the client some of which were involved with Operation Car Wash.

Compliance Program Reviews and Risk Assessments

• Represented a Fortune 500 company in a periodic review of its Brazilian subsidiary’s compliance program.
• Represented one of the world’s largest mining multinationals in periodic reviews of its Brazilian subsidiary’s compliance program.

Compliance Training Programs

• Provided compliance, anticorruption, and HR antitrust training to employees of Brazilian subsidiaries of several Fortune 500 companies.

* Matters handled by Mr. Almeida prior to joining Gibson Dunn.