Fernando Almeida

Counsel
Norton Rose Fulbright US Consultores em Direito Estrangeiro

Fernando Almeida

Fernando Almeida

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Biography

Fernando Almeida has more than 15 years of experience as a New York-qualified attorney advising major international and Brazilian investment banks, corporations and private equity investors in a wide range of cross-border transactions involving Brazil.  His practice is focused on capital markets transactions, and he has represented numerous underwriters and issuers from Brazil and other jurisdictions in various cross-border public and private offerings of equity and debt securities, including high grade and high yield debt, common and preferred shares and units listed on the B3 (the São Paulo Stock, Commodities and Futures Exchange), and American Depositary Shares listed on the NYSE.  His capital markets work also includes initial public and follow-on offerings, tender offers, exchange offers, distressed note exchanges, SPAC IPOs and SEC-registered corporate reorganizations in the form of Brazilian stock swap mergers (incorporação de ações).

Fernando 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 major Brazilian corporations in cross-border business combinations.  He also maintains an active investigations and compliance practice that, among other matters, includes investigations and enforcement actions of the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) under the US Foreign Corrupt Practices Act (FCPA) and the regulations of the Office of Foreign Assets Control (OFAC) that involve Brazilian SEC-reporting companies as well as local subsidiaries of US and European multinationals.

Prior to joining Norton Rose Fulbright, Fernando practiced at other major international law firms, including out of their New York offices for several years and, more recently, as a counsel in São Paulo. Before becoming a US lawyer, Fernando worked as a licensed Brazilian attorney in São Paulo and practiced Brazilian corporate, securities and finance law, including as in-house counsel at a major Brazilian investment bank.


Professional experience

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LLM, Harlan Fiske Stone Scholar, Columbia University School of Law, 2003

Executive MBA, Fundação Getulio Vargas, 2002

LLB, University of São Paulo School of Law, 1998

  • New York State Bar

Debt offerings

  • Advised Yinson Boronia Production B.V., a joint venture owned 75% by Yinson Production and 25% by Sumitomo, in its 144A/Reg S offering of US$1.035b 8.947% non-recourse senior secured project bonds due 2042 to refinance the Anna Nery floating production, storage and offloading (FPSO) vessel chartered under a 25-year contract to Petrobras, the Brazilian government-controlled oil and gas company. The notes were listed on London Stock Exchange’s International Securities Market. The deal was named "Oil & Gas Financing of the Year" by LatinFinance.
  • Advised China Harbour Engineering Company Ltd. and China Communications Construction Company Ltd., as sponsors, in the 144A/Reg S offering of US$1.428b Series 2024-2 Senior Secured Notes due 2032 backed by contractual payment rights (informes de progreso de trabajo - IPTs) payable by the Republic of Panama as part of the financing for the construction of the fourth bridge over the Panama Canal.
  • Advised Banco Nacional de Panamá (Banconal) in a consent solicitation, relating to the US$342m Fixed Rate Amortizing Notes due 2027 issued by Banconal COVID Relief Facility S.à r.l. to on-lend to Banconal under a New York law term facility, in order to implement certain amendments to such facility and its related guarantee from the Multilateral Investment Guarantee Agency (MIGA).
  • Advised the underwriters in multiple SEC-registered offerings of guaranteed notes of a leading Brazilian mining and metals multinational totaling more than US$4bn.
  • Advised a leading Indonesian textile company in its exchange of US$150m newly issued Series A 1.5% Step-up Senior Secured Notes due 2028 and US$150m newly issued Series B Zero Coupon Senior Unsecured Notes due 2032 pursuant to Section 1145 of the US Bankruptcy Code for the company's US$300m Rule 144A/Reg S 8.625% Senior Notes due 2024.
  • Advised the placement agent and the note purchasers in multiple private placements of senior notes issued by The Government of Aruba totaling almost US$200m.
  • Advised the dealer-manager of an SEC-registered cash tender offer for any and all of the issuer's US$300m 9% Guaranteed Notes due 2013, and the same financial institution as underwriter of the concurrent SEC-registered public offering of US$1bn 6.25% Guaranteed Notes due 2016 guaranteed by a leading Brazilian mining and metals multinational.
  • Advised a leading Brazilian steel company in its 144A/Reg S offering of US$200m 10% Guaranteed Notes due 2015 and the later reopening of this deal with an additional offering of US$200m 10% Guaranteed Notes due 2015.
  • Advised the initial purchaser in the 144A/Reg S offerings of US$200m 8.75% Senior Amortizing Notes due 2010 and US$300 million 9.15% Senior Amortizing Notes due 2016 issued by a leading Brazilian bank in the payroll deductible lending segment.
  • Advised a major telecommunications company in its cash tender offer for up to US$150m of its US$300m 8% Political Risk-Insured Notes due 2013.
  • Advised the initial purchasers in the 144A/Reg S offering of US$1bn 6.625% Senior Notes due 2019 guaranteed by the holding company of one of Brazil's largest industrial and commodities conglomerates and its leading Brazilian cement and aluminum producing subsidiaries.
  • Advised Brazil's leading commercial aircraft manufacturer in its NYSE-listed public offering of 6.325% US$500m Guaranteed Notes due 2020.
  • Advised the initial purchaser in the 144A/Reg S offering of US$500m 8.75% Political Risk-Insured Notes due 2013 guaranteed by a leading Latin American beverage multinational.
  • Advised the initial purchaser in the 144A/Reg S offering of US$300m 8% Political Risk-Insured Notes due 2013 issued by a major Brazilian telecommunications company.
  • Advised the initial purchasers in the 144A/Reg S offering of US$162m 7.427% Secured Export Notes due 2012 backed by steel export receivables generated by a leading Brazilian steel company.
  • Advised a leading Brazilian independent insurance company in its 144A/Reg S offering of US$200m 8.625% Senior Notes due 2012.

 

Equity offerings

  • Advised the joint global coordinators in the 144A/Reg S US$3.7bn initial public offering of common shares of a Brazilian stock exchange holding company listed on the Novo Mercado segment of the São Paulo Stock, Commodities and Futures Exchange (B3). The offering was the largest IPO ever in Brazil at the time and the fifth largest IPO worldwide of the year, and was named "Corporate Finance Deal of the Year" by Latin Lawyer and "Best Primary Equity Issue of the Year" by Latin Finance.
  • Advised a 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. The deal was shortlisted as one of the Equity Offerings of the Year by International Financial Law Review.
  • Advised a leading Brazilian container terminal operator and logistics company and the selling shareholders in the 144A/Reg S US$451m initial public offering of units listed on the Level 2 segment of the B3 and OTC-traded Global Depositary Shares.
  • Advised a leading Brazilian insurance company in its 144A/Reg S US$421m initial public offering of units listed on the Level 2 segment of the B3.
  • Advised a leading Brazilian real estate developer and the selling shareholder in the 144A/Reg S US$340m initial public offering of common shares of the company listed on the Novo Mercado segment of the B3.
  • Advised the joint global coordinators in the 144A/Reg S US$223m initial public offering of common shares of a leading Latin American commercial refrigerator manufacturer listed on the Novo Mercado segment of the B3.
  • Advised a leading Brazilian manufacturer of engine components and automotive filters and the selling shareholder in the 144A/Reg S US$196m secondary, follow-on public offering of common shares of the company to allow it to migrate to the Novo Mercado segment of the B3.
  • Advised the joint global coordinators in the 144A/Reg S US$185m initial public offering of common shares of a leading Brazilian distributor of pharmaceutical products listed on the Novo Mercado segment of the B3.
  • Advised a leading Brazilian manufacturer of cookies, pasta products, wheat flour and margarine and the selling shareholder in the 144A/Reg S US$195m initial public offering of common shares of the company listed on the Novo Mercado segment of the B3.


Mergers, acquisitions, corporate restructurings and private equity investments

  • Advised Brazilian manufacturers of pulp and paper in their SEC-registered corporate restructuring as a result of the acquiring company's US$7.5bn acquisition of a controlling stake in the target to form the largest pulp and paper producer in the world. The deal was named M&A Deal of the Year by Latin Lawyer.
  • Advised the financial advisor to the operator of the former São Paulo Stock Exchange in its US$11bn merger of equals with the operator of the former São Paulo Futures and Commodities Exchange to create the largest securities, commodities and futures exchange in Latin America. The deal was named "Best Domestic M&A Transaction of the Year" by Latin Finance.
  • Advised the financial advisor to a leading Brazilian LPG producer (in its capacity as consortium leader) in connection with that company's US$4bn joint acquisition of a leading Brazilian oil and gas conglomerate in which a Brazilian oil and gas multinational and a leading Brazilian petrochemical company were joint purchasers. The deal was named "M&A Deal of the Year" by Latin Lawyer.
  • Advised a Hong Kong–based conglomerate with holdings in jewelry, property development, hotel, department store, transportation, energy, telecommunications, port, casino and other businesses in its R$165m investment for the acquisition of a 35% stake in an integrated, ultra-luxury retail and hotel complex located in São Paulo and developed by a French high-end retail developer, which retained 65% of the project.
  • Advised a French global advertising conglomerate and one of the leading advertising groups in Brazil in multiple acquisitions of Brazilian advertising agencies.
  • Advised 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 a leading Brazilian commercial property investment company listed on the B3 in which the fund maintained an investment.
  • Advised a 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 B3.
  • Advised a leading Brazilian telecommunications company and its call center subsidiary in connection with that company's US$105m (book value) spin-off of said subsidiary under SEC Staff Legal Bulletin No. 4.
  • Advised a leading Fortune 100 insurance company in its US$370m joint venture agreement to acquire a 43% stake in a leading Brazilian surety insurance and reinsurance group.
  • Advised the New York-based real estate arm of an Asian sovereign wealth fund in a US$400m joint venture with a leading Brazilian commercial real estate developer and The Canada Pension Plan Investment Board.

 

Bank finance

  • Advised a leading Brazilian investment bank as lender or borrower in a series of cross-border bank financings governed by New York law.

 

Internal investigations

  • Represented the Brazilian government-controlled oil and gas company in connection with DOJ and SEC multi-year investigations into alleged criminal and civil violations of the FCPA's accounting provisions stemming from Operation Car Wash (Lava Jato) and with the ensuing settlement discussions with those US authorities, as well as with several Brazilian government agencies (Brazilian Federal Prosecution Office (MPF), Brazilian Securities Commission (CVM) and Federal Comptroller General (CGU)) and the company's Board of Directors and Investigation Special Committee.
  • Advised a leading Brazilian mining and metals multinational in an internal investigation into the 2019 Brumadinho dam rupture in connection with the company's securities class action defense in the Eastern District of New York.
  • Represented a Fortune 500 food company in the Brazil-focused aspects of an SEC investigation into the company's accounting practices.
  • Represented a Fortune 500 company in an internal investigation into alleged accounting and reserving fraud at the company's Brazilian subsidiary.
  • Advised a Fortune 500 company in multiple investigation matters that involved its:
    • Brazilian Northeast Region-based plant and the local police force; and
    • Brazilian community and environmental support foundation and local political figures.
  • Advised 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.
  • Advised a Fortune 500 company in multiple investigation matters pertaining to:
    • revenue recognition practices and alleged accounting fraud at its Brazilian subsidiaries;
    • the participation by one of its Brazilian subsidiaries in public procurement processes sponsored by Brazilian municipal water utility;
    • alleged corporate fraud involving outings and training programs for sales agents of one of its Brazilian subsidiaries;
    • alleged harassment in the workplace at one of its Brazilian subsidiaries; and
    • alleged conflicts between regional distributors of one of its Brazilian subsidiaries.
  • Represented a US 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 an NYSE-listed company in an internal investigation into alleged doctoring of its Brazilian subsidiary's accounting records.
  • Represented a Brazilian family-owned company in an investigation implicating US criminal and trade sanctions liability relating to transactions with OFAC-sanctioned jurisdictions.

 

M&A compliance and integrity due diligence

  • Advised the merchant banking unit of a leading NYSE-listed US investment bank in an anticorruption and integrity review of a Brazilian healthcare investee in anticipation of the bank's takeover of the company.
  • Advised a Fortune 500 company and its B3-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, many of which were involved with Operation Car Wash.

 

Compliance program reviews and risk assessments

  • Advised a Fortune 500 company in a periodic review of its Brazilian subsidiary's compliance program.
  • Advised 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 human resources antitrust training to employees of Brazilian subsidiaries of several Fortune 500 companies.
  • The Best Lawyers in Brazil, banking and finance, capital markets and corporate M&A law, 2018-2022 and 2024
  • Portuguese