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First Annual Institute on Current Developments in Latin American Cross-Border Securities Transactions 2013

 
Author(s): Paul T. Schnell, Richard S. Aldrich, Jonathan David Bisgaier
Practice Area: Corporate & Securities
Published: Sep 2013
PLI Item #: 48125
CHB Spine #: B2048

Mr. Schnell focuses on U.S. and international mergers and acquisitions. He also advises on private equity, financings, anti-takeover preparedness and shareholder activism, and corporate governance.

Mr. Schnell has been named as one of the leading lawyers practicing in the U.S. and has been recognized globally and in the U.S. as a leading lawyer in areas such as M&A, private equity, finance, corporate, corporate governance, health care and Latin America. Surveys that recognize Mr. Schnell include Chambers Global, Chambers USA, Chambers Latin America, U.S. News and World Report, The Best Lawyers in America, Who's Who Legal, Lawdragon 500 Leading Lawyers in America and IFLR1000.

Transactions

Over the past few years, Mr. Schnell has been involved in more than 90 major publicly disclosed M&A and financing transactions, including 25 deals valued at more than $1 billion each. He has been active in the United States, Latin America, Europe and Asia, and in all of the BRIC countries.

In the first nine months of 2012, Mr. Schnell was involved in:

  • The largest U.S. M&A transaction, representing Pfizer in its sale of its nutritional business to Nestle for $11.9 billion (The Deal).
  • Two of the top three, three of the top five, four of the top 10 and five of the top 15 deals in the U.S. (The Deal).
  • The largest U.S. hostile proposed transaction, representing Coty in its $11 billion bid for Avon Products (The Deal).
  • The second-largest cross-border deal in the world, representing Anheuser-Busch in its $20.1 billion acquisition of control of Grupo Modelo (mergermarket). Mr. Schnell also was the lead lawyer for Anheuser-Busch Companies in 2008 in its defense against the $46.4 billion hostile cash bid by InBev N.V., the largest hostile bid in U.S. history, and its $52 billion acquisition by InBev.
  • Pfizer in the divestiture of its animal health business, Zoetis, one of the largest such transactions in 2012 (The Wall Street Journal).
  • The three largest managed care transactions in 2012: Amerigroup in its $4.9 billion sale to WellPoint; HealthSpring in its $3.8 billion sale to CIGNA Corporation; and the financial advisor to Aetna in its $7.3 billion acquisition of Coventry Health.

Mr. Schnell has worked with a large number of the most prestigious companies in the world, advising on major corporate transactions, corporate governance and other mat- ters. He has advised many of the world’s leading financial firms, including Banc of America, Barclays, BTG Pactual, Credit Suisse, Deutsche Bank, Goldman Sachs, J.P. Morgan, Morgan Stanley and UBS Investment Bank. He also has represented U.S. and international private equity firms on transactions around the world.

Mr. Schnell coordinates the firm’s worldwide health care practice and has an active practice in all sectors of the industry, including pharmaceuticals, services, medical devices and life sciences. Mr. Schnell also chairs the firm’s Latin America practice.

Editorial/Lectures/Other

Mr. Schnell has chaired the editorial board of The M&A Lawyer, a leading M&A publication, since its founding 12 years ago. The editorial board is made up of leading M&A lawyers from around the world. Mr. Schnell also writes and lectures frequently on M&A, corporate governance, private equity and international finance. He chairs the annual Latin Lawyer Conference on M&A in Latin America.

Mr. Schnell has been a guest teacher for classes or courses at a number of law schools, including Columbia Law School, Harvard Law School, University of Pennsylvania Law School and Vanderbilt University Law School.

Mr. Schnell serves in leadership positions at numerous educational, arts, social justice and other not-for-profit organizations.

Firm Management

Mr. Schnell has been active in firm management, including serving on Skadden's governing body, the Policy Committee, and co-chairing the Client Engagement Committee.

Education

J.D., New York University School of Law B.A., Amherst College

Bar Admissions

New York

Authorships

"Doing Stock Deals in a Volatile Environment," The M&A Lawyer, January 2009
"Fending Off Hostile Activity Now," The National Law Journal, June 25, 2007

 


Richard Aldrich’s practice focuses on securities offerings, mergers and acquisitions and public and private financings in Brazil and the United States for both companies and financial advisors. From 1987 to 1994, he represented the Bank Advisory Committee of Brazil in Brazil’s US$120 billion foreign debt restructuring, and in 1992, he represented Aracruz Celulose S.A. in the first SEC-registered, NYSE-listed IPO of a Brazilian company.

Since 2005, Richard Aldrich has been ranked by Chambers Global in the areas of Latin America Capital Markets: Locally based International Counsel (Brazil), Banking and Finance (Latin America-wide), Corporate/M&A (Latin America-wide) and Capital Markets (Latin America-wide). He also was selected for inclusion in Who’s Who Legal - Capital Markets 2013, The Best Lawyers in America 2010 and in Latin America’s Legal Stars 2010. In 2013, Mr. Aldrich received the International Lawyer of the Year Award presented by Latin Lawyer magazine.

From 2004 to 2009, Mr. Aldrich served as co-head of Shearman & Sterling’s São Paulo office. From 1984 to 1987, he was in charge of Shearman’s Hong Kong office, and he served as general counsel for the Middle East/Africa Division of Citibank from 1978 to 1982.

Mr. Aldrich is a member of the advisory board of the Brazilian-American Chamber of Commerce and served as president from 2005 through 2008.

Since joining Skadden, his experience includes representing:

  • Banco BTG Pactual S.A. and BTG Pactual Participations as U.S. legal adviser in their approximately US$2 billion initial public offering. This was the first IPO by an investment bank based in Brazil;
  • Temasek Holdings (Private) Limited in its equity investment in Netshoes.com, in its equity investment in Amyris, Inc. through a PIPE, and in its US$400 million investment in Odebrecht Oil and Gas S.A. and subsequent syndications;
  • General Shopping Brasil S.A. in its US$150 million issuance of subordinated perpetual bonds and in its US$200 million issuance and US$50 million subsequent issuance of perpetual bonds;
  • Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as joint bookrunners in a US$500 million Rule 144A/Regulation S reopening of the offering of 7.25% senior notes due 2041 issued by Votorantim Cimentos S.A. (Brazil);
  • MAHLE Metal Leve S.A. (Brazil) and its parent company, MAHLE GmbH (Germany), in a US$198 million Rule 144A/Regulation S secondary follow-on offering of common shares of MAHLE Metal Leve on the São Paulo Stock Exchange;
  • BTG Pactual US Capital Corporation and Deutsche Bank Securities Inc., as joint bookrunners, in a US$230 million Rule 144A/Regulation S high-yield offering of 8.5% guaranteed perpetual notes by BR MALLS Participações S.A. (Brazil). The perpetual notes were listed on the Luxembourg Stock Exchange;
  • Banc of America Securities LLC, Citigroup Global Markets Inc. and HSBC Securities (USA) Inc., as joint bookrunning managers, in a US$750 million Rule 144A/Regulation S offering of 6.75% guaranteed senior notes due 2021 by Voto-Votorantim Limited, a subsidiary of Votorantim Participações S.A.;
  • Brazil Pharma S.A. in its US$260 million IPO;
  • ITAU BBA, Bank of America Merrill Lynch and Credit Suisse in the US$340 million IPO of Arezzo;
  • Votorantim Celulose e Papel S.A. in the SEC-registered stock swap merger with Aracruz Celulose S.A.;
  • Natura Cosméticos S.A. and the selling shareholders in the US$817 million Rule 144A/Regulation S secondary offering of common shares of Natura Cosméticos;
  • Embraer – Empresa Brasileira de Aeronáutica S.A. in the US$500 million, SEC-registered offering of notes, listed on the New York Stock Exchange by Embraer Overseas Limited;
  • Credit Suisse, Bradesco BBI and Santander Investment in the US$422 million Rule 144A/Regulation S follow-on primary offering of common shares of Rossi Residencial S.A.;
  • Banco Itaú BBA, BofA Merrill Lynch, Santander and Citi in the follow-on, US$228 million primary offering of common shares of Iguatemi Empresa de Shopping Centers S.A.;
  • Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Banco Itaú Europa, S.A. – London Branch and Santander Investment Securities Inc., as joint bookrunning managers, in a US$1 billion Rule 144A/Regulation S offering of notes by Voto-Votorantim Overseas Trading Operations V Limited, a subsidiary of Votorantim Participacoes S.A., the parent company of Brazil’s largest conglomerate;
  • Banco Itaú BBA, Banco UBS Pactual S.A., Banco Santander (Brasil) S.A., Citigroup Global Markets Brasil Corretora de Câmbio and other underwriters in a US$430 million Rule 144A/Regulation S combined primary/secondary offering of shares by BR MALLS Participações S.A.;
  • Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint bookrunners in a US$417 million Rule 144A/Regulation S combined primary/secondary public offering of common shares by Hypermarcas S.A.; and
  • Iochpe-Maxion S.A. in its US$180 million acquisition of the wheel-manufacturing units from ArvinMeritor, Inc.
Education

J.D., Vanderbilt University School of Law, 1975

A.B. (Latin), Brown University, 1970

Bar Admissions

New York

Foreign Consultant admitted by the Ordem dos Advogados do Brasil - Secção de São Paulo (São Paulo Bar)

Languages

English, Portuguese

Professional Affiliations and Business Activities

Member, Advisory Board, Brazilian-American Chamber of Commerce

Member, Board of Directors, Private Export Funding Corporation