Corporate and Securities

Stephen Double is counsel in the firm's corporate and securities practice group. Mr. Double has extensive transactional and advisory experience on corporate matters and  major international financial transactions, particularly in Brazil, Latin America, and other emerging markets. He regularly advises on cross-border corporate issues and on a variety of debt (senior, subordinated, and high yield), equity, and equity-linked securities offerings, as well as securitization transactions, by issuers in the financial services, oil and gas, software, energy, media, transportation, agribusiness, and other sectors, as well as sovereign and quasi-sovereign issuers. He also regularly advises investment banks, as underwriters, in connection with a wide range of securities offerings sold pursuant to US Securities and Exchange Commission (SEC) registration, Rule 144A, and/or Regulation S; and listed on major global stock exchanges, including the BM&F Bovespa, London, Luxembourg, Irish, and SWX Swiss Stock Exchanges. Mr. Double also advises banks on cross-border trade finance transactions (including export prepayment), particularly for borrowers in the agribusiness sector.

In addition to his transactional work, Mr. Double also advises generally on Securities Act, Securities Exchange Act, and Investment Company Act compliance.

Prior to joining Arnold & Porter, Mr. Double was counsel at another international law firm and based in New York and São Paulo, having also previously practiced in London.

Mr. Double is fluent in English, Portuguese and Spanish.

Corporate and Securities Representative Matters

Mr. Double's significant transactions include:

Equity Offerings

• Represented Banco do Brasil S.A., as issuer, and BNDES Participações S.A. and Previdência dos Funcionários do Banco do Brasil (PREVI), as selling shareholders, in connection with the approximately US$900 million primary and secondary Rule 144A equity offering of Banco do Brasil, listed on the BM&F Bovespa.
• Represented Credit Suisse and the underwriters in connection with the approximately US$255 million Rule 144A IPO of Banco Pine S.A., a leading Brazilian middle market bank, listed on the BM&F Bovespa.
• Represented Merrill Lynch, Morgan Stanley, Caixa - Banco de Investimento and Banco Espírito Santo Investment in connection with the privatization and €1.1 billion Rule 144A IPO of Galp Energia, the Portuguese national oil, gas and energy conglomerate, listed on the Euronext Lisbon.

Debt Offerings

• Represented Camposol S.A. (Peru) in connection with its US$125 million 9.875% Senior Notes due 2017 offered and sold under Rule 144A/Regulation S.
• Represented Merrill Lynch and a 10-bank dealer syndicate in connection with the establishment of a US$2 billion Rule 144A medium-term note program by Banco Itaú Holding Financeira S.A.
• Represented Goldman Sachs, as underwriter, on the issuance of US$110 million Tier II subordinated bonds by Banco Fibra S.A., a leading Brazilian middle market bank.
• Represented Corporación GEO S.A.B. de C.V., a leading Mexican housing developer, on its Rule 144A high yield bond offering, with Morgan Stanley and Banco Santander acting as joint lead managers.
• Represented Standard Bank plc, as dealer manager and lead manager, in connection with a cash tender offer and consent solicitation by the Rede Brasil Sul Group, a leading Brazilian news and media conglomerate, for its existing bonds due 2010, and a new Rule 144A issue of bonds denominated in Brazilian Reais.
• Establishment, updates and numerous Rule 144A/Regulation S drawdowns under note programs for several Brazilian financial institutions (representing either the issuer or the underwriters), including: Banco do Brasil, Banco Itaú, Banco Itaú BBA, Banco Santander Brasil/Banespa, Banco Votorantim, Banco Fibra S.A, Banco Pine S.A. and Banco Industrial e Comercial S.A. (Bicbanco).

Securitizations

• Represented Scotiabank Perú S.A.A., a leading Peruvian bank, on the establishment of a Rule 144A Diversified Payment Rights securitization program, and the issuance of Series 2010-A and 2010-B bonds thereunder, underwritten by Credit Suisse.
• Represented Banco do Estado de São Paulo S.A. - Banespa and Banco Santander Brasil S.A. in connection with the establishment of, and drawdowns under, their joint Diversified Payment Rights program, which is secured by future US dollar and Euro payment flows of both banks. This program was named "International Securitization Deal of the Year" by Latin Finance magazine, due to its incorporation of dual currency payment flows.