Representative Matters

Significant recent transactions include:

• Advising the Federative Republic of Brazil in offerings of its debt securities under its US$9,220,065,147 shelf registration statement filed with the SEC.
• Advising RBS Zero Hora Editora Jornalística S.A. in its tender offer and consent solicitation for its 11% Guaranteed Notes due 2010 and concurrent offer and sale under Rule 144A/Regulation S of its real-denominated BRL300 million 11.25% Guaranteed Notes due 2017.
• Advising Banco do Brasil as issuer of US$500 million perpetual non-cumulative junior subordinated securities, the first issue ever by a Brazilian bank of "hybrid" capital securities. The transaction was named "Deal of the Year" by LatinFinance, as Best Financial Institution Bond for 2006.
• Advising CESP - Companhia Energética de São Paulo, as issuer on two concurrent securities transactions totaling approximately US$1.8 billion, including a US$1.58 billion equity offering and a US$220 million bond offering. The equity offering was the largest by a Brazilian company since 2002, and at the time was the largest ever for a Brazilian issuer under Rule 144A/Regulation S. The transaction was named by LatinFinance as "Deal of the Year" for 2006, as Best Follow-on Equity offering.
• Advising either the issuer, selling shareholders or underwriters in connection with the public offerings of shares of the following companies (in each case offered outside Brazil under Rule 144A/Regulation S):
  
  
  • Banco Pine S.A.
  • Positivo Informática S.A.
  • Saraiva S.A. Livreiros Editores
  • Iochpe-Maxion S.A.
  • Grendene S.A.
    
• Advising borrowers and lenders in connection with bilateral and syndicated loans, including the preparation of the standard form New York law loan agreements for a major international bank.
• Advising a Brazilian fund sponsor and investment adviser in connection with the initial public offering of fund shares, offered in the United States under Rule 144A and Section 3(c)(7) under the Investment Company Act of 1940.
• Advising Dresdner Bank as initial purchaser in connection with the offering by Eletrobras of its US$300 million 7.75% Notes due 2015.
• Advising Banco do Estado de São Paulo S.A.-Banespa and Banco Santander Brasil S.A. in the establishment of "dual-bank" US$ and Euro-denominated diversified payment rights securitization program and issue of US$400 million 5.5% Notes due 2011, Series 2004-1 under the program (LatinFinance "Securitization of the Year" for 2004).
• Advising Inter-American Development Bank and Corporación Andina de Fomento, in the US$54 million multijurisdictional secured financing forInterconexión Eléctrica ISA Bolivia S.A. in connection with an electricity transmission project in Bolivia.