Roberta Berliner Cherman is a partner in our São Paulo office and a member of the firm’s Latin America Practice Group. She works on a variety of transactional and advisory matters. She re-joined the firm in 2017 after almost a decade holding senior positions in Europe and Brazil at Itaú Unibanco, the largest private financial institution in Latin America. Roberta began her career as an associate in Shearman & Sterling’s Capital Markets Group in New York.

Capital Markets

• As a member of BNDES’ select panel of international legal advisors, BNDESPar as selling shareholder in the Rule 144A/Reg. S US$6.9 billion equity offering by Eletrobras (“Equity Follow-On of the Year” (2022), LatinFinance)
• Banks on multiple Petrobras debt and equity offerings, as well as liability management transactions (including its tender offer named “Corporate Liability Management of the Year” (2021) by LatinFinance)
• Grupo Globo in connection with $400 million 5.5% sustainability-linked bonds due 2032
• Itaú Unibanco in connection with the preparation of its Form 20-F, updates of its MTN program and debt offerings (including its inaugural ESG bond offering named “Financial Institution Deal of the Year” (2021) by LatinFinance)
• Azul on its SEC-registered secondary follow-on offering, debt offerings (including its convertible debenture offering named "Capital Markets Deal of the Year" (2020), Latin Lawyer), and governance matters, including the preparation of its Form 20-F
• ITB Holding Brasil as selling shareholder on XP’s SEC-registered offering of common shares
• Underwriters and XP Investimentos, as financial advisor, on the initial public offering of XPAC Acquisition Corp. on The Nasdaq Stock Market
• XPAC Acquisition Corp. in connection with the negotiation and execution of the business combination agreement and related agreements with SuperBac Biotechnology Solutions S.A., and the ongoing execution of the proxy statement/prospectus process
• Itaú Unibanco and Itaúsa in connection with the restructuring of its share ownership in XP Inc., including the spin-off of Itaú Unibanco’s equity ownership in XP Inc. and subsequent merger of the spun-off entity into XP Inc.
• Banco do Brasil in connection with its offering of US$500 million 4.875% notes due 2029
• Initial Purchasers and Dealer Managers in connection with Banco do Brasil’s offering of US$750 million 3.250% senior notes due 2026 and a concurrent intermediated tender offer for up to US$750 million of three series of existing debt securities
• Banks on Rede D’Or’s Rule 144A/Reg. S IPO (“IPO of the Year” (2021), LatinFinance), follow-on and debt offerings and tender offer
• Placement agents in connection with Livetech Bahia’s Rule 144A/Regulation S and Brazilian ICVM 476 initial public offering of common shares
• Placement agents in Boa Safra’s Rule 144A/Regulation S and Brazilian ICVM 400 initial public offering of common shares
• Issuer and Selling Shareholder in connection with Banco do Brasil’s Rule 144A/Regulation S and Brazilian follow-on equity offering, the annual update of its MTN Programme and issuance of senior notes thereunder
• Positivo Tecnologia in its Rule 144A/Regulation S and Brazilian follow-on equity offering
• International placement agents in Estapar’s Rule 144A/Regulation S and Brazilian ICVM 400 initial public offering of common shares
• International placement agents in Anima Educação’s Rule 144A/Regulation S and Brazilian follow-on equity offering
• Dealer managers and initial purchasers in connection with a debt offering by Cosan Limited and tender offer
• International placement agents in connection with Helbor’s Rule 144A/Regulation S and Brazilian ICVM 476 follow-on equity offering
• International placement agents in HBR Realty’s Rule 144A/Regulation S and Brazilian ICVM 400 initial public offering of common shares and initial purchasers in its Rule 144A/ Regulation S debt offering
• International placement agents in Melnick Even’s Rule 144A/Regulation S and Brazilian ICVM 400 initial public offering of common shares
• Dimed S.A. Distribuidora de Medicamentos in its Rule 144A/Regulation S and Brazilian follow-on equity offering
• International placement agents in connection with Trisul’s Rule 144A/Regulation S and Brazilian ICVM 476 follow-on equity offering
• Dealers in connection with the annual update of banco BV’s MTN Programme and issuance of senior notes thereunder
• Underwriters in connection with Banco BTG Pactual’s issuance of senior and subordinated notes under its Global MTN Programme and follow-on offering of its Units
• Cielo in connection with the tender offer for its Units
• Eletropaulo in its attempted follow-on offering of shares
• Bunge in its attempted IPO of its Brazilian sugar milling business in Brazil

Others

• Advised U.S. and Latin American companies and investment banks as issuer's and underwriter's counsel in registered offerings and private placements of debt and equity securities (including structured and asset-backed offerings in both capital and bank markets, initial public offerings and secondary offerings of American depositary shares, exchangeable securities and perpetual notes, medium-term note programs, commercial paper programs, credit-linked notes and notes supported by political risk insurance, repackaging of corporate securities, and asset securitizations); elaborated consent solicitations and exchange offers; advised U.S. insurance company in drafting and negotiating political risk insurance policies.
• Advised lenders, borrowers and guarantors in connection with credit agreements, syndicated loans and export finance transactions involving upstream and downstream guarantees; drafted and negotiated loan documentation, including credit agreements, security agreements, guarantees, subordination agreements, account control agreements and intercreditor agreements.
• Assisted domestic and foreign private issuers with general corporate matters including the preparation of annual and periodical reports required to be filed with the Securities and Exchange Commission; drafted various memoranda regarding compliance by foreign private issuers with U.S. securities regulation, publicity during public offerings and compliance with securities rules and regulations.