Jonathan Lewis is a counsel in the Capital Markets practice and a member of our Latin America Practice Group. Jonathan provides New York law and English law advice to clients in a wide range of corporate and financial transactions, including public and private offerings of equity and debt securities (with a particular focus on high-yield debt and SEC-registered transactions), liability management transactions, restructurings, financings, mergers and acquisitions, and governance/compliance.

He has extensive experience in Brazil and regularly represents issuers, underwriters, selling shareholders and sponsors across a range of industries, including banking and financial services, transportation, retail, energy, natural resources and industrials. Jonathan has extensive experience with complex capital structures and debt restructurings, as well as advising clients on corporate structural matters and preparing clients to become debut issuers in the capital markets.

Jonathan has been permanently based in Brazil since 2016 and during his career he has also practiced in New York, London, Dubai, Moscow, Hong Kong and Singapore.

Jonathan is ranked as “Up and Coming” in Chambers & Partners Brazil 2023, with clients noting “Jonathan Lewis is one of the best American lawyers here in Brazil, with a strong knowledge of US regulations. He knows how to deal with Brazilian players and also has strong commercial skills, which makes the negotiations smoother.” Clients also noted that Jonathan “is very responsive and is super available. He is a creative lawyer, always suggesting alternatives while having the client’s best interest in mind.”

In addition, Jonathan was recognized by Latinvex as one of “25 Rising Legal Stars in Latin America”. In October 2022, Jonathan was also recognized by Legal 500 client testimonials as being “One of the best—extremely knowledgeable, responsive and pays attention to details. Superb for high-yield covenants.”

Debt Offerings

• Azul Airlines in connection with its US$370 million 7.500% senior unsecured notes due 2030 issued to certain aircraft lessors and original equipment manufacturers, as part of its restructuring described below
• Azul in connection with its US$800 million 11.930% senior secured first out notes due 2028, as part of its restructuring described below
• Banco do Brasil in connection with updates of its EMTN programme and offerings thereunder, including its US$500 million 4.875% social bonds due 2029 and its US$750 million 6.250% sustainability bonds due 2030
• Globo Comunicação e Participações in connection with its US$400 million 5.500% sustainability-linked bonds due 2032
• Hidrovias do Brasil in connection with its debut US$500 million offering of 4.950% senior notes due 2031 and its US$600 million offering of 5.950% senior notes due 2025^*
• Initial purchasers in connection with debut bond offerings by Lojas Americanas of US$500 million 4.750% senior notes due 2030, and US$500 million 4.375% senior notes due 2030 offered by its subsidiary, B2W - Companhia Digital^*
• Initial purchasers in connection with Nexa Resources’ debut US$700 million offering of 5.375% notes due 2027 and its US$500 million offering of 6.500% notes due 2028^*
• Ultrapar Participações in connection with its US$500 million offering of 5.250% senior notes due 2029 and a concurrent US$200 million cash tender offer, together with the subsequent reopening of US$350 million of 2029 notes, as well as related SEC securities advice and 20-F annual reporting^*
• Banco BTG Pactual in connection with transactions including its 4.500% senior notes due 2025 and the update of its EMTN programme, and its 7.750% US$600 million of Basel II-compliant Tier 2 subordinated notes due 2029^*
• Usiminas Siderúrgicas de Minas Gerais — USIMINAS in connection with its US$ 750 million issuance of 5.875% senior unsecured notes due 2026^*
• Initial Purchasers of Rumo’s US$500 million 5.875% senior notes due 2025^*

Equity Offerings

• Azul Airlines in connection with agreements with certain aircraft lessors and original equipment manufacturers to issue up to US$570 million in preferred shares (based on a notional subscription price of R$36 per preferred share), as part of its restructuring described below
• XPAC Acquisition Corp. in connection with its initial public offering and proposed business combination proxy statement/prospectus process
• Underwriters in connection with the US$2.25 billion XP Inc.’s SEC-registered initial public offering of common shares and listing on Nasdaq, the largest-ever U.S. IPO of a Brazilian company, and underwriters in connection with two SEC-registered secondary follow-on equity offerings^*
• Underwriters in connection with the SEC-registered initial public offering of common shares by Vinci Partners Investments and listing on Nasdaq^*
• Hidrovias do Brasil in a US$552 million, including the sale of shares by funds managed by Patria Investments^*
• G2D Investments in connection with its R$260 million initial public offering of Class A shares, including in the form of Brazilian depositary receipts, including public offers and dual listings on the Bermuda Stock Exchange and the B3^*
• Placement agents in connection with a US$1.5 billion follow-on equity offering by Lojas Americanas^*
• Underwriters in connection with the US$500 million initial public offering of Nexa Resources (part of the Votorantim Group industrial conglomerate), including a registered public offering in the U.S. and Canada, with listings on the New York Stock Exchange and the Toronto Stock Exchange^*

Mergers and Acquisitions and Other Corporate Transactions

• Jefferies LLC in connection with the agreement between Vinci Partners Investments Ltd. and Ares Management Corporation to form a strategic partnership to accelerate the growth of Vinci's platform in Latin America and to collaborate on distribution, product development and other business opportunities, including a US$100 million investment by Ares in convertible preferred shares issued by Vinci
• XPAC Sponsor LLC in connection with the sponsor handover transaction entered into in connection with XPAC Acquisition Corp. and related extension proxy statement
• XPAC Acquisition Corp. in connection with its proposed but terminated business combination with SuperBac Biotechnology, and subsequent R$300 million investment by XP Private Equity into SuperBac Biotechnology
• GP Investments, Ltd. in connection with various corporate and selling shareholder-related matters, including advising in connection with disposals of interests in various investments, including the disposal of its interest in Rimini Street, Inc.
• GP Investments, Ltd. in connection with its public tender offer and going private transaction to acquire all publicly held shares of Spice Private Equity Ltd.
• Banco C6 in certain transactions, including transactions connected with the acquisition by JP Morgan Chase & Co. of a 40% stake in C6 Bank^*
• Estre Ambiental in connection with its business combination with Boulevard Acquisition Corp. II, including advising in connection with the registration statement of Estre Ambiental, Inc., the business combination transaction, the Nasdaq listing and subsequent U.S. securities-related matters^*
• GP Investments Acquisition Corp. in connection with transactions including its business combination with Rimini Street, Inc., its attempted acquisition of WKI Holding Company, Inc., the parent company of World Kitchen, LLC, and its going-private tender offer for all the shares of BHG — Brazil Hospitality Group^*
• BTG Pactual Group in connection with the US$1.6 billion spin-off of a portion of its commodity trading unit^*

Liability Management and Restructuring

• Azul Airlines in connection with its innovative and highly complex comprehensive restructuring plan, including a US$1 billion par-for-par exchange offer to exchange into 11.500% senior secured second out notes due 2029 and 10.875% senior secured second out notes due 2030, a US$800 million new money issuance of 11.930% senior secured first out notes due 2028, the restructuring of US$350 million of convertible debentures, as well as the long-term reprofiling of Azul’s aircraft lease and original equipment manufacturer liabilities and related issuance of debt securities and agreements to issue preferred shares
• Ad hoc group of noteholders in connection with the restructuring of Grupo Kaltex (Mexico) following its default on its 8.875% senior notes due 2022
• Ad hoc group of noteholders in connection with the pre-packaged Chapter 11 restructuring of Grupo Posadas (Mexico), including the issuance of US$400 million of senior secured notes due 2027
• Initial purchasers and dealer managers in connection with Banco do Brasil’s offering of US$ 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
• Globo Comunicação e Participações in connection with its debt tender offer
• Dealer managers in connection with Rede D’Or São Luiz's tender offer for its existing 4.500% notes due 2030
• Hidrovias do Brasil in connection with its tender offer for its existing 5.950% senior notes due 2025^*
• Embraer in connection with four consent solicitations with respect to US$2.8 billion of four series of existing senior notes in connection with the subsequently terminated US$4.2 billion sale of an 80% stake in Embraer’s commercial aircraft and services business to The Boeing Company^*
• Dealer managers in connection with a consent solicitation with respect to US$875 million of note units issued by Cielo S.A. and Cielo USA Inc. and a concurrent tender offer with respect to US$470 million of Cielo S.A. notes underlying such note units^*
• General Shopping Brasil in connection with the private exchange of subordinated unsecured notes for new senior secured notes and global depositary shares representing common shares. This was the first exchange offer in Brazil involving global depositary shares^*

* Denotes prior firm experience