Rodolfo Constantino de Tella

He provides ongoing advice to public companies and their management on corporate, regulatory, and governance matters, including shareholders’ meetings, shareholder relations, and administrative proceedings before the CVM, B3, and ANBIMA. He also advises on complex corporate transactions involving reorganizations and M&A of publicly held companies.

Rodolfo has extensive experience representing Brazilian issuers before the U.S. Securities and Exchange Commission (SEC), the New York Stock Exchange (NYSE), and NASDAQ, advising on matters such as the preparation and review of Forms 20-F and 6-K, sustainability reports, disclosure policies, and regulatory compliance of foreign issuers in the United States

• Companhia Paranaense de Energia (Copel), the state-owned company responsible for power generation, transmission, and distribution in the State of Paraná, in its privatization process and transformation into a company without a defined controlling shareholder, through the dilution of the State of Paraná’s stake in the company via a follow-on public offering on B3, totaling BRL 5.2 billion.
• BTG Pactual and Santander banks and XP Investimentos, as coordinators, in the public follow-on offering of primary and secondary shares of Orizon Valorização de Resíduos, in the amount of R$369 million. The shares were publicly distributed in Brazil, under CVM Resolution 160, and with placement efforts abroad to institutional investors in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States and Brazil pursuant to Regulation S under the Securities Act. Counsel to BTG Pactual in the context of the tender offer to purchase preferred shares issued by Companhia de Gás de São Paulo — Comgás launched by its controlling shareholder, Cosan S.A. Deal value: BRL222 million.
• Nuvini, a software holding company, in a business combination agreement between Grupo Nuvini and SPAC Mercato, valued at US$312 million. The combined company operates under the name Nuvini and its shares were listed on Nasdaq under the symbol NVNI.
• Três Tentos Agroindustrial S.A., as issuer, and its selling shareholders, in the public offering of primary and secondary shares (initial public offering) of Três Tentos Agroindustrial S.A., with restricted efforts under CVM Instruction 476 and with placement efforts abroad (Rule 144A/Reg S), totaling R$1.3 billion.
• Eletrobras in the merger of Eletropar, approved at the shareholders’ meetings of Eletrobras and Eletropar. As a direct consequence of the merger, there was an increase in Eletrobras’s capital stock in the amount of R$35.3 million and the delivery of new Eletrobras shares to former minority shareholders of Eletropar who did not exercise their withdrawal rights.
• Banco Nacional de Desenvolvimento Econômico e Social (BNDES), in the privatization of Eletrobras, the country’s largest power generation and transmission company. The privatization was carried out through a public offering of common shares (follow-on) and represented the second-largest privatization in the country’s history, totaling R$33.7 billion. Awarded “Deal of the Year: 2022” by LatinFinance (Equity Follow-On of the Year), by Latin Lawyer 2023 (Capital Markets), and “Deal of the Year: 2024” by The Legal 500 Awards Brazil.
• Locaweb Serviços de Internet S.A., in the public offering of shares issued by the company in Brazil and with placement efforts abroad (Rule 144A/Reg S), totaling R$1.3 billion.
• Aliansce Sonae Shopping Centers S.A., in the public offering of shares issued by the company in Brazil and with placement efforts abroad (Rule 144A/Reg S), totaling R$1.2 billion.
• Banco BTG Pactual S.A., in the public offering of Units issued by the bank in Brazil and with placement efforts abroad (Rule 144A/Reg S), totaling R$2.2 billion.
• BTG Pactual, Bradesco BBI, Itaú BBA, Santander, and UBS BB, as coordinators, in the restricted efforts public offering of primary distribution of Units of Banco BTG Pactual S.A. and with placement efforts abroad (Rule 144A/Reg S), totaling R$2.98 billion.
• Itaú BBA, Bradesco BBI, BTG Pactual, and Morgan Stanley in the global public offering (Re-IPO) of shares and ADRs of CPFL Energia S.A., totaling R$3.7 billion.
• TOTVS S.A., in the public offering of shares issued by the company in Brazil and with placement efforts abroad (Rule 144A/Reg S), totaling R$1 billion.
• Santander, Bradesco BBI, Itaú BBA, and BTG Pactual in the public offering of shares issued by Restoque Comércio e Confecções de Roupas S.A. in Brazil, totaling R$259 million.
• Lojas Americanas S.A., in the public offering of shares issued by the company in Brazil and with placement efforts abroad (Rule 144A/Reg S), totaling R$2.4 billion.
• Metalúrgica Gerdau S.A., in the public offering of shares issued by the company in Brazil and with placement efforts abroad (Rule 144A/Reg S), totaling R$900 million.
• CVC Brasil Operadora e Agência de Viagens S.A., in Brazil and the U.S., in the public follow-on offering of primary distribution of shares and warrants issued by CVC Brasil Operadora e Agência de Viagens S.A., under CVM Resolution 160, and with placement efforts abroad (Rule 144A/Reg S), totaling R$550 million.
• Valid Soluções e Serviços de Segurança em Meios de Pagamento e de Identificação S.A., in the public offering of shares issued by the company in Brazil, totaling R$373 million.
• BTG Pactual, Bank of America, Bradesco BBI, and Santander, in the public offering (Re-IPO) of shares issued by Restoque Comércio e Confecções de Roupas S.A. in Brazil and with placement efforts abroad (Rule 144A/Reg S), totaling R$259 million.
• Oi S.A., in its merger with Portugal Telecom and in the global public offering of shares and ADRs, totaling R$14 billion.

Public Tender Offers (OPAs) for Shares

Advised:

• Banco BTG Pactual, as intermediary institution, in the voluntary public tender offer (OPA) for preferred shares issued by Companhia de Gás de São Paulo – COMGÁS, launched by its controlling shareholder, Cosan S.A., totaling R$1.9 billion.
• Banco BTG Pactual, as intermediary institution, in the voluntary public tender offer (OPA) for common shares issued by Companhia de Gás de São Paulo – COMGÁS, launched by its controlling shareholder, Cosan S.A., totaling R$222 million.
• Mangue Participações Ltda., as controlling shareholder and offeror, in the public tender offer (OPA) for shares issued by Tarpon Investimentos, for purposes of deregistration as a publicly held company and consequent delisting from B3’s Novo Mercado segment.
• State Grid, in the public tender offer (OPA) for shares issued by CPFL Renováveis S.A., due to the transfer of control, totaling US$1 billion.
• Multiplus, in the public tender offer (OPA) for its shares, for purposes of deregistration as a publicly held company and consequent delisting from B3’s Novo Mercado segment, launched by its controlling shareholder, totaling R$1.2 billion.
• Brasiliana Participações S.A., as controlling shareholder and offeror, in the public tender offer (OPA) for shares issued by AES Elpa S.A., for purposes of deregistration as a publicly held company.
• Vila Velha S.A. Administração e Participações, as controlling shareholder and offeror, in the public tender offer (OPA) for shares issued by Unipar Carbocloro S.A., for purposes of deregistration as a publicly held company.
• Itaú BBA, as intermediary institution, in the public tender offer (OPA) for shares issued by Autometal S.A., for purposes of deregistration as a publicly held company and consequent delisting from B3’s Novo Mercado segment, launched by the controlling shareholder, CIE Autometal S.A., totaling R$607 million.

Public Offerings of Debt Securities – Domestic

Advised:

• Gerdau, in its 19th debenture issuance, totaling R$1.4 billion. The debentures were placed through a public offering, under CVM Resolution 160, coordinated by Santander (lead coordinator), Itaú BBA, and XP Investimentos.
• BTG Pactual, Bradesco BBI, Santander, Citi, and Safra, as coordinators, in the public offering of debentures of V.tal – Rede Neutra de Telecomunicações S.A., totaling R$2.4 billion.
• Itaú BBA, Safra, Santander, BTG Pactual, and XP Investimentos, in the public offering of incentivized debentures (Law No. 12,431) of PetroReconcavo’s first issuance, totaling R$1.1 billion.
• Itaú BBA and XP Investimentos, in the public offering of PetroReconcavo’s third issuance of debentures, totaling R$500 million.
• CVC Brasil Operadora e Agência de Viagem S.A., in the restructuring of the fourth and fifth issuance debentures, totaling R$713 million, which included a Mandatory Extraordinary Amortization of R$160 million.
• Itaú BBA and BB-BI, as coordinators, in the public offering of PetroReconcavo’s second issuance of simple, non-convertible debentures, totaling R$650 million.
• Barueri Energia Renovável, controlled by Orizon Valorização de Resíduos, in the public offering of infrastructure debentures issued under CVM Resolution 160 and Law No. 12,431, totaling R$395 million.
• BTG Pactual, BB-BI, and Bradesco BBI, as coordinators, in the first issuance of book-entry commercial notes of Centrais Elétricas Brasileiras S.A. – Eletrobras, which were distributed through a public offering with restricted efforts under CVM Instruction 476, totaling R$6 billion.
• Gerdau, in its 17th debenture issuance, totaling R$1.5 billion. The debentures were placed through a public offering, under CVM Resolution 160, coordinated by Itaú BBA and Santander.
• Três Tentos Agroindustrial, an agribusiness company active in grain and biodiesel production and inputs distribution, in its first debenture issuance, totaling R$625 million.
• Gerdau, in financing totaling R$300 million for the project of its subsidiaries UFV Barro Alto V, VI and VII, with Banco do Brasil. The transaction was enabled by funds from the Midwest Development Fund (FDCO) and approved by the Midwest Development Superintendency (SUDECO). The proceeds will be applied to the implementation of the Barro Alto Photovoltaic Complex in Vila Propício, Goiás, reinforcing Gerdau’s commitment to the energy transition and the region’s sustainable development.
• Lavvi, a Cyrela Group company focused on high-end real estate developments, in the public distribution, under automatic registration with the Brazilian Securities and Exchange Commission, of CRIs – Real Estate Receivables Certificates issued by Opea Securitizadora, totaling R$220 million.
• Companhia Siderúrgica Nacional – CSN, in its 11th issuance of simple, non-convertible, unsecured debentures, which was distributed through a public offering with restricted efforts under CVM Instruction 476, totaling R$1.5 billion.
• Companhia Siderúrgica Nacional – CSN, in its tenth debenture issuance through a public offering with restricted placement efforts under CVM Instruction 476, totaling R$2 billion.
• BTG Pactual, as intermediary institution, in Cosan S.A.’s second issuance of debentures through a public offering with restricted placement efforts under CVM Instruction 476, totaling R$2 billion.
• Eneva S.A., in its second issuance of debentures through a public offering with restricted placement efforts under CVM Instruction 476, totaling R$2 billion. The third series of the issuance benefited from the tax incentives provided for in Law 12,431 (infrastructure debentures).
• Gerdau S.A., in its 15th and 16th issuances of debentures through a public offering with restricted placement efforts under CVM Instruction 476, totaling R$2.9 billion.
• Sul América, in its ninth issuance of simple, non-convertible, unsecured debentures, which was distributed through a public offering with restricted efforts under CVM Instruction 476, totaling R$1.5 billion. The debentures are classified as sustainability-linked bonds, in accordance with the International Capital Market Association’s Sustainability-Linked Bond Principles.
• Sul América, in its fourth, fifth, sixth, and seventh issuances of debentures through a public offering with restricted placement efforts under CVM Instruction 476, totaling R$2.7 billion.
• Santos Brasil S.A., in its fourth issuance of debentures through a public offering with restricted placement efforts under CVM Instruction 476, totaling R$300 million.
• Klabin S.A., in its sixth and seventh issuances of convertible debentures, which were privately placed, totaling R$2.5 billion.
• Metalúrgica Gerdau S.A., in its fifth issuance of debentures convertible or exchangeable into shares, totaling R$450 million.

Public Offerings of Debt Securities – International

Advised:

• Gerdau, in the public offering of notes with a 5.750% coupon and due in 2035, totaling USD 650 million. The public offering was registered with the U.S. Securities and Exchange Commission (SEC) and coordinated by Bank of America, Goldman Sachs, J.P. Morgan, Morgan Stanley, BBVA, BNP Paribas, BTG Pactual, Citi, Mizuho, and Santander.
• Gerdau, in the tender offer (cash repurchase offer) of outstanding notes with a 4.875% coupon and due in 2027, totaling USD 238 million.
• Companhia Siderúrgica Nacional – CSN, through its subsidiary CSN Resources S.A., in the issuance of USD 600 million 7.625% notes due in 2026 and USD 400 million 7.625% notes due in 2023.
• Companhia Siderúrgica Nacional – CSN, in the re-tap issuance by its subsidiary CSN Resources S.A., of USD 175 million 7.625% notes due in 2023.
• Bradesco BBI, BTG Pactual, Citi, Itaú BBA, Banco do Brasil, Morgan Stanley, and Santander, in the issuance of USD 750 million 5.500% senior notes due in 2029 by Cosan Limited.
• Ultrapar Participações S.A., in the issuance by its subsidiary Ultrapar International S.A., of USD 500 million 5.250% notes due in 2029.
  Gerdau S.A., in the offer to purchase for cash (i) 7.000% bonds due in 2020 issued by Gerdau Holdings Inc.; (ii) 5.750% bonds due in 2021 issued by Gerdau Trade Inc.; (iii) 4.750% bonds due in 2023 issued by GTI; (iv) 5.893% bonds due in 2024 jointly issued by GTL Trade Finance Inc. and Gerdau Holdings Inc.; and (v) 4.875% bonds due in 2027 issued by Gerdau Trade Inc., totaling USD 1 billion.

• “Rodolfo is an excellent professional who works with equity and debt transactions. He is very helpful and punctual in his services,” and “Rodolfo is an excellent professional and very approachable.” Another client commented: “Rodolfo Tella has a strong presence in the capital markets area.” Chambers Brazil, 2024 (Client Quote)
• “Rodolfo provides advice on client needs in an excellent manner,” and “Rodolfo is very committed to delivering what is expected. I believe his strength lies in his availability and experience.” Chambers Global, 2024
• “Rodolfo Constantino de Tella is building a solid capital markets practice. He is involved in a variety of mandates, from primary and secondary offerings to the issuance of ESG-linked notes”. Recognized as Band 5 Capital Markets by Chambers Global, 2024 (Editorial)
• “Rodolfo Constantino de Tella works on a variety of transactions, from primary and secondary offerings to the issuance of ESG-linked notes”. Recognized as Band 4 Capital Markets: Equity by Chambers Brazil, 2024
• “Rodolfo Constantino De Tella is a trusted advisor to companies, shareholders, financial institutions, and institutional investors in equity and debt offerings.” Recognized as Next Generation Partner in Capital Markets by The Legal 500, 2024
• Recognized as Notable Practioner in Debt Capital Markets by IFLR 1000, 2024
• Recognized as Leading in Debt Capital Markets by Leaders League, 2024
• Recognized as Excellent in Equity Capital Markets by Leaders League, 2024
• Recognized in the Specialty: Financial Transactions by Análise Advocacia, 2024
• “Rodolfo is extremely competent and available. In all the transactions he has handled with us, he has proven to be highly skilled, with above-average technical knowledge,” and “He shows strong knowledge in the area and availability.” – Recognized as Band 5 in Capital Markets by Chambers Brazil, 2022 and Chambers Global, 2023
• “Rodolfo Tella is an exceptional professional, with extensive experience in his field. Always willing to help us, he brings suggestions that improve our daily routine, optimizing time and money,” and “Rodolfo Constantino de Tella is a great business partner. Always available and extremely technical, using his skills to handle highly complex negotiations and transactions,” and “An exceptional professional, with extensive experience in the field.” – Recognized as Next Generation Partner in Capital Markets by The Legal 500, 2023
• Recognized as Leading in Debt Capital Markets by Leaders League, 2023
• Recognized as Excellent in Equity Capital Markets by Leaders League, 2023
• Recognized as Recommended in Capital Markets by Who’s Who Legal National Guide Brazil, 2022
• “He is experienced, values clients, and delivers quality work,” and “He is very practical in all types of transactions and works on both debt and equity deals,” and “A great lawyer.”
• Recognized as Up-and-coming in Capital Markets by Chambers Global and Chambers Latin America, 2021
• Recognized as Excellent in Debt Capital Markets by Leaders League, 2021
• Recognized as Excellent in Equity Capital Markets by Leaders League, 2021