Overview

Rafael is a Capital Markets and M&A senior associate of Tauil & Chequer Advogados in association with Mayer Brown in the São Paulo office. His practice focuses on share public offerings (including IPOs, follow-on offerings and tender offers), as well as M&A transactions, including corporate reorganizations, involving private̶  and publicly-held companies and private equity funds. Rafael also advises on matters related to regulatory aspects of corporate and capital markets regulations enacted by the Brazilian Securities Commission (Comissão de Valores Mobiliários) and the Brazilian Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão).

Prior to joining Tauil & Chequer Advogados in association with Mayer Brown, Rafael was an associate of relevant Brazilian law firms and was an international associate at Davis Polk & Wardwell LLP in New York. Rafael is recognized by IFLR1000 (2019) as a notable practitioner in capital markets and M&A practices.

Spoken Languages

  • English
  • French
  • Portuguese

Experience

Share Public Offerings (IPOs and follow-on offerings)

  • Acted as Brazilian special counsel to Notre Dame Intermédica Participações S.A. and to Alkes FIP, its controlling shareholder, on a primary and secondary public offering of common shares, amounting to R$2,719,115,949.00. (May 2018)
  • Acted as Brazilian special counsel to BK Brasil Operação e Assessoria a Restaurantes S.A. on its primary and secondary public offering of common shares, amounting to R$1,983,121,902.00. (January 2018)
  • Acted as special legal counsel to Rumo S.A. on its follow-on offering, which amounted to R$2.6 billion. (October 2017)
  • Represented the Brazilian underwriters in the initial public offering of IRB-Brasil Resseguros S.A., totaling approximately R$2.0 billion. (September 2017)
  • Advised the Brazilian underwriters on the SEC-registered follow-on offering of Azul S.A., which entailed the sale of shares by certain selling shareholders, amounting to approximately R$1.2 billion. (September 2017)
  • Advised the Brazilian Underwriters on the secondary offering of 92,000,000 units represented each of one common share and one preferred share issued by Banco Santander (Brasil) S.A. and held by Qatar Holding LLC, which amounted to R$2.3 billion. (May 2017)
  • Counseled the Brazilian underwriters on the SEC-registered global equity offering of Azul S.A., which amounted to approximately R$2.0 billion. (February 2017)
  • Represented the Brazilian underwriters in connection with the initial public offering of Centro de Imagem Diagnósticos S.A., which amounted to, approximately, R$700 million. (November 2016)
  • Advised the Brazilian underwriters on the secondary offering of TAESA that totaled R$1.3 billion. (October 2016)
  • Advised Carlyle Group and CVC Brasil Operadora e Agência de Viagens S.A. on its follow-on public offering of common shares, totaling approximately R$1.2 billion. (August 2016)
  • Legal counsel to CVC Brasil Operadora e Agência de Viagens S.A., the largest tour operator in Latin America, on its initial public offering of 33,841,600 common shares offered by certain selling shareholders, totaling approximately R$541 million. (December 2013)
  • Advised Banco BTG Pactual S.A., Banco Itaú BBA S.A., Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliáros S.A., BB-Banco de Investimento S.A. and Brasil Plural S.A. Banco Múltiplo on the offering of 29,900,000 common shares of Tupy S.A., one of the global leading cast iron engine blocks manufacturers, totaling approximately R$523 million. (November 2013)
  • Counseled Banco de Investimentos Credit Suisse (Brasil) S.A., Banco Itaú BBA S.A., Bank of America Merrill Lynch Banco Múltiplo S.A. and Banco Bradesco BBI S.A. on the public offering of 18,302,013 common shares of Estácio Participações S.A., one of the largest private providers of post-secondary education in Brazil, for a total amount of approximately R$770 million. (January 2013)
  • Represented Marfrig Global Foods S.A. in its follow-on public offering of 88,160,000 common shares that amounted to, approximately, R$1.5 billion. (December 2012)
  • Advised the Brazilian underwriters on the follow-on share public offering of 45,972,391 common shares of Qualicorp, amounting to approximately R$760 million. (May 2012)
  • Advised Tim Participações S.A. on its SEC-registered follow-on public offering of common shares for an aggregate amount of approximately R$1.7 billion. (October 2011)
  • Represented Bank of America Merrill Lynch Banco Múltiplo S.A., Banco de Investimentos Credit Suisse (Brasil) S.A., Goldman Sachs do Brasil Banco Múltiplo S.A. and Banco Bradesco BBI S.A. in the initial public offering of 83,472,914 common shares of Qualicorp S.A., one of the leading full-service healthcare benefits administrators in Brazil, totaling approximately R$1.1 billion. (July 2011)
  • Legal counsel to Banco de Investimentos Credit Suisse (Brasil) S.A., Banco BTG Pactual S.A. and Banco Itaú BBA S.A. on the initial public offering of 31,441,396 common shares of T4F Entretenimento S.A., one of the leading live entertainment companies in South America, totaling approximately R$500 million. (May 2011)
  • Counseled Banco BTG Pactual S.A., Banco Itaú BBA S.A. and Banco Bradesco BBI S.A., acting as underwriters, on the follow-on offering of 272,000,000 common and preferred shares of Gerdau S.A., totaling approximately R$5.0 billion. (November 2010)
  • Advised OSX Brasil S.A. in connection with its initial public offering of 3,063,000 common shares that totaled approximately R$2.5 billion. (April 2010)
  • Legal counsel to Vale S.A. on its follow-on offering of 256,926,766 common shares and 189,063,218 class A preferred shares, amounting to approximately R$19.4 billion. (June 2010)
  • Advised JSL S.A. on its initial public offering of 58,737,853 common shares, amounting to approximately, R$478 million. (May 2010)
  • Advised the Brazilian underwriters on the follow-on public offering of Anhanguera Educacional Participações S.A. of 33,350,000 units, which amounted to approximately R$750 million. (December 2009)
  • Represented Restoque Comércio e Confecções de Roupas S.A., the largest premium fashion apparel and accessories company in Brazil, in its initial public offering of 22,250,000 common shares, amounting to approximately R$150 million. (June 2008)

Tender Offers

  • Acted as special counsel to Banco Itaú BBA S.A. and Banco BTG Pactual S.A. on the public tender offer carried out by Brookfield Brasil for the acquisition of 246,195,783 shares for approximately R$400 million. (November 2014)
  • Counseled Goldman Sachs do Brasil Banco Múltiplo S.A. on the voluntary public tender offer for the acquisition by Banco Santander S.A. of common shares and preferred shares, also in the form of Units, issued by Banco Santander (Brasil) S.A. in exchange for BDRs composed of shares issued by Banco Santander S.A, which amounted to US$6.5 billion. (November 2014)
  • Acted as deal counsel to the voluntary public tender offer carried out by FB Participações S.A., the former controlling shareholder of Vigor Alimentos S.A., for the acquisition of its common shares in exchange for common shares issued by JBS S.A., for approximately R$418 million. (January 2014)
  • Represented Banco Itaú BBA S.A. in the public tender offer of TAM S.A., a company of the LATAM Airlines Group, one of the largest airline groups in the world, which comprised the purchase of 7,761,078 common shares and 21,962,811 preferred shares of TAM, totaling approximately R$3.1 billion. (June 2012)

M&A Transactions

  • Acted as counsel to the controlling shareholders of Laboratório Cura in connection with the sale of seventy percent (70%) of its capital stock to Vinci Partners, a Brazilian private equity firm. (August 2018)
  • Advised 3i Group, which teamed up with Siguler Guff and Neuberger Berman, on the acquisition of Óticas Carol S.A. for the total amount of R$107 million. (March 2013)
  • Advised the former controlling shareholders of Amil Participações S.A. on the sale of approximately 58.9% of its voting share capital to UnitedHealth Group Incorporated for a total amount of R$6.5 billion. (October 2012)
  • Advised E.ON on the formation of an 50:50 joint venture with MPX in order to develop power generation activities in Brazil and Chile. E.ON has invested approximately R$850 million in the transaction. (January 2012)

Education

Insper – Instituto de Ensino e Pesquisa (São Paulo, Brazil), LLM, Postgraduate course with concentration in Corporate Law

Pontifícia Universidade Católica de São Paulo, Law School (São Paulo, Brazil), Bachelor of Law (LLB)

Admissions

Bar

  • Brazil