Cleary Gottlieb, Shearman & Sterling and Machado Meyer advise in Petrobras transaction

Cleary Gottlieb represented Petrobras in the sale of US$400 million of 9.00% global step-up notes due 2008, through its finance subsidiary, Petrobras International Finance Company (PIFCo).

The deal priced on March 24, less than two weeks after lawyers began their work, and the offering closed on March 31. During that time, Petrobras and Cleary Gottlieb prepared 2002 year-end disclosure, completed due diligence and documented the structure. The transaction represents many firsts for Brazil, including the first major capital markets transaction since the election of a new president in 2002, and the first takedown from a shelf registration statement. The offering was well received, despite volatile market conditions tied to the war in Iraq.

Cleary lawyers on the deal include partner Nicolas Grabar and associate Francesca Lavin, with associate Sandy Santana and foreign lawyer Rodrigo Figueiredo working on disclosure and due diligence, and associates Jonathan Wallenberger, Gail Dave, and Lillian Rice working on the deal documentation.

Petrobras used their in-house legal department. Their general counsel is Nilton Antônio de Almeida Maia. The in-house lawyer responsible for negotiating the transaction on behalf of Petrobras was Beatriz Aguinaga Bondi.

Shearman & Sterling and the Brazilian firm of Machado Meyer were counsel for the underwriters. Machado Meyer's lawyers included partner Nei Zelmanovits and Senior Associate Daniel Faco. the Shearman & Sterling lawyers involved in the transaction were Stuart Fleischmann (partner-corporate), Don Lonczak (parter-tax), Charles Gittleman (counsel-NASD/Blue Sky), Roberta Cherman (associate-corporate), Mary Beth Steele (associate-corporate), Russell Sachs (associate-NASD/Blue Sky), Metin Ismailov (associate-tax), and Harold Allen (associate-corporate).