Sweet River's US$515 Million Sale of Interest in Brazilian Mining Company

Cleary Gottlieb was counsel in the $515.5 million sale by Bank of America, BHP Billiton, Goldman Sachs and Lehman of their 10.11% interest in Valepar, the controlling shareholder of Companhia Vale do Rio Doce (CVRD). The consortium, which makes up the investment group Sweet River, included the only non-Brazilian investors with an interest in Valepar. Sweet River sold its stake to a pension fund of the employees of Banco do Brasil controlled by Previ, the largest employee pension fund in Latin America, and an investment vehicle controlled by Bradespar, a sister company of Banco Bradesco, the largest private bank in Brazil. Cleary represented Bank of America in the transaction, which closed on March 7.

Affiliates of Previ and Bradespar carried out the purchase by exercising their rights of first refusal under the Valepar shareholders' agreement. In December 2002, Sweet River had exercised a put against Companhia Siderúrgica Nacional (CSN), triggering the first-refusal rights of the other Valepar shareholders. CSN had led Valepar's successful bid to acquire control of CVRD in the 1997 privatization of the iron-mining giant.

BHP Billiton, based in Melbourne and London, ranks among the world's top producers of iron ore and coal. CVRD, based in Rio de Janeiro, is the world's leading iron ore miner. Brazil's government controls about 22% of CVRD.

The Cleary team on the transaction included partner Ricardo A. Anzaldúa-Montoya, associates Rodrigo Figueiredo, Jessica Camuffo, Christine V. Jabal, Katherine Johnson, Jennifer Hershfang and Lizbeth Flores, and paralegal Eric Braune.

Bank of America was advised by Pinheiro Neto-Advogados through partner Fernando Alves Meira and associate Sérgio de Carvalho Machado.

Xavier, Bernardes, Bragança Sociedade de Advogados was the counsel to Bradespar with a team consisting of partners Alberto Bragança, and João Afonso da Silveira de Assis and associates Sergio André Laclau Marques and Daniele Nascimento.

Previ was advised by law firm Vieira, Rezende, Barbosa e Guerreiro. The Viera, Rezende team on the transaction included partner Cláudio J. G. Guerreiro and associates Giovanni Biscardi and Juliana Baptista Marçal.