Karen Katri

Partner, Miami

Biography

Overview

Karen Katri's practice includes a broad range of cross-border corporate finance transactions, especially in the areas of securities, bank financing and project financing. She has been involved in offerings of debt and equity securities, including US-registered offerings and Rule 144A and Regulation S offerings, representing issuers and underwriters. She also assists clients in general corporate governance matters, including annual reports for foreign private issuers and ongoing disclosure obligations of SEC-reporting companies. Ms. Katri has also worked in the São Paulo office of White & Case.

Bars and Courts
Florida State Bar
New York State Bar
Education
JD
Northwestern University School of Law
Harvard University
Languages
English
Portuguese
Spanish

Experience

Éxito Spin-off
Representation of Companhia Brasileira de Distribuição (known as GPA), the leading food retailer in South America, in the spin-off of its subsidiary Almacenes Éxito S.A. (known as Éxito), the sixth-largest food retailer in South America, and the largest in Colombia and Uruguay.

Sendas Distribuidora Spin-off
Representation of Companhia Brasileira de Distribuição (known as GPA), the leading food retailer in South America, in the spin-off of its wholly owned subsidiary Sendas Distribuidora S.A. (known as Assaí), the largest pure cash-and-carry player in Brazil. The spin-off involved the distribution of 100% of Assaí's common shares, including in the form of American Depositary Shares (ADSs), to holders of GPA common shares and holders of GPA ADSs, at the ratio of one Assaí share (or ADS) for each GPA share (or ADS).

Nubank US$2.6 billion dual-nation IPO
Representation of the underwriters in Nubank's US$2.6 billion dual initial public offering in New York and São Paulo. At the offer price, Nubank had a market capitalization of approximately US$42 billion, making it the most valuable listed financial institution in Latin America, the largest IPO by a Brazilian company since 2017 and the largest IPO by a Latin American company in 2021. This transaction was recognized as "Deal of the Year" by The Legal 500 Brazil Awards, "Initial Public Offering of the Year" by LatinFinance, "Capital Markets Deal of the Year" by Latin Lawyer, "Impact Deal of the Year" by ITR Americas Awards and "Equity Deal of the Year" by IFLR Americas Awards.

JBS multiple bond offerings
Representation of JBS S.A., a Brazilian corporation and the world's largest food company in terms of revenue, as guarantor, and several of its subsidiaries, as issuers, in connection with various bond offerings, including:

  • US$500 million aggregate principal amount of 5.125% senior notes due 2028 
  • US$1.25 billion aggregate principal amount of 5.75% senior notes due 2033
  • US$700 million aggregate principal amount of 6.5% senior notes due 2052
  • US$750 million aggregate principal amount of 6.25% senior notes due 2023
  • US$500 million aggregate principal amount of 7.25% senior notes due 2021
  • US$500 million in incremental term loans 
  • Tender offer and consent solicitation for US$700 million aggregate principal amount of 11.62% notes due 2014

    
Assaí secondary shares offerings
Representation of Sendas Distribuidora S.A. (known as Assaí), the largest pure cash-and-carry player in Brazil, and certain selling shareholders of the Casino Group in secondary-only public offerings of common shares, including American Depositary Shares totaling more than US$1.2 billion. Casino is the operator of some of France's largest supermarkets, such as Monoprix, Franprix and Géant, as well as of online and physical supermarket brands in Argentina, Brazil and Colombia.

Odebrecht Offshore senior notes offering
Representation of HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, BB Securities Limited, BNP Paribas Securities Corp. and Santander Investment Securities Inc. as initial purchasers, and Crédit Agricole Securities (USA) Inc., DNB Markets, Inc., Mitsubishi UFJ Securities (USA), Inc. and Natixis Securities Americas LLC, as co-managers, in a Rule 144A/Regulation S offering of US$1.69 billion 6.75% Senior Secured Notes due 2022 by Odebrecht Offshore Drilling Finance Limited, a Cayman Islands subsidiary of Odebrecht Óleo e Gás S.A. (OOG), the oil and gas division of the Odebrecht Group. The Notes proceeds were used to make intercompany loans to refinance in full secured project financings originally granted to finance the construction of the ODN I and ODN II offshore oil drillships and the Norbe VI semi-submersible drilling rig to pay costs and expenses in connection with this offering and for general corporate purposes. All three vessels have been chartered under long-term charter contracts to Petróleo Brasileiro S.A. – Petrobras. The issuance received an investment grade rating from Fitch, Moody's and S&P and involved complex legal issues in Brazil, England, Panama, the Bahamas, the Cayman Islands, Austria and the United States.

Oi S.A. multiple offerings
Representation of Oi S.A. (formerly Brasil Telecom S.A.), a leading telecommunications company in Brazil, in several transactions, including: the registration of common shares, including shares represented by ADSs, and preferred shares, including shares represented by ADSs, issued in connection with its merger with Tele Norte Leste Participações S.A.; the issuance of common shares and preferred shares issued in connection with its merger with Telemar Norte Leste, S.A., in a transaction exempt from registration with the SEC under the cross-border transaction exemptions; separate offerings of US$1.5 billion of 5.75% notes due 2022 and R$1.1 billion of 9.75% notes due 2016 (payable in US dollars), each under Rule 144A and Regulation S; and separate offerings by its subsidiary, Telemar Norte Leste S.A., of US$1 billion of 5.5% notes due 2020 and €750 million of 5.125% senior notes due 2017, each under Rule 144A and Regulation S.

Odebrecht Group multiple transactions
Representation of the Odebrecht Group in numerous capital markets issuances—including Construtora Norberto Odebrecht S.A. (CNO), the largest engineering and construction company in Latin America, in its Rule 144A and Regulation S offer and sale of US$550 million 4.375% notes due 2025, R$500 million (US$250 million) 8.25% notes due 2018 (payable in US dollars) and US$850 million 7.125% notes due 2042 and its tender offer for any and all of its 7% senior notes due 2020 (the 2020 Notes) and a partial tender for its 6% notes due 2023 (the 2023 Notes). In connection with the tender offer for the 2020 Notes, Odebrecht also solicited consents to amend the indenture governing the 2020 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions.