MarcelloHallake

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São Paulo + 55.11.3018.3933 Nueva York + 1.212.901.7058

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Marcello Hallake has more than 25 years of experience advising multinational companies, financial institutions, and investment funds throughout Latin America and around the globe. His practice focuses on cross-border M&A, joint ventures, privatizations, private equity, projects, and other financing, capital markets, and strategic transactions. He regularly counsels clients in the energy, natural resources, food supply, infrastructure, telecommunications, media, and technology sectors, including in sale auctions, distressed M&A, and anticorruption and compliance issues.

Marcello led the Jones Day team advising ENGIE in its winning bid to acquire TAG from Petrobras for $8.6 billion in a competitive auction, the largest cash acquisition and privatization to date in Brazil. Marcello also recently advised Marfrig Global Foods in the formation of PlantPlus Foods, a joint venture with Archer-Daniels-Midland Company in the Americas; counseled JBS on its acquisition of Vivera, a Dutch plant-based food manufacturer; and advised TotalEnergies in connection with a strategic alliance and investment agreement with Sunix Petroleum and Tropigas in the Dominican Republic. Other clients he has counseled on cross-border transactions include Algar Telecom, BRF, Cemig, Electricité de France (EDF), Exceda, Galp Energia, J&F Investimentos, Lagardere, Orange, and Vale.

Marcello is a board member of several not-for-profit, civic, and cultural organizations, including Brazil Foundation (which he co-founded), CDI International (Change through Digital Inclusion), AlfaSol (Alfabetização Solidária), and Comunitas. Marcello is a former chair of the Committee on Inter-American Affairs of the New York City Bar Association and has spoken and written extensively on international legal matters.

Experiencia

  • TotalEnergies enters into Strategic Alliance and Investment Agreement with Sunix and Tropigas in the Dominican RepublicJones Day advised TotalEnergies in the strategic alliance and investment agreement with Omaha Beach Investment Corp., Sunix Petroleum, S.R.L. and Tropigas Dominicana, S.R.L. in the Dominican Republic.
  • Cemig Geração e Transmissão S.A. completes US$500 million Senior Notes offeringJones Day represented Cemig Geração e Transmissão S.A. (“CEMIG GT”) in connection with its offer to purchase for cash up to US$500 million aggregate principal amount of its outstanding 9.250% Senior Notes due 2024.
  • JBS acquires ViveraJones Day advised Brazilian JBS S.A., the world's largest protein company and second-largest food producer, in its acquisition of Vivera, Europe’s third-largest manufacturer of plant-based food, for an enterprise value of €341 million.
  • Syndicate of international and Brazilian investment banks complete $1.5 billion Senior Notes offering and tender offers totaling $1.75 billion by Marfrig Global FoodsJones Day advised a syndicate of international and Brazilian investment banks in connection with an international offering of $1.5 billion of 3.950% Senior Notes due 2031 by Marfrig Global Foods S.A., one of Brazil's largest food processing companies, and concurrent tender offers totaling $1.75 billion by Marfrig for two series of its outstanding debt securities.
  • Marfrig and ADM launch joint venture PlantPlus FoodsJones Day represented Brazilian Marfrig Global Foods SA, one of the world's leading beef producers and the world's largest beef patty producer, in connection with the creation of PlantPlus Foods, a joint venture with U.S.-based Archer-Daniels-Midland Company, a leading global nutrition company, for the sale of plant-based food products across the South American and North American markets.
  • ENGIE-led consortium wins competitive bidding process in Brazil for $8.6 billion acquisition of TAGJones Day advised ENGIE in the $8.6 billion acquisition and related financing of 90% of Transportadora Associada de Gás SA ("TAG"), the largest natural gas transmission network owner in Brazil, from Brazilian state oil company Petróleo Brasileiro SA (Petrobras).
  • Syndicate of international placement agents complete BRL 3.0 billion primary and secondary offering of Common Shares by MarfrigJones Day advised Santander Investment Securities Inc.; Bradesco Securities, Inc.; J.P. Morgan Securities LLC; Banco do Brasil Securities LLC; and Jefferies LLC, as international placement agents, in connection with a BRL 3.0 billion (US$720 million) international offering of 299,738,518 Common Shares of Marfrig Global Foods S.A. (“Marfrig”), represented by a primary offering of 90,090,091 Common Shares by Marfrig and a secondary offering of 209,648,427 Common Shares by BNDES Participações S.A. – BNDESPAR, as the selling shareholder.
  • Exceda sold to Akamai TechnologiesJones Day advised Exceda in its sale to Akamai Technologies, including assets in Brazil, Argentina, Chile, Mexico, and the U.S.
  • Ad hoc group of senior secured lenders advised in landmark restructuring of the syncreon groupJones Day acted for the ad hoc group of senior secured lenders in the landmark restructuring of the global logistics syncreon group which was implemented via English Schemes of arrangement, with chapter 15 recognition in the U.S. and CCAA recognition in Canada.
  • Syndicate of international and Brazilian investment banks complete $500 million Senior Notes offering by Marfrig Global FoodsJones Day advised a syndicate of international and Brazilian investment banks in an international offering of $500 million of 6.625% Senior Notes due 2029 by a subsidiary of Marfrig Global Foods S.A., one of Brazil's largest food processing companies, and concurrent tender offers by Marfrig for two series of its outstanding debt securities.
  • Diagnóstico Maipú of Argentina sold to DASA of BrazilJones Day advised the selling shareholders of Diagnóstico Maipú por Imágenes S.A. of Argentina ("Diagnóstico Maipú") under New York law in connection with the sale of Diagnóstico Maipú to Diagnósticos Da América S.A. of Brazil ("DASA").
  • Chevron buys Pasadena Refining System for $350 million from Petrobras America Inc.Jones Day advised Chevron U.S.A. Inc., a wholly-owned subsidiary of Chevron Corporation, in its purchase of all of the equity interests of Pasadena Refining System Inc. ("PRSI") and PRSI Trading, LLC from Petrobras America Inc. for $350 million, subject to adjustments for working capital.
  • Arsenal Capital Partners sells IGM Resins to AstorgJones Day advised Arsenal Capital Partners (“ACP”) on the full shop auction of IGM Resins Cooperative U.A. and its group (“IGM”) to European private equity firm Astorg as the successful bidder.
  • Major oil and gas company sells assets and interests in Democratic Republic of CongoJones Day assisted a major oil and gas company with the sale of its assets and interests in an offshore hydrocarbons concession in the Democratic Republic of Congo.
  • Proagrica acquires SST SoftwareJones Day advised Proagrica, a division of RELX Group, in its acquisition of SST Software, a precision agriculture information solutions company.
  • Syndicate of international banks complete international offering of $1.0 billion Senior Notes by Marfrig Global FoodsJones Day advised a syndicate of international banks in an international offering of $1.0 billion of 6.875% Senior Notes due 2025 by Marfrig Global Foods S.A., one of Brazil's largest food processing companies, and concurrent tender offers by Marfrig for two series of its outstanding debt securities.
  • Vale Soluções em Energia sells UK subsidiary company TAO Sustainable Power SolutionsJones Day advised Vale Soluções em Energia S.A. (VSE) in the sale of UK subsidiary company TAO Sustainable Power Solutions (UK) Limited, the owner of a majority of the shares of Turbo Power Systems Inc (TPS).
  • Total sells Atotech to The Carlyle Group for $3.2 billionJones Day advised Total in the $3.2 billion sale of specialty chemical affiliate Atotech B.V., a global manufacturer of high technology plating solutions, to The Carlyle Group.
  • Agence des Participations de l'Etat provides €200 million State loan to Vale Canada Limited and issues State guarantee to secure project financing of tailings storage areaJones Day represented Agence des Participations de l'Etat in connection with a €200 million (US$240 million) State loan provided to Vale Canada Limited secured by nickel finished and semi-finished product inventory held by the Vale group throughout Asia and Europe; and the issuance of a State guarantee to secure the project financing of a tailings storage area in the nickel mine operated by Vale in New Caledonia.
  • Executives of worldwide construction firm respond to multijurisdictional FCPA investigationJones Day represents numerous executives of an international construction and engineering firm (with operations worldwide) in a multijurisdictional FCPA investigation conducted by the U.S. Department of Justice and the U.S. Attorney's Office for the Eastern District of New York.
  • Total acquires 70 percent interest in V EnergyJones Day advised Total Marketing Services regarding the acquisition of a majority 70 percent interest in V Energy, the Dominican Republic's leading fuel retailer.
  • Cardinal Health acquires Cordis for $1.9 billionJones Day advised Cardinal Health, Inc. in its acquisition of Johnson & Johnson's Cordis business, a leading global manufacturer of cardiology and endovascular devices, for $1.9 billion in cash.
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    September 2021 Commentary

    The Long Arm of the CFTC: What Stakeholders in Brazil and Latin America Should Know

    MARCH 2021 Commentary

    Latin America M&A—the Year Ahead: Activity and Trends

    September 2020 Alert

    Brazilian House of Representatives Approves Bill of Law Aiming to Increase Competitiveness in the Country's Natural Gas Sector

    April 2020 White Paper

    Major Liberalization of Brazilian Law: Use of Agricultural Land as Security Interest for Financial, Other Transactions

    March 2020 Commentary

    Latin America: Top Legal Concerns Facing General Counsel in 2020

    July 2018 Alert

    Brazil's Mining Reforms Target Environmental Impact, Public Safety, Royalty Payments

    June 2016 Commentary

    Time to Be Bullish to Buy Brazilian Businesses?

    May 2016 Commentary

    Credit Default Risk in Latin America: A Regional Outlook

    March 2016 Alert

    Brazilian Government Approves Increase in Capital Gains Rates

    March 2016 Alert

    Relief for Petrobras: Changes to Brazil's Pre-Salt Legislation
    Ver todo el conocimiento

    Ponencias

    • May 26, 2021
      ESG: Brazil Under Pressure
    • August 12, 2020
      Investing in Brazil in Times of Coronavirus: Opportunities in Cross-Border M&A and Private Equity, Brazil-Florida Business Council
    • June 9, 2020
      Insolvency, Bankruptcy and Distressed Acquisitions in Brazil, Brazilian-American Chamber of Commerce
    • October 2, 2019
      Privatization Opportunities in Brazil, Brazilian-American Chamber of Commerce
    • April 10, 2019
      Direct Foreign Investments and Cross-Border M&A, Brazil in the Spotlight: Investments and Opportunities, NYU School of Law
    • December 12, 2018
      Aspectos Práticos e Futuro da Advocacia Internacional, OAB
    • April 16, 2018
      Attracting Foreign Investments to Infrastructure Projects in Brazil, NYU School of Law
    • November 15, 2017
      Corporate M&A in the Wake of Lava Jato, Brazilian-American Chamber of Commerce
    • October 5, 2017
      Discussion on Recent Guidelines on Evaluating Corporate Compliance Programs Issued by the United States Department of Justice
    • January 19, 2017
      Distressed investing in Brazil, Brazilian-American Chamber of Commerce
    • December 1, 2016
      The Risks and Main Aspects of Shareholder Class Actions in the USA
    • November 9, 2016
      Keynote Conversation-The Brazil Briefing, 2016 M&A Advisor Summit: The Future of Finance
    • April 19, 2016
      Due Process of Law and the Legal Profession, Rule of Law Challenges in Latin America – Corruption and Judicial Independence
    • March 9, 2016
      Dream Teams, IBA Latin America Regional Forum Conference
    • July 4, 2015
      Desafios do Brasil: Instituições e Infraestrutura, FLIP
    • May 29, 2015
      Shale gas and LNG investments in the Americas
    • April 15, 2015
      Infrastructures in Brazil: Opportunities and Risk Control
    • February 27, 2015
      Foreign Corrupt Practices Act: 2015 Update
    • December 10-11, 2014
      Brazilian Companies and the U.S. Foreign Corrupt Practices Act: Exploring the Reach of the FCPA
    • October 15, 2014
      Doing Deals in Latin America: Current Developments, Opportunities & Challenges
    • June 28, 2014
      Legal Aspects of Doing Business in Brazil
    • June 9, 2014
      OGX and OSX Bankruptcies – Developments, Challenges and Opportunities for Cross-Border Restructurings in Brazil
    • May 22, 2014
      Lessons Learned from the Libra Field Auction, Foreign Investors' Perspectives
    • April 24, 2014
      OGX and OSX Bankruptcies - Developments, Challenges and Opportunities for Cross-Border Restructurings in Brazil
    • November 12, 2013
      Fórum Lei 12.486 - Lei Anticorrupção Brasileira: Consequências para as multinacionais que atuam no Brasil e investidores estrangeiros
    • October 2, 2013
      Infrastructure and Oil & Gas in Brazil: Maximizing Opportunities and Overcoming Challenges
    • 10 JUIN 2013
      RIO + 21 - FRANCE-BRESIL : Ville durable, ville intelligente colloque présidé par Jean-Pierre Raffarin
    • May 15, 2013
      Global Business Essentials: Brazil
    • April 24, 2013
      Global Business Essentials: Brazil
    • October 25, 2012
      China Outbound Focus Workshop: How to Deal With Regional Issues in Overseas Investments
    • 2012年10月25日
      中国对外投资专题讨论会：如何处理海外投资的区域性问题
    • 2012年10月24日
      对外投资研讨会：中国公司全球扩展中的法律风险管理
    • October 24, 2012
      Outbound Seminar "Managing Legal Risks in Global Expansion of Chinese Companies"
    • October 4, 2012
      To Protect and Serve?, The Economist, Ideas Economy: Brazil
    • December 13, 2011
      Brazil: The Future is Here, The 2011 M&A Advisor International Summit
    • December 2, 2011
      The Global Implications of the Rise of BRIC, Columbia University
    • November 30, 2011
      Macroeconomics & Infrastructure, Rio de Janeiro Investment Conference, Council on Foreign Relations
    • May 26, 2011
      Investing in the Brazilian Energy Sector: Challenges and Opportunities, Ibrademp
    • March 1, 2011
      The Government as M&A Dealmaker, Roundtable hosted by The M&A Advisor and Tegris Advisors
    • December 14, 2010
      M&A Opportunities in the New Brazil, 9th Annual M&A Advisor Summit, New York Athletic Club
    • November 22, 2010
      The Brazilian Oil and Gas Proposed Regulatory Framework for the Pre-Salt Discoveries, IBRADEMP
    • November 19, 2010
      Innovation, New Technologies and International Relations, IBMEC
    • June 1, 2010
      Suape and the Environment: Challenges and Opportunities for Brazil, Recife
    • May 26, 2010
      Agribusiness Financing in Brazil, New York Stock Exchange
    • April 24, 2010
      Building Bridges to a Sustainable Future, 13th Annual MIT Latin American Conference
    • March 25, 2010
      Vulture Funds in the African Oil and Gas Industry, 4th Annual African Petroleum Congress & Exhibition
    • March 16, 2010
      Brazil's Legal Infrastructure Towards Businesses, “Brazil and the Future Conference,” Royal Swedish Academy of Engineering
    • November 17, 2009
      Opportunities for Lawyers in the Oil and Gas Sector, Conference on "Oil and Gas and its New Professions," Escola Superior de Guerra
    • October 29, 2009
      Brazil's Road to a Business-Friendly Regulatory Environment, “Brazil and the Future Conference,” Columbia University
    • October 24, 2009
      Pathways to Employment in International Law Program, Panelist, International Law Weekend, Fordham Law School
    • May 30, 2009
      Investing for the Long-Term: Harmonizing Economic Expansion and Development, The London Business School's Latin America Business Forum
    • May 2, 2009
      The Latin American Financial System as a Solid Base to Economic Development, XII MIT Sloan Latin Conference
    • April 7, 2009
      Legal Aspects of the Global Financial Crisis, "The World Crisis: Opportunities for Brazil" Conference, Escola Superior de Guerra
    • February 23, 2009
      International Acquisitions of Emerging Markets Companies, Columbia University, School of Public and International Affairs
    • October 2007
      Program for 2008 LL.M. Degree Candidates, Panelist, New York City Bar
    • April 2007
      Pro Bono in Brazil: Opportunities and Challenges, Cyrus R. Vance Center for International Justice
    • March 2007
      Cross-Borders Mergers and Acquisitions
    • March 2007
      Pro Bono in the Americas, USP
    • January 2007
      International Law Practice, American Bar Association
    • December 2006
      Ethanol Projects in Brazil, Brazil-Texas Chamber of Commerce
    • November 2006
      Cross-Border Mergers & Acquisitions in Brazil - Recent Developments and Legal Aspects, The Center for Brazilian Studies, Columbia University
    • September 2006
      Private Equity in Brazil
    • August 2006
      M&A in the private security industry in Brazil, Private Security Conference
    • June 2006
      Career Opportunities for International Lawyers, New York City Bar Association
    • June 2006
      Recent Developments in Ethanol and Alternative Energy in Brazil, Brazilian-American Chamber of Commerce
    • April 2006
      Negotiating Peace Treaty Agreements, American Bar Association
    • March 2006
      Choice of Law Considerations when Drafting Arbitration Provisions for International Oil and Gas Agreements
    • September 2005
      Acquisitions by Brazilian Company Overseas
    • January 2005
      International Law Practice, American Bar Association
    • May 2004
      Mergers and Acquisitions in Brazil, Brazilian-American Chamber of Commerce
    • January 2004
      International Law Practice, American Bar Association
    • January 2004
      Debt Restructuring in Latin America, American Bar Association
    • April 2003
      Debt Restructuring in Latin America, American Bar Association

    • Global Business Essentials: Brazil

    • Infrastructures au Brésil : Opportunités et maîtrise des risques

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