Francesca L. Odell assists both international and U.S. clients on a range of capital markets and corporate governance matters.

She is one of the foremost capital markets lawyers for Latin American and Brazilian international issues, and her clients include many of the region’s largest companies in the oil and gas and telecommunications sectors.

Her cross-border practice focuses on capital markets, corporate governance, M&A, private equity, project finance, and restructuring transactions, and she is known for delivering practical, business-savvy solutions to complex and high-profile issues.

In addition to her transactional practice, she regularly advises boards of directors and management on a variety of topics, including disclosure and compliance matters; stock exchange listing requirements; board composition and director independence; shareholder engagement and activism; shareholder proposals and proxy season trends; management and director succession planning; and environmental, social and governance (ESG) issues.

She is recognized as a Leading Capital Markets and Corporate/M&A Lawyer by Chambers Global, Chambers Latin America, The Legal 500 Latin America, and Latin Lawyer 250, and as a leading lawyer for Latin American Investment by Chambers USA.

Francesca joined the firm in 1996 and became a partner in 2005.

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Notable Experience

Selected Capital Markets and Corporate Governance Experience

  • Regularly advises companies on general corporate governance matters and advice on meeting SEC reporting requirements, including American Express, American Tower, Applied Materials, Bed Bath & Beyond, ConEdison, Copa Airlines, Copel, EagleBank, Mercado Libre, Nexa Resources, and Petrobras.

  • Issuers and underwriters in numerous SEC-registered and unregistered debt and equity offerings by Latin American issuers, including those of Açucar Guarani, Afya, Banco do Brasil, Banco Cruziero do Sul, Bancolombia, BIC Banco, Bradesco, Brasil Pharma, Brookfield Incorporações, Camil Alimentos, Centro de Imagem Diagnósticos – Alliar, Construtora Tenda, Copa Holdings, GP Investments, Iguatemi Empresa de Shopping Centers, Le Lis Blanc Deux Comércio e Confecções de Roupas, Multiplus, Movida, Nexa Resources, Netshoes, Oi, PDG Realty, Redecard, Ser Educacional, Suzano Papel e Celulose, TAM Airlines, and Technos, among others.

  • Petrobras in numerous matters, including:

    • In 2020, new debt offerings in the amount of $3.25 billion and in a $5.2 billion global equity offering of Petrobras shares by Banco Nacional de Desenvolvimento Econômico e Social (BNDES).
    • In 2019, new debt offerings in the amount of approximately $7 billion, a $1.9 billion equity offering, and liability management transactions repurchasing approximately $19.5 billion of outstanding debt securities.
    • In 2018, new bond offerings and liability management transactions involving over $23 billion of debt securities.
    • In 2017, $4 billion in SEC-registered bond offerings and a $15 billion liability management transaction.
    • In 2016, $9.75 billion in SEC-registered bond offerings.
    • A $2.5 billion SEC-registered century bond offering, the largest-ever century bond offering at the time and the first by a Brazilian issuer.
    • A $70 billion SEC-registered global equity offering, the largest-ever equity offering at the time.
    • A $11 billion SEC-registered multi-tranche notes offering, the largest-ever debt offering by an emerging markets company.
    • The fulfillment of disclosure obligations with the SEC.
    • SEC reporting, corporate governance, litigation, enforcement, and financing matters in connection with “Operation Carwash.”
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Selected M&A Experience

  • Cable Onda in the $1.46 billion sale of a controlling 80 percent stake to Millicom International Cellular.

  • TPG in its acquisition of a significant minority stake in Resultados Digitais, and together with Gávea Investimentos in their acquisition of an interest in Rumo Logística.

  • Newbridge Latin America in the $73 million sale of the Bristol Group of Argentine insurance companies.

  • Abbott Laboratories on the non-U.S. aspects of its $4.3 billion sale of its ophthalmology division to Johnson & Johnson.

  • Itaú Unibanco in its R$2.77 billion acquisition of Citigroup’s Brazilian consumer finance business.

  • General Mills in its acquisition of Yoki Alimentos and the sale of its Venezuelan business.

  • Compass Minerals in its purchase of a 35 percent interest in Produquímica Indústria e Comércio.

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Selected Project Finance Experience

  • Petrobras in connection with financings for the development of deepwater oil fields and for various FPSOs and offshore assets, among them:

    • The $1 billion multi-tranche project financing for the construction and operation of an offshore crude oil platform (FPSO) and pipelines in the Campos Basin deepwater oil field off of Brazil.
    • The financing of equipment, goods, and services to be used on Petrobras’ P-40 platform in connection with the exploitation and production of oil in the Marlim Sul deepwater oil field.

  • Ecopetrol in the greenfield financing of its participation in OCENSA.

  • PDVSA on various oil, gas, port, and other energy infrastructure projects.

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SELECTED ACTIVITIES

  • Board Member, Start Small Think Big
  • Board Member, Brazilian-American Chamber of Commerce
  • Advisory Board Chair, Legal Outreach
  • Board Co-Chair, The Retreat

Publications

Events