Cesar Fischer, Business Attorney in Miami, Florida

Cesar Fischer focuses on corporate and securities law, with an emphasis on capital markets transactions, venture financing, and mergers and acquisitions. He represents U.S. and non-U.S. clients, including early-stage and emerging growth companies, investment banks, and venture capital and private equity firms. Latin American clients also seek Cesar to advise on general corporate matters, including with respect to corporate governance, SEC reporting and other compliance matters.

Cesar advises on public and private equity and debt offerings, including SEC-registered and Rule 144A/Regulation S initial public offerings, as well as secondary offerings, high-yield and investment-grade debt offerings. He also provides guidance on corporate governance, SEC compliance, and Sarbanes-Oxley related issues.

In the venture capital space, Cesar has worked on numerous financing rounds for technology and health care companies, representing both investors and startups. He has also been involved in cross-border M&A transactions and corporate reorganizations.

Concentrations

• Public and private equity and debt capital markets, including IPOs and follow-on equity offerings, investment grade and high yield debt

• Rule 144A and Regulation S offerings

• SEC reporting and corporate governance compliance

• Startup, emerging companies and venture capital

• Cross-border M&A

Experience

Equity & Debt Offerings

• Represented Waste Pro USA, Inc., and certain of its subsidiaries as guarantors, in its Rule 144A/Regulation S offering of $850 million of its 7.000% Senior Notes due 2026.

• Advised Brazil Potash Corp. on its SEC-registered initial public offering and NYSE American listing (November 2024).

• Advised initial purchasers in connection with a high-yield debt offering by Gol Finance, a Luxembourg company and wholly owned subsidiary of Gol Linhas Aéreas Inteligentes S.A (September 2021).°

• Advised underwriters in connection with the SEC-registered initial public offering and Nasdaq listing of Zenvia Inc (July 2021).°

• Advised the joint bookrunners on the initial public offering and São Paulo stock exchange listing of Desktop – Sigmanet Comunicação Multimidia S.A (July 2021).°

• Advised the initial purchasers on the Rule 144A/Regulation S notes offering by Minerva Luxembourg S.A., a wholly owned subsidiary of Minerva S.A (July 2021).°

• Advised the joint bookrunners on the initial public offering and São Paulo stock exchange listing of BR Advisory Partners Participações S.A (June 2021).°

• Advised StoneCo on its Rule 144A/Regulation S offering of senior notes (June 2021).°

• Advised the joint book-running managers in connection with an SEC-registered investment-grade debt offering by Bunge Limited Finance Corp., a wholly owned subsidiary of Bunge Limited (May 2021).°

• Advised the joint bookrunners on the initial public offering and São Paulo stock exchange listing of Infracommerce CXAAS S.A (May 2021).°

• Advised the initial purchasers on the Rule 144A/Regulation S senior notes and tender offering by Minerva Luxembourg S.A., a wholly owned subsidiary of Minerva S.A (March 2021).°

• Advised Patria Investments Limited on its SEC-registered initial public offering and Nasdaq listing (January 2021).°

• Advised XP Inc. on its SEC-registered initial public offering and Nasdaq listing (December 2020).°

• Advised Arco Platform Limited on its SEC-registered follow-on offering and Nasdaq listing (September 2020).°

• Advised Empreendimentos Pague Menos S.A. on its initial public offering and São Paulo stock exchange listing (September 2020).°

• Advised Vasta Platform Limited in connection with its SEC-registered IPO and listing on Nasdaq (August 2020).°

• Advised Raizen Fuels Finance S.A. on its Rule 144A/Regulation S senior notes offering (July 2020).°

• Advised JHSF Participações S.A. in connection with its follow-on offering and São Paulo stock exchange listing (July 2020).°

• Advised initial purchasers in connection with a Rule 144A/Regulation S senior notes offering by Acadia Healthcare Company, Inc (June 2020).°

• Advised Arco Platform Limited in connection with an SEC-registered secondary offering (June 2020)°

• Advised initial purchasers in connection with a senior notes offering by Honeywell International Inc (May 2020).°

• Advised initial purchasers in connection with a Rule 144 convertible senior notes offering by Teladoc Health, Inc (May 2020).°

• Advised joint book-running managers in connection with an SEC-registered senior notes offering by Honeywell International Inc (May 2020).°

• Advised Cogna Educação S.A. in connection with its Rule 144A/Regulation S follow-on offering (February 2020).°

• Advised Notre Dame Intermédica Participações S.A. in connection with its Rule 144A/Regulation S follow-on offering (December 2019).°

• Advised underwriters in connection with a Rule 144A/Regulation S initial public offering by C&A Modas S.A. and São Paulo stock exchange listing (November 2019).°

• Advised JHSF Participações S.A. in connection with its Rule 144A/Regulation S follow-on offering and São Paulo stock exchange listing (November 2019).°

• Advised Arco Platform Limited in connection with its SEC-registered follow-on offering and Nasdaq listing (October 2019).°

• Advised underwriters in connection with a SEC-registered follow-on offering by PagSeguro Digital Ltd. and NYSE listing (October 2019).°

• Advised initial purchasers in connection with a Rule 144A/Regulation S notes offering and cash tender offer by BRF (September 2019).°

• Advised initial purchasers in connection with a Rule 144A/Regulation S senior notes offering by Industrias Peñoles, S.A.B. de C.V (September 2019).°

• Advised underwriters in connection with a SEC-registered follow-on offering by Kemper Corporation and NYSE listing (June 2019).°

• Advised underwriters in connection with an SEC-registered senior notes offering by Euronet Worldwide, Inc (May 2019).°

• Advised General Electric Company, as selling shareholder, in connection with a SEC-registered secondary offering by Westinghouse Air Brake Technologies Corporation (May 2019).°

• Advised underwriters in connection with a SEC-registered follow-on offering by Endava plc and NYSE listing (April 2019).°

• Advised initial purchasers in connection a Rule 144A senior notes offering by Euronet Worldwide, Inc (March 2019).°

• Advised initial purchasers in connection with a Rule 144A/Regulation S senior notes offering by NXP B.V (December 2018).°

• Advised CSX Corporation in connection with its senior notes offering (November 2018).°

• Advised underwriters in connection with the initial public offering of a holding company of the Brazil Carrefour Group and São Paulo stock exchange listing (July 2017).°

• Advised underwriters in connection with a primary offering of BR Properties S.A (July 2017).°

• Advised BR Malls Participações S.A. in connection with its primary offering (May 2017).°

• Advised the representatives of the initial purchasers in an offering by Nuance Communications, Inc. of its senior convertible notes (March 2017).°

• Advised underwriters in connection with a follow-on primary offering of common shares of CCR S.A (February 2017).°

• Advised Rumo Luxembourg S.à r.l. on its Rule 144A/Regulation S notes offering (February 2017).°

• Advised Raízen Fuels in connection with its Rule 144A/Regulation S offering of senior notes (January 2017).°

• Advised the representative of the initial purchasers in connection with a Rule 144A/Regulation S offering by BMC Stock Holdings, Inc. of its secured notes (September 2016).°

• Advised Diagnósticos da América S.A. and offeror in the context of the voluntary public tender offer for the acquisition of outstanding shares (February 2016).°

Venture Financing

• Advised Sami Health in connection with its US$18 million Series B financing round led by Redpoint Ventures and Mundi Ventures (June 2023).°

• Advised co-lead investor, Cloud9 Capital, in connection with its investment in Onfly Limited’s US$16 million Series A financing round with participation from co-lead investor Left Lane Capital (May 2023).°

• Advised Amedex Assurance Company (Olé Insurance) in its US$10 million Series A financing round led by AV8 Ventures and Mundi Ventures with participation from Guayacán Ventures, and Morro Ventures (May 2023).°

• Advised Conexa Saúde in connection with its R$200 million Series C financing round led by Goldman Sachs Asset Management with participation from General Atlantic, Igah Ventures, and Endeavor Scale-Up (June 2022).°

• Advised Zippi in connection with its US$16 million Series A financing round led by Tiger Global with participation from Y combinator, Volte Capital, Rainfall Ventures, Globo Ventures, Hummingbird Ventures, Soma Capital, among others (June 2022).°

• Advised GIC in connection with its investment in Powerup Technology Inc (DBA Stori Card)’s US$50 million Series C financing round led by Bai Capital with participation from GGV Investments, Lightspeed, General Catalyst Group, Goodwater, among others (April 2022).°

• Advised Ibex Mercado in connection with its US$4 million Series Seed financing round led by Stillmark with participation from Fulgur Ventures, Hivemind Ventures and Ten31 (March 2022).°

• Advised Beegol Corp in connection with its US$3.1 million Series A financing round led by Indicator Capital with participation from Wayra Brasil (January 2022).°

• Advised Nilo Saúde in connection with its US$10 million Series A financing round with participation from GFC Global Founders Capital GmbH, SoftBank Latin America Fund, Tau Ventures, MAYA Capital, and Canary Ventures (January 2022).°

• Advised DiviBank in connection with its US$3.6 million Series Seed financing round led by Better Tomorrow Ventures (BTV) with participation from Maya Capital, Village Global, Clocktower Ventures, Magma Partners, Gilgamesh Ventures, Rally Cap Ventures, Alumni Ventures Group, among others (May 2021).°

• Advised the lead investor, Valor Venture, in connection with its investment in Agrolend’s US$14 million Series A financing round with participation from Continental Grain Company, SP Ventures, Provence Capital, Barn Invest, among others (December 2021).°

M&A & General Corporate

• Advised Conexa Saúde in connection with its equity-for-equity merger with Zenklub, a Portuguese company with operations in Brazil (October 2023).°

• Advised QuintoAndar in its acquisition of Buenos Aires-based Navent Group (May 2022).°

• Advised clients on matters related to the distribution of marketing materials to potential investors in Brazil, including providing an overview of the Brazilian securities regulatory framework (2017).°

• Advised Gafisa S.A. in connection with the distribution by Gafisa to its shareholders of the common shares of Construtora Tenda S.A., including the preparation of an information statement filed with Securities and Exchange Commission relating to the distribution (March 2017).°

• Advised Banco Bradesco S.A. in connection with its acquisition of 100% of the equity capital of HSBC Bank Brasil S.A. – Banco Múltiplo and HSBC Serviços e Participações Ltda. in the amount of approximately US$5.0bn. With the acquisition, Bradesco assumed all of HSBC’s operations in Brazil, including retail, insurance, and asset management, as well as all branches and clients (July 2016).°

• Advised Policard Group and its stockholders in connection with a corporate reorganisation and sale of part of their equity interest in Policard to Up Group (formerly Groupe Chèque Déjeuner) (Confidential – January 2016).°

• Advised Mafra Group and its stockholders in connection with a corporate reorganisation and sale of part of their equity interest in CM Hospitalar S.A. to Diagnósticos da América S.A (Confidential – January 2016).°

• Advised Casino Group in connection with a cross-border restructuring of e-commerce business of certain subsidiaries of its Group (the Brazilian, Nova Pontocom Comércio Eletrônico S.A., and the French, Cdiscount S.A.). This project also included the Colombian branch Exito and some assets allocated in Asia in partnership with Big C Thailand and Bic Vietnam, all controlled by Casino Group. The result of such structuring was the incorporation of Cnova, in Netherlands, as the ecommerce arm of Casino Group. In a second stage, Cnova, then one of the largest global ecommerce companies, launched its IPO in NASDAQ (2014).°

°The above representations were handled by Mr. Fischer prior to his joining Greenberg Traurig, P.A.

Recognition & Leadership

Awards & Accolades

• Latin America Practice Group Deal Team Member, Latin Lawyer, 16th Annual Deal Awards, “M&A (Private Category),” for representing Brazilian real estate platform QuintoAndar in its acquisition of Buenos Aires-based Navent Group in a cross-border proptech deal.