Brazilian Bank Utilizes Caymans Merger Law

by Phillip Morton, Investors Offshore.com

28 June 2011

Ogier Cayman has acted as advisor to BTG Pactual in what is believed to be the first merger of a licensed financial institution using the revised merger provisions in the recently-enacted Companies (Amendment) Law 2011 in the Cayman Islands.

BTG Pactual S.A. is the leading Brazilian investment bank and is part of the BTG Pactual Group. BTG Pactual S.A. has operations in Brazil, New York and London and is the dominant asset and wealth manager in Latin America. BTG Pactual Group has been operating in Cayman since 1998 through its subsidiary BTG Pactual Banking Limited and holds a class-B banking licence.

The reorganization involved merging BTG Pactual Banking Limited into BTG Pactual S.A. with the result that banking operations are now conducted through a Cayman branch of BTG Pactual S.A. rather than by a subsidiary. Although the merger was completed under Cayman law, the surviving entity, BTG Pactual S.A., remains a Brazilian company. Prior to the amended merger provisions introduced in April 2011 it was only possible to merge a Cayman company with a foreign company if the surviving entity was a Cayman company.

“The ability of our client to complete this transaction and provide seamless service to its customers was enabled by the provisions in the amended Cayman Islands' legislation. The result is a new structure for BTG Pactual S.A. in the Cayman Islands that offers greater efficiencies to support the activities of its businesses around the world,” said Peter Cockhill, managing partner, who along with partner, James Bagnall and senior associate, Bradley Kruger, advised BTG Pactual S.A.

Joao Dantas, Executive Director of BTG Pactual S.A. added: “Our long-standing presence and relationship in the Cayman Islands is key for our international activities. This new structure will help to expand our businesses and products without, however, affecting the services we provide in the Cayman Islands.”

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