TRACK RECORD

Cross-border transactions for the acquisitions of controlling stake

We assisted, as Brazilian attorneys in coordination with a renowned international law firm, COFCO, a Chinese state-owned company and largest supplier of agricultural and food products and services in China, in two transactions for the multibillion dollar acquisitions of controlling equity interests in Noble Agri Limited, a company belonging to the Noble group from Hong Kong, and Nidera, an agricultural commodities global trading company with headquarters in the Netherlands.

International structured financing and refinancing transactions

We assisted, in coordination with a renowned international law firm, a syndicate of Japanese banks in the financing of a relevant Japanese corporate group – in the amount of approximately US$ 150 million – for the acquisition of various assets in the automobile industry owned by a European conglomerate. We also assisted in the subsequent refinancing of the transaction, by structuring guarantees and providing legal advice in issues related to Brazilian legislation.

Structuring of a new stock exchange in Brazil

Advise to a joint venture, made up of one of the largest stock exchanges in the world and a relevant Brazilian financial investment group, in the structuring of a new stock exchange and a new clearing and settlement house in Brazil. Our work consists of an extensive analysis of complex regulatory issues, the negotiation and preparation of all corporate and contractual documentation involved, and assistance in conducting proceedings with Comissão de Valores Mobiliários (Securities and Exchange Commission of Brazil) (CVM) and Banco Central do Brasil (Central Bank of Brazil) (BACEN), in order to obtain the operating licenses for the relevant entities.

Acquisition of the controlling stake and debt restructuring of distressed group of companies

Assistance to a renowned financial consulting firm, which focuses on companies in distress, in the structuring for investors of a corporate acquisition and debt refinancing of a conglomerate in the agricultural sector that was in the process of a judicial reorganization. The transaction represented one of the first and rare successful cases in the acquisition of stressed assets and granting of financing for companies in judicial reorganization in Brazil. We worked on the negotiation and drafting of all contractual and corporate documentation, as well as on the analysis of various issues related to judicial reorganization and tax matters.

Acquisition in the health sector

We assisted Notre Dame Intermédica Saúde S.A., one of Brazil’s largest vertically integrated hospital and health insurance operators, controlled by private equity giant Bain Capital, in the acquisition of 100% equity interest in Cruzeiro do Sul group, comprising a local health plan operator, a hospital and a clinical laboratory.

Acquisition in private auction

We assisted a renowned Brazilian financial advisor with notable expertise in the local distressed assets market in the structuring and acquisition for third party foreign investors of control over a data center and information technology company appraised at more than R$ 1 billion as recently as 2014. Such acquisition was carried out in a private auction held in the context of debt enforcement and foreclosure against secured assets.

Private Equity acquisition in the Northeast of Brazil

We assisted private equity powerhouse Vinci Partners in relevant minority investment in medical diagnostics center in the Brazilian Northeast, including an additional issuance of convertible bonds.

Reorganization of publicly-held corporation

We assisted Capital Group, a $1.4 trillion assets-under-management financial group and former largest minority and preferred shareholder of global mining giant Vale, in the context of Vale’s recent corporate reorganization intended to convert it into a stock-dispersed corporation and list its shares with special listing segment of B3 stock exchange, Novo Mercado.

• Securitization and Structured Finance

Our firm occupies a prominent position in the securitization and structured finance legal market and is recognized for its capacity to develop innovative and efficient legal structures in the most varied segments of the economy. This leading role is confirmed by our constant presence in the local specialized UQBAR ranking: since 2014 we have been named among the top five firms in the sector, both in number and size of transactions, and was positioned in 2015 in second and third places in the referred two categories.

Below is a description of our track record in certain specific industries:

Payment Systems: we worked on the structuring of securitization platforms, notably through credit receivables investment funds (FIDC), for various payment system companies, including five independent credit card issuers. Examples include the structuring of the investment fund Fundo de Investimento em Direitos Creditórios Nubank, and assistance in registering the fourth offer of senior quotas of the investment fund Ourinvest Fundo de Investimento em Direitos Creditórios Financeiros – Suppliercard, in an amount exceeding R$ 500 million.

Financial: assisting clients such as Banco BMG and Omni CFI, we worked on approximately a dozen securitization transactions involving financial credits, through both financial securitization companies and credit receivables investment funds (FIDC). A notable example is the legal structuring of the investment fund Fundo de Investimento em Direitos Creditórios Omni Veículos VIII, the first entirely adapted to CVM Rule nº 531/13, and bearing characteristics that became a reference in the market, with Integral Investimentos as its financial structurer and Banco Caixa Geral – Brasil and BES Investimento do Brasil as underwriters.

Real Estate: working in coordination with some of the most important securitization companies in the market, such as RB Capital and CIBRASEC, we assisted in the legal structuring of various issuances of real estate receivables certificates (CRI). The firm also worked on share offerings and structuring of real estate investment funds (FII). Relevant examples are the offering by RB Capital Securitizadora S.A. of CRI backed by real estate receivables resulting from complex lease agreements between BRF – Brasil Foods S.A., as lessee, and Fibra Participações S.A., as lessor, in an amount exceeding R$ 43 million, and the offering of shares issued by the investment fund Fundo de Investimento Imobiliário BTG Pactual Fundo de Fundos, in an amount exceeding R$ 500 million.

Automotive: we assisted in the structuring, share offerings and/or remodeling of FIDC and non-standardized credit receivables investment funds (FIDC-NP) intended to purchase performed, non-performed and future receivables of suppliers of Volkswagen. We also assisted in the structuring and share offer registration, in the amount of R$ 1 billion, of the investment fund Venda de Veículos Fundo de Investimento em Direitos Creditórios, which portfolio is composed of credits resulting from the sale of Renault and Nissan vehicles by the automobile manufacturers to their dealerships.

Factoring: we assisted in the structuring, remodeling and share offerings of over a dozen multi-assignor / multi-payer credit receivables investment funds (FIDC). The investment funds Sul Invest BRZ Fundo de Investimento em Direitos Creditórios Multissetorial and Fundo de Investimento em Direitos Creditórios da Indústria Exodus Institucional are two notable examples.

Distressed Loans: we worked on various transactions involving the acquisition of distressed loan portfolios, as well as in the structuring of non-standardized credit receivables investment funds (FIDC-NP) for this purpose. We also worked with Comissão de Valores Mobiliários (Brazilian Securities Commission) (CVM) to obtain a waiver for physical custody of the relevant loan documentation by custodians, which was of great importance to the industry. Among the projects advised by our firm, stands out the acquisition by Omni CFI of a credit portfolio of Banco Pecúnia S.A., at the time the Brazilian subsidiary of French bank Société Générale, which was later transferred to the investment fund Ellie Fundo de Investimento em Direitos Creditórios Não-Padronizados, invested by Omni CFI itself, as subordinate shareholder, and a company connected to the Credigy International group, as senior shareholder, in a transaction that involved R$ 600 million.

Infrastructure: we assisted in the modeling and structuring of financing transactions for the acquisition of locomotives by Ferrovia Centro-Atlântica S.A., a company then pertaining to the Vale group, through the issuance of debentures. The transactions involved, as a whole, an amount exceeding R$ 250 million.

• Fixed Income (National and International)

We provided advice to various investment banks and companies in dozens of transactions for the issuance of fixed income securities in Brazil, notably debentures and promissory notes. Among the underwriters advised by our firm, one can mention Itaú BBA, Bradesco BBI, BB-BI, Santander and HSBC. Among the issuers, CSN and Camargo Corrêa were advised in financing transactions that, altogether, surpassed the amount of R$ 2 billion.

We also provided advice in securities offerings abroad. Among them, stand out the issuances of senior, subordinated and short term notes by Banco BMG, which raised, altogether, in excess of US$ 1.4 billion, as well as a tender offer for the acquisition of subordinated notes of Banco BMG, in an amount exceeding US$ 100 million.

• Restructuring

On different occasions, we have been hired to advise in the renegotiation and/or restructuring of financing transactions or investment funds under adverse situations. Examples of such are the investment fund Fundo de Investimento em Direitos Creditórios Porto Forte Multissetorial and the real estate receivables certificates (CRI) issued by Companhia Província de Securitização de Créditos Imobiliários and backed against real estate receivables owed by Banco Rural.

• Assistance to Associations

We have been frequently requested to assist associations, such as Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais (ANBIMA) and Associação Nacional dos Participantes em Fundos de Investimento em Direitos Creditórios Multicedentes e Multissacados (ANFIDC) in discussions involving the impact of regulatory changes, public hearings and proposals for the development of the securitization and structured finance market.