INSOLVENCY, DEBT RESTRUCTURING AND TRANSACTIONS WITH DISTRESSED COMPANIES

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1 INSOLVENCY, DEBT RESTRUCTURING AND TRANSACTIONS WITH DISTRESSED COMPANIES

2 Judicial Insolvency Proceedings Stocche Forbes has a multi-disciplinary team offering top-tier legal expertise in all aspects impacting complex transactions involving insolvency proceedings, debt restructuring and distressed companies. Under the leadership of a group of partners with acknowledged expertise in insolvency, litigation, banking, M&A and real estate matters, our teams draw upon resources throughout the firm to deliver comprehensive and value added advice seamlessly, effectively and expeditiously. Under the leadership of Domingos Refinetti, widely recognized as an authority in the field, our insolvency and litigation teams are prepared to represent parties in all aspects of judicial insolvency proceedings, including in the preparation of the recovery plan and in the conduction of the judicial process throughout its several phases. The team has extensive experience in providing domestic and foreign creditors, including bondholders, with expert advice in formulating strategy in the context of, and in preparation for, such proceedings. We can also assist investors considering the opportunities offered by reorganization proceedings, such as in the acquisition of going concerns with protection from past liabilities and in the provision of DIP financing. Debt Restructuring and Workouts Stocche Forbes offers one of the leading structured finance practices in Brazil, with deep knowledge of financial products and of the banking and capital markets sectors, including keen awareness of the impact of debt defaults for creditors in light of prudential and other regulatory requirements. These credentials, coupled with our insolvency expertise, place the firm in a unique position to act in all forms of debt restructuring and workouts.

3 Transactions Involving Distressed Companies and Real Estate Assets Stocche Forbes M&A practice is led by partners who are recognized for being competent, proactive and creative, and with specific expertise in complex and multi-jurisdiction transactions. We have been involved in some of the most complex transactions recently completed in Brazil involving the sale of assets by distressed companies. In such engagements, we have been able to successfully apply our multi-disciplinary approach, with our corporate, insolvency, tax and banking/capital markets teams working seamlessly in an integrated manner. The firm also offers a top tier real estate practice, which is a key factor in structuring the acquisition of real estate assets held by distressed sellers or otherwise affected by insolvency proceedings or liens.

4 Judicial Reorganization Below is a list of representative transactions in which members of our insolvency team have been involved: Advising Energisa as the purchaser in the reorganization of the Rede Group of energy utilities, in a transaction that ultimately resulted in the acquisition of corporate control of the group and approval of its reorganization plan, and involving indebtedness in excess of R$ 6 billion (this transaction was awarded as Latin Lawyer s Deal of The Year Restructuring in 2014). Advising the bank syndicate in the renegotiation of the outstanding indebtedness and subsequent judicial reorganization of the Eneva group. Advising bondholders in the reorganization of Arantes, a major meatpacker with a total indebtedness in excess of R$1.2 billion. Advising Barclays and several bondholders in the judicial reorganization of Independência, a major meatpacker with a total indebtedness of more than R$ 3 billion, in which members of our team obtained a landmark court ruling ensuring the direct representation of each bondholder at the Creditors General Meetings (this transaction was awarded as Latin Lawyer s Deal of The Year Restructuring in 2010). Advising J.P. Morgan in the judicial reorganization of OGX. Advising Aerus, a relevant creditor of Varig Airlines with credits in excess of R$2 billion, in the context of the airline s reorganization process. Advising Air France as a creditor in the reorganization of Viação Aérea São Paulo VASP, actively participating both in the Creditors General Meetings and in Court, successfully dismissing VASP s attempt to stay an enforcement action commenced by Air France. Advising Multigrain as a creditor in the judicial reorganization of Companhia Albertina, a company in the sugar and ethanol business. Advising creditors in the judicial reorganization of the Moura Schwark group, a construction company. Advising creditors in the judicial reorganization of Pelkote, a paper manufacturer. Advising creditors in the judicial reorganization of Utilfertil, a producer of fertilizers. Advising Macmillan Publishers as creditor in the judicial reorganization of a local distributor. Advising IGB, manufacturer of Gradiente branded electronics, in its extrajudicial reorganization, that comprised the lease of assets to a newly established subsidiary which received new equity investments by Funcef, Petros, AFEAM and others.

5 Advising Petrobras Distribuidora, as a creditor in the judicial reorganization of Centrais Elétricas do Pará CELPA, in which the strategy outlined by our team contributed to an intervention by state-controlled Eletrobras and the payment of the debt in full. Advising IMCOPA, a major agribusiness company, in its judicial reorganization, involving a total debt of R$760 million. Advising shareholders and board members in Frigorífico Mondelli s judicial reorganization. Advising Parmalat Brasil in the drafting of the reorganization plan and in the negotiations with creditors, as well as in connection with collection lawsuits and segregation of liability between the companies of the same group. Advising Nolem, one of the largest producers and exporters of fruit in Brazil, in its judicial reorganization, leading the structuring and drafting of the reorganization plan, as well as the negotiations with the creditors.

6 Debt Restructuring Below is a list of representative transactions in which members of our banking and insolvency teams have been involved: Advising the lenders, led by an ad hoc steering committee formed by lenders, in the renegotiation of the $850 million facility to OSX-2 Leasing B.V., and in the amicable enforcement of the naval mortgage of the OSX-2 floating production storage offloading vessel. Advising lenders in the restructuring and take-out financing of R$2.8 billion in indebtedness of Prumo Logística S.A. for the construction of the Açu Superport. Advising lenders with respect to a Standby L/C for the long term financing of UTE Parnaíba Geração de Energia S.A., part of the Eneva group, in the context of Eneva s judicial reorganization process. Advising Mubadala Development Company and Trafigura, as controlling shareholders of Porto Sudeste do Brasil S.A., in the registered exchange offer of MMXM11 royalty bonds by MMX Mineração e Metálicos S.A. for newlyissued royalty securities from Porto Sudeste, in an estimated market value of R$4.6 billion. Advising Mubadala Development Company and Trafigura in the restructuring of a R$1.8 billion long term financing for Porto Sudeste do Brasil S.A. Advising OSX Construção Naval in the restructuring of its indebtedness (bonds in the amount of USD 500 million and project finances of approximately USD 1.3 billion). Advising an investor in the negotiation of a DIP financing to OGX. Advising Netuno, a major fish producer, in its corporate and financial restructuring, as well as in the renegotiation of its indebtedness. Advising Santander Asset Management in the restructuring of indebtedness in the amount of R$550 million arising out debentures issued by NET Serviços de Comunicação, the largest cable TV, internet and phone service provider in Latin America. Advising a lender syndicate in the debt restructuring of Frigorífico Frialto. Advising Doux Frangosul in the restructuring of its outstanding indebtedness. Advising homebuilder Klabin Segall in the restructuring of debentures in the amount of approximately R$800 million.

7 Transactions Involving Distressed Companies Below is a list of representative transactions in which members of our corporate and insolvency teams have been involved: Advising You, Inc., a home builder, in the offer to acquire specific assets in the context of the judicial reorganization of the Zacharias group. Advising Radar Propriedades Agrícolas in the offer to acquire assets in the context of the judicial reorganization of Agropecuária Arakatu. Asset tracing Our insolvency team also has expertise with asset tracing: Advising Banco Original in the tracing of assets of a debtor and its controlling shareholders, following allegations of fraud in the management of investment funds. Acting on behalf of the bankruptcy estate of Banco Santos in order to recover valuable pieces of art that were allegedly used in a money laundering by one of its former directors. In order to recover the assets, our team coordinated work throughout several foreign jurisdictions, dealing with the respective national central authorities in charge of judicial cooperation and with other creditors and buyers who claimed ownership of the pieces of art. Advising Autonomy Investments in the offer to acquire assets in the context of the judicial reorganization of the Paschoal Thomeu Group. Advising a potential investor in the judicial reorganization of Casa & Video. Advising TAM airlines in the judicial reorganization of Pantanal Linhas Aéreas and in the purchase of the corporate control of that company. Advising Vale s fertilizer division in the acquisition of real estate from the bankrupt estate of Cooperativa Agrícola de Cotia.

8 INSOLVENCY AND LITIGATION Domingos Fernando Refinetti Portuguese, English, Italian, French and Spanish. Dispute Resolution and Prevention Litigation / Arbitration Civil Law / Contracts Consumer Law and Product Liability Bankruptcy and Reorganization Asset Recovery Bachelor of Laws Degree from Faculdade de Direito da Universidade de São Paulo (USP). Specialization in Business Administration from the Business Administration School of São Paulo Fundação Getúlio Vargas. Member of the Brazilian Bar Association, International Bar Association, Turnaround Management Association; acted as Member of the Board of the Lawyers Association of São Paulo. Domingos Fernando Refinetti is a founding partner of the firm, with more than 25 years of experience in dispute resolution and prevention, representing clients in civil litigation, administrative proceedings and arbitration, with particular focus on civil, commercial, corporate, contractual, aviation and consumer law matters. He also has recognized expertise in bankruptcy and corporate reorganization. He was a senior partner at Machado, Meyer, Sendacz e Opice Advogados. Co-author of the book Money Laundering and Asset Recovery: Brazil, Nigeria, United Kingdom and Switzerland. The guide Chambers and Partners lists Domingos as a Band-1 attorney in litigation and in product liability, as well as a leading attorney in Bankruptcy and Reorganization. He is referred to as being widely praised by clients for his exceptional technical expertise in civil law and as an attorney who has strategic vision, is quick and efficient, and his work is of a very high quality. Rafael de Carvalho Passaro [email protected] Portuguese, English and Italian. Dispute Resolution and Prevention Litigation Arbitration Civil Law Contracts Consumer Law and Product Liability Bachelor of Laws Degree from Faculdade de Direito da Universidade de São Paulo (USP). Degree in Business Administration from Escola de Administração de Empresas de São Paulo Fundação Getúlio Vargas. Post Graduate Degree (Lato Sensu) in Civil Procedure from Facoltà Degli Studi di Firenze in Italy. Member of the Brazilian Bar Association, São Pauo Association of Lawyers and Brazilian Arbitration Commitee CBAr. Rafael de Carvalho Passaro is a founding partner of the firm, with more than 15 years of experience in dispute resolution and prevention, representing clients in civil litigation, administrative proceedings and arbitration, with particular focus on civil, commercial, corporate, contractual and consumer law matters. He was a partner at Machado, Meyer, Sendacz e Opice Advogados. The guide Chambers and Partners lists Rafael as a leading attorney in both litigation and arbitration and states that Rafael is admired for having the ability to understand the client s sense of urgency, as well as the technical expertise and preparation to respond accordingly as well as for being excellent at putting arguments forward and impressive in court. Rafael is also listed as one of the most admired attorneys in Brazil by the reputable publication Análise da Advocacia. Domingos is also listed as one of the most admired attorneys in Brazil by the reputable publication Análise da Advocacia.

9 DEBT RESTRUCTURING Paulo Padis Portuguese, English and Spanish Project Finance and Infrastructure Mergers and Acquisitions Regulated Industries and Public Law Bachelor of Laws Degree from Faculdade de Direito da Universidade de São Paulo (USP) Master of Laws Degree (LL.M.) from the London School of Economics Member of the Brazilian Bar Association. Paulo Padis is a founding partner of the firm, having acted for over 15 years in financial and corporate transactions involving companies and assets in the infrastructure, industrial and real estate sectors. Paulo was a partner of Souza, Cescon, Barrieu e Flesch Advogados and an international associate at Mayer Brown LLP, in Chicago and in New York. Paulo is recognized by Chambers and Partners as one of the leading lawyers in Brazil in the field of Project Finance, in which clients commented that Paulo has creative solutions and ample knowledge of the market and legislation (Chambers Latin America 2013) and a superior technical knowledge and commercial skills, and unequalled powers of persuasion (Chambers Global 2012). Marcos Castro [email protected] Portuguese and English Corporate Law Banking and Finance Capital Markets Mergers and Acquisitions Project Finance Bachelor of Laws Degree from Faculdade de Direito da PUC- Rio Master of Laws Degree (LL.M.) from University of Chicago - Law School Member of the Brazilian Bar Association. Marcos Leite de Castro is a partner of the firm, having practiced for over 15 years in corporate law matters, project finance and infrastructure projects, mergers and acquisitions, corporate restructurings and commercial contracts in general. Marcos was a partner at Lobo & Ibeas Advogados and a foreign associate at Jones Day in Washington, DC and New York. Marcos also acted as assistant general counsel of OSX Brasil S.A., a publicly-held corporation controlled by the EBX Group, with operations in shipbuilding, chartering and operation of platforms for the oil and gas offshore industry. International Financial Law Review also refers to Paulo as a leading attorney in Brazil. The IFLR Latin American Energy and Infrastructure 2013 Guide highlights Paulo in Banking and Finance, Infrastructure, Compliance, and Public Law.

10 M&A Luiz Felipe Costa Portuguese, English, Spanish and Italian Corporate Law Mergers and Acquisitions Private Equity Listed Companies Real Estate Corporate Law Corporate Litigation Bachelor of Laws Degree from Faculdade de Direito da Universidade de São Paulo (USP) Master of Laws Degree, Summa Cum Laude, in Corporate Law, from Faculdade de Direito da Universidade de São Paulo (USP) Member of the Brazilian Bar Association. Luiz Felipe Martins Costa is a founding partner of the firm, having acted for over 15 years in corporate law matters, mergers and acquisitions, public offerings resulting from acquisitions, corporate restructurings broad legal advisory to listed companies, and, notably, private equity transactions acting both on the buy and sell sides. Luiz Felipe, jointly with the real estate department, also provides legal advice in corporate restructurings of several real estate projects. Luiz Felipe has a comprehensive experience in the representation of shareholders, managers and companies in administrative proceedings before the Brazilian Securities Exchange Commission CVM, as well as in litigation and arbitration of corporate disputes. Luiz Felipe was a partner of Machado, Meyer, Sendacz e Opice Advogados. Luiz Felipe is recognized by Chambers and Partners as one of the main acting lawyers in Brazil in the Corporate Law and Mergers & Acquisitions areas, having been referred to by the publication as a very intuitive lawyer and negotiator (Chambers Latin America 2013) and a great negotiator with that ability to get the client s best interests to prevail while making the deal happen (Chambers Global 2012). Flavio Meyer [email protected] Portuguese and English Corporate Law Mergers and Acquisitions Private Equity Listed Companies Corporate Disputes in Administrative Proceedings Bachelor of Laws Degree from Faculdade de Direito da Universidade de São Paulo (USP) Master of Laws Degree (LL.M.) from the University of Chicago Member of the Brazilian Bar Association. Flavio Meyer is a founding partner of the firm, having acted for over 15 years in corporate law matters, mergers and acquisitions, public offerings of both equity and debt instruments, corporate restructurings, broad legal advisory to listed companies, and private equity transactions both on the buy and sell sides. Flavio has a comprehensive experience in the representation of shareholders, managers and companies in administrative proceedings before the Brazilian Securities Exchange Commission CVM. Flavio was a partner of Machado, Meyer, Sendacz e Opice Advogados and an associate of Cleary Gottlieb Steen & Hamilton LLP, in New York. Flavio is recognized by Chambers and Partners as one of the main active lawyers in Brazil in the Corporate and Mergers & Acquisitions areas, having been referred to by the publication as someone who impresses clients and peers with his great experience, talent and dedication (Chambers Latin America 2013), as well as business-minded, extremely straightforward and a pleasure to work with (Chambers Global 2012).

11 REAL ESTATE Alexandre Laizo Clápis Portuguese Real Estate Real Estate related administrative and judicial proceedings Bachelor of Laws Degree from Universidade Mackenzie, São Paulo, SP. Postgraduate degree from Pontifícia Universidade Católica de São Paulo PUC/SP (Master in Civil Law); Universidade de Coimbra, Portugal (Lato Sensu Specialist in Property Law); Pontifícia Universidade Católica de Minas Gerais, Belo Horizonte (Lato Sensu Specialist in Register Law). Member of the Brazilian Bar Association and Legal Director of the Real Estate Syndicate (Secovi). Alexandre Laizo Clápis has over 15 years of experience in Real Estate law. He was an officer at the 13th Real Estate Registry of São Paulo for eight years, thus having ample knowledge in the field of Real Estate registry law. He is the author of several papers published in technical publications. From 2008 to 2012, Clápis was a partner at Machado, Meyer, Sendacz e Opice. During this period, he worked in the structuring of major real estate projects of Brazil. Clápis is acknowledged as a leader in his area of expertise by the publication Chambers and Partners Latin America, in which he is described as an exceptional professional, very attentive and with great knowledge and who adds value due to his indepth knowledge of Real Estate law and the demands of a big Real Estate project.

12 São Paulo Centro Empresarial Cidade Jardim Av. Magalhães de Castro 4800 Edifício Park Tower Torre 2 18º andar São Paulo SP - Brazil Rio de Janeiro Rua da Assembleia 10 sala Centro Rio de Janeiro RJ - Brazil