MERGERS & ACQUISITIONS AND CORPORATE LAW

Transcription

1 MERGERS & ACQUISITIONS AND CORPORATE LAW This report highlights some of the most representative transactions in which our mergers & acquisitions and corporate team has been recently involved.

2 Mergers & Acquisitions and In the last two years, our M&A team has been involved in more than 100 transactions, for a total deal value in excess of R$28 Billion, spanning multiple economic sectors and industries. The firm is also consistently ranked in the top positions by the most prestigious independent rankings, and has been nominated and awarded for its role in complex transactions. In addition to our extensive M&A work, we offer day-to-day corporate and securities advice to listed companies. Our corporate and M&A team currently comprises over thirty legal professionals between our São Paulo and Rio de Janeiro offices. AGRIBUSINESS BRASIL FOODS We advised BRF S.A., one of the world s largest food companies, in the acquisition of the pork processing division of FRS S.A. Agro Avícola Industrial, in a transaction involving R$200 million. BRASIL FOODS We advised BRF S.A. in the sale of the assets acquired from FRS S.A. Agro Avícola Industrial to JBS Aves Ltda., in a transaction involving R$200 million. CGG TRADING We advised CGG Trading S.A. and Belarina Alimentos S.A. in the negotiation of three sequential M&A transactions, involving Belarina Alimentos S.A., including a debt-to-equity conversion. MINERVA / BRF We advised Minerva S.A., one of Brazil s largest meatpackers and listed in the São Paulo Stock Exchange, in the acquisition of the live cattle division of BRF S.A., including the negotiation of a shareholders agreement between BRF and the controlling shareholders of Minerva S.A. The transaction was valued at approximately R$300 million. VANGUARDA AGRO We advised Vanguarda Agro S.A., one of the largest agribusiness corporations in Brazil and listed in the São Paulo Stock Exchange, in a capital increase in the amount of R$350 million, subscribed by Gávea Investimentos and certain of its major shareholders. FROOTY We advised Pátria Investimentos in the acquisition and subscription of 50% of the voting capital stock and 31.2% of the total capital stock of Frooty Comércio e Indústria de Alimentos S.A., market leader in the sale of açaí. EDUCATION ABRIL EDUCAÇÃO We advised Tarpon Gestora de Recursos S.A., in the acquisition of a 19.91% stake of Abril Educação S.A., a major Brazilian education company, listed in the São Paulo Stock Exchange, for approximately R$610 million. FINANCIAL SERVICES BANCO SANTANDER We advised Banco Santander (Brasil) S.A. in the sale of the equity stake held by telecom company Oi S.A. in Rio Alto Gestão de Créditos e Participações (a subsidiary of Oi that manages overdue credits), in a transaction involving EUR 400 million. Fitta Corretora We advised the shareholders of Grupo Fitta in the structuring and implementation of the transfer of foreign-exchange assets to Corretora Western Union. Fitta Corretora We advised the shareholders of Grupo Fitta in the structuring and implementation of the transfer of certain assets of its gold-related activities to Banco Paulista. INFRASTRUCTURE, MINING AND METALS BRAZIL/BOLIVIA GAS PIPELINE We advised EIG Global Energy Partners in the acquisition of a controlling stake in Transportadora Gasoduto Brasil-Bolivia S.A., the company that operates the Bolivia-Brazil gas pipeline. EDF ELECTRICITÉ DE FRANCE We advised EDF Electricité de France in the acquisition of the equity stake held by Petroleo Brasileiro S.A. Petrobras in the thermoplant Usina Termeletrica Norte Fluminense S.A, in a transaction involving R$175 million. HIGHLINE We advised Highline do Brasil Infraestrutura Telecomunicações S.A. (investment vehicle owned by P2 Brasil an held by Pátria Investimentos and Promon) in an investment company of a joint venture between Radio e Televisão Bandeirantes Ltda. and Highline do Brasil, for the rendering of infrastructure services to telecommunication companies. MARINA DA GLORIA We advised Dignitus, an Asustralian investment company, in the acquisition of a 40% stake in BRM Holding de Investimento Glória S.A., a company that is the indirect holder of the concession rights for the exploration of Marina da Glória, in Rio de Janeiro, Brazil. Marina da Glória will host the sailing events of the 2016 Summer Olympics and the 2016 Summer Paralympics. MMX We advised Mubadala Development Company PJSC in the acquisition of a 10.4% stake in the capital stock of MMX Mineração e Metálicos S.A., which develops mining projects, in a transaction involving US$100 million. OMEGA ENERGIA We advised the shareholders of Asteri Energia S.A., a company that invests in a wind farm and a hydro plant, in the sale of its preferred shares, representing 34% of its capital stock, to Omega XPI Fundo de Investimento em Infraestrutura, in a transaction involving R$105.4 million. PORTO DO DELTA WINDFARM We advised Zeta Energia S.A. (an affiliate company of Omega Energia S.A.) in the acquisition of a wind farm project with over kW of installed capacity in the State of Piauí, Brazil. PORTO SUDESTE We advised Mubadala Development Company PJSC and Trafigura Pte. Ltd. in the acquisition of a 65% stake in the capital stock of Porto do Sudeste do Brasil S.A., the iron ore bulk terminal developed by MMX Mineração e Metálicos S.A., in a transaction involving US$400 million in equity investments and US$2.3 billion in undertaken liabilities. REDE ENERGIA We advised Energisa S.A., one of Brazil s largest power utilities, in the acquisition of the holding companies and their subsidiaries, directly or indirectly held by Rede Energia S.A., the largest Brazilian power distributer, which was in bankruptcy proceedings, in a transaction involving R$1.95 billion in debt assumption. RIO LINHAS AÉREAS We advised Empresa Brasileira de Correios e Telégrafos, Brazil s postal company, in the acquisition of a 49.99% stake in the air freight company Rio Linhas Aéreas S.A. SUL AMERICANA METAIS We advised Votorantim Novos Negócios Ltda. in the sale of the totality of its shares of Sul Americana Metais S.A. to Chinese investors LIT Mining, LIT Tele and Honbridge, in a transaction involving R$780 million. TAESA SANTANDER - We advised Santander in the dismemberment of its minority equity stake from Transmissora Aliança de Energia Elétrica S.A. (TAE- SA) s controlling shareholder block, as well as in the structuring of the sale of such equity by means of stake in the market, in a securities exchange. ZURICH AIRPORT We advised Zurich Airport in the incorporation of a joint venture with CCR S.A. and the Munich Airport, to control the concession for the Belo Horizonte International Airport, valued at R$3.1 billion.

3 Mergers & Acquisitions and MANUFACTURING REAL ESTATE APS STAKE FANTECH We advised APS Stake in the acquisition of equity interests in Fantech Tecnologia em Sistemas de Ventilação Ltda., a manufacturer of industrial cooling and ventilation systems. DIAFRAG We advised the shareholders of Diafrag Indústria e Comércio de Motopeças Ltda. in the sale of the company to Westinghouse Air Brake Technologies Corporation Wabtec. KOHLER We advised Kohler Co. in the acquisition of the totality of Fiori Cerâmica Ltda., manufacturer of sanitary ware, vitreous, faucets and sinks for the bath/kitchen market segments. ORONA MOBILITY We advised Orona Holding S.A., a Spanish company dedicated to designing and developing mobility equipment, including elevators, escalators and moving walkways, in the acquisition of a 55% stake in the capital stock of AMG Holdings. SMITH & NEPHEW We advised Smith & Nephew, a Fortune 500 company, in the acquisition, from Politec Importação e Comércio Ltda., of its division involved in the distribution of Smith & Nephew products in Brazil. SMITH & NEPHEW We further advised Smith & Nephew in the acquisition, from PCE Importação, Comércio e Manutenção de Material Cirúrgico Ltda. and from Casa Brasil Importação, Comércio e Manutenção de Materiais Cirúrgicos Ltda., of their respective divisions involved in the distribution of Smith & Nephew products in Brazil. UNICOBA We advised One Equity Partners in the subscription of new shares issued by Unicoba Holding S.A., the holding company of the Unicoba group, manufacturer of lighting, electronic and IT products, in an investment of up to R$150 million. VALPRO JOINT-VENTURE We advised Progen Projetos Gerenciamento Engenharia Ltda. in the joint venture with Metso Paper South America Ltda. to develop activities related to the rendering of construction management services for the paper and pulp industry. ALPHAVILLE URBANISMO We advised Pátria Investimentos and Blackstone - AE Investimentos e Participações S.A. in the acquisition of a 70% stake in the capital stock of Alphaville Urbanismo S.A., the leading urban real estate community development company in Brazil, from Gafisa S.A., in a transaction involving R$ billion. BHG S.A. We advised BHG S.A. Brazilian Hospitality Group, a leading hospitality company listed in the São Paulo Stock Exchange, in the acquisition of several units of The Capital Hotel and its managing company. CAMARGO CORRÊA We advised Camargo Corrêa Desenvolvimento Imobiliário S.A. in the corporate restructuring of the entities developing the Shopping Cidade São Paulo project for Cyrella Commercial Properties S.A. Empreendimentos e Participações, in a transaction involving R$291 million. EZ TOWERS We advised São Carlos Empreendimentos e Participações S.A. in the acquisition of Tower A of the EZ Towers complex, located in the City of São Paulo, in a transaction involving R$564 million. JK IGUATEMI SHOPPING MALL We advised WTorre S.A. in the sale of its equity stake in JK Iguatemi Shopping Mall, the largest luxury shopping mall in São Paulo, to Iguatemi Empresa de Shopping Centers S.A. and Adeoti Empreendimentos Imobiliários Ltda. (an investment vehicle of the American pension fund TIAA-Craf) for an aggregate amount of US$636 million. LAGOA CORPORATE We advised Lagoa Investimentos Imobiliários e Participações S.A. in the sale of 100% of the capital stock of the company that owns Lagoa Corporate Building, located in the City of Rio de Janeiro, to Kinea Renda Imobiliária Fundo de Investimento Imobiliário FII, in a transaction involving R$300 million. NORCON ROSSI We advised Norcon Rossi Empreendimentos S.A. in the negotiation of a joint venture with Paladin NRP Investors (Brazil), LLC in a specific purpose vehicle that will develop at least two real estate projects in the City of Aracaju, State of Sergipe, Brazil. RCC LEBLON - We advised Mubadala Development Company PJSC in the acquisition of a 79.2% stake in the capital stock of RCC Leblon Incorporadora S.A., which develops real estate projects. TENCO SHOPPING CENTERS We advised Shoppings do Brasil Investimentos e Participações S.A. (an investment vehicle of Patria Investimentos Ltda.) in the negotiation of an investment of up to R$765 million in Tenco Shopping Centers S.A. YOU INC. 1. We advised You Inc. Incorporadora e Participações S.A. in the joint venture with Paladin Realty to develop real estate projects in the São Paulo area. 2. We also advised You Inc. with the renegotiation of the joint venture terms and conditions and the financing of Debentures in the amount of approximately R$68 million.

4 Mergers & Acquisitions and RETAIL AND CONSUMER PRODUCTS BODY STORE We advised Body Store S.A. and Body Store Franchise S.A. in the sale to The Body Shop International Plc. of a 51% stake in the capital stock of both companies. CLESS COSMÉTICOS We advised One Equity Partners, in the acquisition of a minority stake in Cless Comércio de Cosméticos, a local comestics company. EATALY We advised St. Marché, a local supermarket chain, in the creation of a joint venture with Eataly USA LLC, in order to open stores of the Eataly chain in Brazil. FASANO We advised JHSF Participações in the acquisition of an equity stake in the specific purposes companies which operate Fasano Family restaurants. ALLIED We advised the shareholders of Allied S.A., the largest provider of technological products in Brazil, acting in the mobile phone, IT and photographic industries, in the sale of a controlling stake to private equity fund Advent International, in a transaction involving R$750 million. SERVICES IMX We advised Mubadala Development Company PJSC in the acquisition of a 50% stake in the capital stock of IMX Holdings S.A., which owns a controlling stake in the IMX group companies, an entertainment services provider. GRUPO ELFA We advised San Felice Participações S.A. (an investment vehicle of Pátria Investimentos Ltda.) in a transaction for the acquisition of a controlling stake in Elfa Participações e Administração S.A. and, indirectly, in Elfa Medicamentos Ltda. in a transactions involving R$139 million. PROGEN ENGINEERING We advised the founding shareholders of Progen Projetos Gerenciamento e Engenharia S.A. in the subscription, by BNDESPAR, of newly issued preferred shares representing 10% of the company s capital stock. PRUMO (former LLX) - We advised Mubadala Development Company PJSC in the acquisition of a 10.52% stake in the capital stock of Prumo Logística S.A., which is a logistics services provider. TENSOR We advised Grupo Tensor Equipamento S.A., a company that loans civil construction equipment, and its selling shareholders, in the sale of a controlling stake to BSM Engenharia S.A. TECHNOLOGY SCOPUS We advised the Bradesco Group in the sale of 100% of the capital stock of Scopus Tecnologia Ltda., renderer of support and maintenance services of hardware and software, to IBM s subsidiary in Brazil. ACCERA SISTEMAS ESTRATÉGICOS We advised the private equity fund Innova Fundo de Investimentos em Participação in its acquisition of a minority stake in ACCERA Sistemas Estratégicos S.A., a supply chain IT solutions company. BAIDU We advised Baidu, a Chinese company, holder of the world s second largest websearch engine, in the acquisition of Peixe Urbano Web Serviços Digitais Ltda., a Brazilian company acting in the discounted ecommerce industry. COMPROVA.COM We advised the shareholders of Comprova.com Informática S.A., Brazil s leading digital signature platform and digital certificate authority, in its sale to DocuSign Inc. I.SYSTEMS We advised Fundo Pitanga in the subscription of shares representing 10% of the capital stock of I.Systems Automação Industrial S.A., an automation software company. MOVILE We advised Innova Capital, a private equity fund, in the acquisition of an equity stake of approximately 13% in the capital stock of Compera Spain, SLU, and its Brazilian subsidiary, Movile Serviços de Internet Móvel. NEWAGE SOFTWARE We advised Fanta Empreendimentos e Participações Ltda. in the sale of 100% of the capital stock of Newage Software S.A. to Toutatis Serviços, Treinamentos e Informações S.A. SYNAPSIS - We advised Tivit Terceirização de Processos, Serviços e Tecnologia S.A. in the acquisition of RW IT Latam Holding and its subsidiaries, which own the Synapsis group companies, an IT services provider which operates in Chile, Colombia, Argentina, Brasil, Peru, Panama and Ecuador, in a transaction involving US$108,7 million. TECNOPAGO PAYMENT SYSTEMS We advised EFT Group, S.A. in the acquisition of Tecnopago S.A. TIVIT TECNOLOGIA We advised Tivit Terceirzação de Processos, Serviços e Tecnologia S.A. in the acquisition of 100% of the capital stock of WorkImage Ltda. and WorkFile Ltda. TELECOMMUNICATIONS CABO NATAL We advised ACON Investments, in the acquisition of Cabo Serviços de Telecomunicações Ltda., a cable TV company based in the city of Natal, State of Rio Grande do Norte. VIDEOMAR We advised ACON Investments in the acquisition of an equity stake of up to 100% of Videomar Rede Nordeste S.A., a cable TV company based in the city of Fortaleza, State of Ceará.

5 Mergers & Acquisitions and André Stocche Corporate Disputes in Administrative Proceedings Universidade de São Paulo (USP) Masters in Laws Degree (LL.M.) from the University of Chicago Member of the Brazilian Bar Association. André Stocche 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, remarkably, private equity transactions both on the buy and sell sides. André has a comprehensive experience in representing shareholders, managers and companies in administrative proceedings before the Brazilian Securities Exchange Commission CVM. André was an international associate of Milbank, Tweed, Hadley and McCloy, in New York. André 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 very patient, focused, pro-deal and easy to work with ; very hands on, available, and he knows the clients business quite deeply (Chambers Latin America 2015) and as being an extremely intelligent, dedicated and unflappable lawyer (Chambers Global 2012). The Who s Who Legal and The Legal 500 also nominates André as one a leading attorneys in Brazil. Flavio Meyer [email protected] Corporate Disputes in Administrative Proceedings Universidade de São Paulo (USP) Masters in 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 representing shareholders, managers and companies in administrative proceedings before the Brazilian Securities Exchange Commission CVM. Flavio was 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 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). The Legal 500 also refers to Flavio as a leading attorney in Brazil. Luiz Felipe Costa [email protected] Portuguese, English, Spanish and Italian Real Estate Corporate Litigation Bachelor of Laws Degree (LL.B) from Faculdade de Direito da Universidade de São Paulo (USP) Masters in Laws Degree (LL.M.), Summa Cum Laude, in, from Faculdade de Direito da Universidade de São Paulo (USP) Member of the Brazilian Bar Association. Luiz Felipe 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, remarkably, 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 representing of shareholders, managers and companies in administrative proceedings before the Brazilian Securities Exchange Commission CVM, as well as in judicial and arbitral litigation involving corporate dispute. Luiz Felipe is recognized by Chambers and Partners as one of the main acting lawyers in Brazil in the and Mergers & Acquisitions areas, having been referred by the publication as a very smart, quick and knowledgeable attorney (Chambers Latin America 2015) and a great negotiator with that ability to get the client's best interests to prevail while making the deal happen (Chambers Global 2012). The Legal 500 and Who s Who Legal also refer to Luiz Felipe as a leading attorney in Brazil.

6 Mergers & Acquisitions and Fabiano Milani Fernanda Cardoso Guilherme Forbes Paulo Padis Portuguese, English and Spanish Corporate Disputes Administrative Proceedings Pontifícia Universidade Católica de São Paulo (PUC/SP) Masters in Laws Degree (LL.M.) from the University of Pennsylvania Member of the Brazilian Bar Association and New York State Bar. Fabiano Milani is a founding partner of the office, having acted for over 14 years in corporate law matters, mergers and acquisitions (primary and secondary transactions), cross-board transactions involving Latin America countries, broad legal advisory to listed companies, and, remarkably, private equity transactions acting both on the buy and sell sides. Fabiano has recognized experience in representing shareholders, managers and companies in administrative proceedings before the Brazilian Securities Exchange Commission CVM. Fabiano was an in-house counsel of Wyeth Pharmaceuticals, Inc. (current Pfizer Inc.), located in Pennsylvania, United States, responsible for coordinating legal matter relating to Latin America countries. Fabiano is recognized by Chambers and Partners as one of the main acting lawyers in Brazil in the and Mergers & Acquisitions areas, whose clients commented that Fabiano is great lawyer, who has helped me to handle different and complex situations. He is a very creative lawyer. and he is balanced, good, technical, wise and constructive. (Chambers Latin America 2015). The Legal 500 and also refer to Fabiano as a leading attorney in Brazil. Practice: Corporate Disputes in Administrative Proceedings Universidade de São Paulo (USP) Masters in Law Degree (L.L.M) from the London School of Economics Member of the Brazilian Bar Association. Fernanda Cardoso is a 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, remarkably, private equity transactions both on the buy and sell sides. Fernanda has a comprehensive experience in representing shareholders, managers and companies in administrative proceedings before the Brazilian Securities Exchange Commission CVM. Fernanda is recognized by The Legal 500 as one of the main active lawyers in Brazil in the Corporate and Mergers & Acquisitions areas, having been referred to by the publication as an excellent professional', very diligent, who works closely with clients. Project Finance and Infrastructure Regulated Industries and Public Law Universidade de São Paulo (USP) Masters in LawsDegree (LL.M.) from the London School of Economics Member of the Brazilian Bar Association. Guilherme Forbes is a founding partner of the firm, having acted for over 15 years in financial and corporate transactions involving companies and assets in infrastructure, industrial and real estate sectors. Guilherme was an international associate at Dewey Ballantine LLP, in New York. Guilherme is recognized by Chambers and Partners as one of the leading lawyers in Brazil in the fields of Project Finance and Energy and Natural Resources, having been described by the publication as follows: He is a complete lawyer; able to deal with complex technical issues and at the same time provide the dynamism that business operations require, a top-notch problem-solving attorney. He combines the right mix when identifying issues (Chambers Latin America 2015) and creative, skillful negotiator, business-oriented and technically impeccable (Chambers Latin America 2013) and he s straightforward and gives you answers rather than conditions; there are no ifs and buts (Chambers Global 2012). International Financial Law Review, The Legal 500 and Who s Who Legal also refer to Guilherme as a leading attorney in Brazil. Infrastructure and Project Finance Banking and Finance Regulated Industries and Public Law Bachelor Laws Degree (LL.B.) from Faculdade de Direito da Universidade de São Paulo (USP) Masters in 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 infrastructure, industrial and real estate sectors. Paulo was and an international associate at Mayer Brown LLP, in Chicago and 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 is very skilled, very capable and he provides excellent counsel (Chambers Latin America 2015) and a superior technical knowledge and commercial skills, and unequalled powers of persuasion (Chambers Global 2012). International Financial Law Review and The Legal 500 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.

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