Lacaz Martins, Halembeck, Pereira Neto, Gurevich e Schoueri Advogados has advised Prosperitas Investimentos, one of the largest fund managers of private credit and private equity in Brazil, in what newspapers are calling the "biggest real estate transaction" in the country′s history - the acquisition of 30 of the 42 properties held by real estate company Bracor.
Machado, Meyer, Sendacz e Opice Advogados was involved in the review of some the legal documents from the beginning on behalf of Bracor, with further counsel being sought from Barbosa Müssnich & Aragão in the later stages of the deal.
The acquisition, worth US$1.4 billion, closed on 19 January in less than two months after its announcement, despite Lacaz Martins needing to conduct detailed due diligence of 30 special purpose vehicles involved in the transaction.
Lacaz Martins partner José Paulo Marzagão who coordinated the due diligence on all the companies, says that while the deal only involved Bracor and Prosperitus, it was giving added complexity by the requirement of balancing a wide range of interests involved in the deal - including foreign investors, Banco Bradesco and the late entry of Barbosa Müssnich to structure the equity investment.
"It was a challenge, but we′re talking about special purpose companies investing in real estate in Brazil so the major points were contractual aspects...and financing agreements", adding, "Because of the short time frame, we were receiving documents until the last day of closing, so we had to be very tight and very organised. It′s not unusual for this to happen post-closing, but the size of the transaction and the short timeframe meant we had less time to collect the documents and review."
Flavio Augusto Picchi, an associate at Lacaz Martins, agrees, saying that as well as the number of interested parties, the tight timeframe was made all the more challenging by the timing of the deal over the Christmas period.
Counsel to Prosperitas Investimentos
- Lacaz Martins, Halembeck, Pereira Neto, Gurevich e Schoueri Advogados
Partner José Paulo Marzagão and associates Tito Feliciano Malta, Ludmila Arruda Braga, Flavio Augusto Picchi, Ana Cristina Nogueira Rocha and Leticia Yumi Marques
Counsel to Bracor
- In-house counsel - Camilla Osborn Noguiera and Diogo Gabriel Alvarez
- Machado, Meyer, Sendacz e Opice Advogados
Partners Adriana Pallis, Tiago Espellet Dockhorn and Alexandre Laizo Clápis and associates Juliana Bastianello Baldin and Ricardo Maito
- Barbosa Müssnich & Aragão
Partner Mauro Teixeira Sampaio