Areas of Practice

Project Finance

Agribusiness

We provide legal support in the structuring and implementation of financing for agricultural and agro-industrial projects. We work in collaboration with financial institutions and investors to ensure that the contracts and agreements comply with sector regulations, and we also provide support in economic feasibility analyses and in the negotiation of key terms. Our work includes drafting and negotiating the contracts and the debt and security instruments within the scope of the financing, including full recourse, non-recourse, and limited recourse guarantees, as well as preparing the documents necessary for the incorporation of special purpose entities (SPEs) and joint ventures, and governing the interests of the parties.

Work Highlights

We advised clients on the financing of agricultural and agro-industrial projects in Brazil, including obtaining financing from the Brazilian Development Bank (BNDES) and granting non-recourse guarantees structured on the basis of the proceeds from the harvests

Jessica Filka
Jessica Filka

Counsel

Food & Beverage

We provide legal support in structuring and implementing project finance, including drafting and negotiating the contracts and the debt and security instruments within the scope of the financing. Our work also encompasses preparing the necessary documentation for the establishment of special purpose entities (SPEs) and joint ventures, as well as the shareholders’ or quotaholders’ agreements governing the interests of the parties involved in the projects.

Work Highlights

We advise clients in structuring projects aimed at increasing the production and commercialization of food and beverages and at obtaining appropriate financing for the implementation of their expansion

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

Consumer Goods & Retail

We act in the structuring and implementation of financing for consumer goods and retail projects, aligned with omnichannel logic, store expansion, dark stores, and automated distribution centers. We assist with supply chain finance, vendor finance, and inventory-as-collateral structures. We draft and negotiate bank credit notes (CCBs), commercial notes, debentures, FIDCs, and receivables securitizations, as well as sale-leasebacks and operating leases of stores and logistics centers. We implement security packages, escrow accounts, receivables waterfalls, and operating covenants (inventory levels, SLAs with 3PLs, turnover), with ESG metrics. We structure B2B partnerships with marketplaces, franchisors, and logistics players, shareholders' and partners' agreements, and fit-for-purpose governance. We advise on cross-border fundraising. We implement operational contingency structures. We support end-to-end negotiation, from term sheet to closing, managing conditions precedent and cash flow stress tests.

Work Highlights

We advised clients on the structuring of projects aimed at increasing the production and sale of consumer goods and on obtaining suitable financing for the implementation of expansion projects

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Energy

Structuring of long-term financings for acquisitions, infrastructure development, and the expansion of operations.

Work Highlights

We advised an IOC with activities in Brazil on a USD 340 million financing to fund its operations and the acquisition of interests in oil fields outside Brazil

We advised an IOC on the financing related to the acquisition of onshore oil production assets in the amount of USD 1.2 billion, including the due diligence process for the lenders, as well as the negotiation and review of the crude oil purchase agreements and the security instruments

We advised an IOC with activities in Brazil on the issuance of Second-Priority Guaranteed Senior Secured Notes in the international capital markets, in the total amount of USD 350 million

Alexandre Calmon
Alexandre Calmon

Partner

Henrique Rojas
Henrique Rojas

Partner

Marcelo Frazão
Marcelo Frazão

Managing Partner

Jessica Filka
Jessica Filka

Counsel

Life Sciences & Healthcare

Venture capital is fundamental to financing the Life Sciences and Healthcare sector. Working with fast-growing companies and their investors requires a strategic and differentiated approach, especially given the industry's constant dynamics. We recognize the complexities and unique challenges these organizations face and, in line with our clients' reality, we offer tailored, pragmatic, and accessible guidance that fosters both growth and innovation while simultaneously ensuring regulatory compliance and the full protection of their interests. For investors, our expertise focuses on identifying promising opportunities and maximizing returns, managing innovations that align with their strategic goals over both short- and long-term horizons. For emerging companies, we provide comprehensive advice ranging from fundraising to preparation for internationalization and initial public offerings (IPOs), guiding them through this complex landscape that is nonetheless full of opportunities. We seek to create lasting value through close collaboration and a deep understanding of each client's needs.

Work Highlights

We worked with a renowned biotechnology company seeking to expand its operations in Brazil after raising investment abroad. We provided tailored, practical guidance, ensuring regulatory compliance and the protection of the company's interests. We identified promising opportunities and prepared a strategic plan for the investors, aimed at maximizing returns. In addition, we provided comprehensive advice, assisting with fundraising, preparation for future IPOs, and the internationalization of the business. Our approach allowed the company to position itself strongly and competitively in the Brazilian market

We worked with a medtech seeking to raise funds through a convertible loan in order to finance its growth without compromising its capital structure. Our team worked side by side with the startup to structure an attractive deal, setting out clear terms such as liquidity events and conditions for conversion. We advised the company on the legal and tax implications. We highlighted the growth opportunities in the healthcare sector and the innovation brought by the technology developed when presenting the loan to investors

We assisted a leading company in cloud-connected medical devices in the acquisition, through venture capital, of the largest Brazilian distributor specializing in sleep apnea and respiratory therapy products. Our advisory services covered critical risk areas in the sector, including corporate structure, strategic alliances, tax optimization, labor considerations, environmental liability, regulatory compliance, intellectual property protection, and the management of potential litigation risks

Jessica Filka
Jessica Filka

Counsel

Bruna Rocha
Bruna Rocha

Partner

Real Estate Transactions

We provide legal support in structuring and implementing the financing of agricultural and agro-industrial projects. We work together with financial institutions and investors to ensure that the contracts and agreements comply with the sector's rules, and we also provide support in analyzing economic feasibility and negotiating key terms. Our work includes drafting and negotiating the contracts and the debt and security instruments involved in the financing, including full recourse, non-recourse, and limited recourse guarantees, as well as preparing the documents required to form special purpose entities (SPEs) and joint ventures, and to govern the parties' interests.

Work Highlights

We advised clients on the financing of agricultural and agro-industrial projects in Brazil, including obtaining financing from the Brazilian Development Bank – BNDES and granting non-recourse security structured on the proceeds from harvests

Jessica Filka
Jessica Filka

Counsel

Infrastructure

We assist in structuring and implementing project financings, securing favorable conditions for financial viability and for raising domestic and/or international capital. Our work includes drafting and negotiating the contracts and debt and security instruments within the financing, including full recourse, non-recourse and limited recourse security, as well as preparing the documents required to incorporate special purpose entities (SPEs) and joint ventures, and governing the interests of the parties. For projects with the potential to generate carbon credits, we assist clients in collateralizing those credits in order to access funds, private investors and bank credit lines that value this type of asset.

Work Highlights

We advised clients on structuring financings for the development of various types of infrastructure in Brazil, including obtaining financing from Banco Nacional do Desenvolvimento – BNDES, the Brazilian development bank

We advised clients on the incorporation of SPEs for the construction of thousands of homes in Northeastern Brazil under the “Minha Casa, Minha Vida” housing program, and on obtaining mini-perm financing from banking institutions

Alexandre Calmon
Alexandre Calmon

Partner

Marcelo Frazão
Marcelo Frazão

Managing Partner

Mining

We provide legal support in structuring and implementing financings for mining projects involving different stages of the mining chain, securing favorable conditions for financial feasibility and for raising domestic or foreign investment. For projects with the potential to generate carbon credits, we assist clients in collateralizing those credits in order to access funds, private investors, and bank credit lines that value this type of asset.

Work Highlights

We advised clients on structuring financing projects for the development of mining projects in several Brazilian states, including the drafting and negotiation of the instruments required to formalize the contribution of funds in line with the project's development phases

We advised an international mining company on a US$ 500 million financing for the acquisition of mining assets and business expansion in Brazil, including the negotiation of mineral purchase and sale agreements and of collateral for the international lenders

Alexandre Calmon
Alexandre Calmon

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Shipping

We advise financial institutions, investors and companies in the port and shipping sector on the preparation and negotiation of financing agreements, including loans, leases and joint venture agreements, for funds from domestic banks (in particular, through the Fundo de Marinha Mercante) and international banks in ship finance transactions. We advise clients on the creation and enforcement of security, as well as on debt restructuring transactions and negotiations with financiers and creditors.

Work Highlights

We advised one of the largest Norwegian funds investing in offshore assets in a dispute involving the raising of financing for the acquisition of a fleet of six offshore support vessels operating in Brazilian waters

We represented the largest drilling rig operator in Brazil in the international financing for the acquisition of two drillships built in South Korea, in a transaction exceeding USD 500 million

We advised a private port in Brazil on financing for its LNG regasification terminal. The gas is used to supply a set of thermal power plants whose production capacity exceeds 6,000 MW

Alexandre Calmon
Alexandre Calmon

Partner

Henrique Rojas
Henrique Rojas

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

Technology

We provide support in financing processes for technological innovation projects, including the drafting, review and negotiation of the contracts, agreements and debt instruments required for capital contributions and project implementation.

Work Highlights

We advised a multinational headquartered in France in connection with the expansion of its operations in Brazil. We assisted in preparing a solid financing plan, including attractive proposals for investors and financial institutions, highlighting the sector's growth potential and the social benefits of the solutions offered. We conducted an analysis of the risks involved, emphasizing the company's competitive advantages, such as improved access to healthcare and reduced operating costs. Our work also covered the negotiation of the financing terms and the definition of financial milestones, aligning the project's goals with the lenders' expectations

We implemented the robotization of a quality control line for a company in the consumer goods and retail sector, with the goal of increasing operating efficiency and reducing the margin of error. We prepared a financing and implementation plan for the project, taking into account regulatory and operational risks, as well as the costs of integration with the control systems already in use. We worked closely with our client's technical team to ensure a smooth transition

Bruna Rocha
Bruna Rocha

Partner

Jessica Filka
Jessica Filka

Counsel

Marcelo Frazão
Marcelo Frazão

Managing Partner

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