Nossa experiência abrange a estruturação e implementação de operações complexas de crédito e mercado de capitais, assessorando emissores, coordenadores, credores, investidores e gestores em transações de elevada sofisticação jurídica e regulatória.

Atuamos no âmbito de Debt Capital Markets (DCM) em ofertas públicas iniciais e subsequentes de valores mobiliários no mercado local, incluindo emissões de debêntures (conversíveis ou não), notas comerciais, notas promissórias, certificados de recebíveis imobiliários (CRI) e do agronegócio (CRA). Também atuamos na estruturação e distribuição de cotas de fundos de investimento, tais como Fundos de Investimento Imobiliário (FII), Fundos de Investimento em Participações (FIP), Fundos de Investimento em Infraestrutura (FIP-IE) e Fundos de Investimento em Direitos Creditórios (FIDC).

Assessoria na Emissão de CRI via Resolução CVM 88

Assessorou jurídica na estruturação e a implementação da 189ª emissão de Certificados de Recebíveis Imobiliários (CRI) emitido pela GCB Securitizadora II S.A., no valor total de R$ 3 milhões, com prazo de 60 meses.

A operação foi estruturada no contexto de oferta pública com dispensa de registro perante a CVM, nos termos da Resolução CVM nº 88, realizada por meio de plataforma eletrônica de investimento participativo, com registro e depósito dos certificados em ambiente Distributed Ledger Technology (DLT), perante a Laqus Depositária de Valores Mobiliários S.A.

O CRI é lastreado em Nota Comercial, emitida em duas séries pela Bella Guararapes Pramorar Empreendimento Imobiliário SPE Ltda., destinada ao financiamento do desenvolvimento do empreendimento imobiliário “Bella Guararapes”, localizado em Fortaleza/CE, contando com garantia fidejussória prestada pela Pramorar Participações Ltda., além da constituição de regime fiduciário, nos termos da Lei nº 14.430, de 03 de agosto de 2022.

Debt Renegotiation | Sugar and Alcohol Sector

Legal advice on the debt renegotiation operation of a certain sugar and ethanol producer group, acting as deal counsel to the syndicate of creditors in the agreement that involved six simultaneous negotiations with 11 financial institutions. The negotiations with the syndicate of banks culminated in a senior loan agreement, carried out through prepayment for export (prepayment agreement – PPE), with credit agreements being governed by a combination of multi-jurisdictional New York, English and Brazilian laws.

The negotiations allowed the sugar and alcohol group to improve the general profile of its debt, enabling the extension of the terms of its loans simultaneously, considering that the agreements were followed by all parties, with the terms and conditions of the operation being established simultaneously between the parties, regardless of nationality.

Private Offering of Promissory Notes | Sugar and Alcohol Sector

We advised a certain sugar and ethanol group in the context of a private offering of promissory notes, in which the previous notes were exchanged to include the changes to be made to the terms and conditions of the offering, in order to eliminate certain restrictive clauses and events of default, and also to terminate debt securities contracts to release collateral in the respective promissory notes. After the conclusion of the changes to the private offering, the liquidity of the sugar and ethanol group's shares was allowed to resume, raising its rating from “SD” (selective default) to “CCC+”.

Long-Term Financing | Photovoltaic Sector

Legal advice to a certain photovoltaic energy generation group, within the scope of a loan for long-term financing purposes, for the purpose of building a solar plant, with coordination of the preparation and negotiation of the energy supply contract in partnership with foreign mining groups, in which the Brazilian photovoltaic group committed to using only renewable energy sources in the construction and in its respective operations, committing to reducing its carbon dioxide emissions by 30% in the next decade.

Partnership Agreement | Wind Sector

Legal advice to a specific wind power generation group, within the scope of the partnership agreement with a French wind and photovoltaic power generation group, for the purpose of financing the construction of wind farms in the northeast region of the country, assisting in the preparation and negotiation of the partnership agreement and other guarantees linked to the project to finance the construction of wind farms.

Debt Restructuring via CDA/WA | Sugar and Alcohol Sector

We advised a certain sugar and ethanol power generation group in the restructuring of its respective debts, assisting in the preparation and negotiation of guarantee contracts linked to the operation, through Agricultural Deposit Certificates (CDA) and Agricultural Warrants (WA), which are characterized by credit promised against agricultural products deposited in warehouses. A CDA is similar to a CD, but offers greater security, as it provides title to the sugar, while the WA gives the right to the guarantee described in the corresponding CDA. The advantage of CDA/WA is that even mills in financial crisis can raise funds, since ethanol is given as collateral and, therefore, can be sold at the best time.

Public Offering

FII | Real estate sector

Acting as deal counsel to the syndicate of creditors in the context of the public offering of shares of a Real Estate Investment Fund (FII), with legal advice on the structuring, preparation and negotiation of the offering documents and the FII's constitutive documents. The FII in question aims to obtain income through investment in the corporate slab segment, as well as capital gains from the purchase and sale of said assets. Despite having a broad strategy, the FII invests, preferably, in performing assets, mostly leased and classified as class A standard. Active management, targeting investors in general, with a Performance Fee of 20% (twenty percent) of the sum of the income effectively distributed in the period that exceeds the profitability of the IPCA/IBGE, plus a spread of 6% (six percent) on the total paid-in value of the Fund's Shares.

FIAgro Public Offering | Agricultural Sector

Acting as deal counsel to a certain manager and fiduciary administrator, within the scope of structuring, drafting and negotiating the documents for the public distribution of the 1st issue of shares of the Investment Fund in Agroindustrial Production Chains – FIAgro. The operation stood out for having been the first FIAgro to be registered with the Brazilian Securities and Exchange Commission – CVM, with the objective of obtaining income and capital gains to be earned through the acquisition, sale and lease of real estate target assets, which generate income through their disposal, lease or partnership agreements, provided that they meet the provisions of the FIAgro investment policy and, additionally, in target assets of the fund.

Contractual Legal Advisory | FII Investment Management

Legal advice to a specific investment manager focused on Real Estate Investment Funds (FII), in the preparation and negotiation of the constitutive documents of the FIIs managed by the manager, as well as of the documents of the public and private offerings of the FIIs' shares, acting as permanent legal counsel for the preparation of the documents necessary for the day-to-day operations of the FIIs before their unitholders and of the contracts linked to the FIIs' invested assets. Our client acts as a specialized manager in the real estate sector, working from the acquisition, development and/or retrofit, product design, engineering and construction, leasing, administration and marketing of real estate properties located in the largest Brazilian markets, these assets being intended for the capital gain and long-term income of the FIIs' unitholders.

Issuance of Commercial Notes | FIP

We acted as legal advisors to a Private Equity Fund – FIP, within the scope of the 1st issue of commercial notes of a certain company (“Emission”), with the issuance of 60,000 (sixty thousand) commercial notes in a single series, with a unit face value of R$ 100.00 (one hundred reais), in the amount of R$ 6,000,000.00 (six million reais), issued on July 6, 2023, in which the FIP acted as the holder of the respective commercial notes issued, generating a credit to be paid by the issuer to the FIP until July 6, 2026, in the amount of R$ 11,400,000.00 (eleven million and four hundred thousand reais), divided into 36 installments. The transaction stood out for the structure of the Issuance, considering a new model for converting promissory notes into equity interest in the respective debtor company.

FIP Structuring

We act as legal advisors to a specific business group in the industrial sector, for the purpose of drafting and negotiating the structure of the articles of association of a Private Equity Investment Fund (FIP), in order to reflect the respective shareholders of the business group as FIP quotaholders, aiming to obtain economic and tax benefits in the respective operations of the business group.

Public Offering FII | Real Estate Sector

Acting as deal counsel to the syndicate of creditors in the context of the public offering of shares of a Real Estate Investment Fund (FII), with legal advice on the structuring, preparation and negotiation of the offering documents and the constitutive documents of the FII. The FII in question has an investment strategy focused on the development of projects from the purchase of the land and development of the project to the delivery of the units to residential buyers in partnership with the specific developer, currently having 100% of the Portfolio launched, with an expected profitability of IPCA+ 8.2% per year, net of tax.

Public Offering FII | Real Estate Sector

Acting as deal counsel to the syndicate of creditors in the context of the public offering of shares of a Real Estate Investment Fund (FII), with legal advice on the structuring, preparation and negotiation of the offering documents and the constitutive documents of the FII. The FII in question has an investment strategy focused on the development of projects from the purchase of the land and development of the project to the delivery of the units to residential buyers in partnership with the specific developer, currently having 100% of the Portfolio launched, with an expected profitability of IPCA+ 8.2% per year, net of tax.

Private Offering FII | Real Estate Sector

We act as deal counsel in the context of the private offering of shares of a certain Real Estate Investment Fund – FII with active management, whose objective is to obtain gains by investing in financial assets with real estate backing, such as Real Estate Receivables Certificate – CRI, debenture, Real Estate Credit Letter – LCI, Mortgage Letter – LH and FII shares, in addition to commercial and residential real estate assets, with an administration fee influenced by the rates charged by funds invested by the respective FII.