Brazil-based Comanche Clean Energy has raised US$148 million in a private placement.

Comanche issued senior secured notes, shares and warrants on 18 June. The proceeds will fund Comanche’s industrial and agricultural operations and the acquisition of new projects for producing ethanol and bio-diesel in Brazil.

Existing holders of convertible and bridge notes have the option to exchange them for securities.

Suzanne Perry of Baker & McKenzie, lead counsel to Comanche, says the legal team had to reconcile the interests and goals of several groups of investors.

“We also had to make sure New York-governed documents, as well as investors' expectations, matched the realities of doing business in Brazil,” she notes. “For example, covenants restricting permitted future indebtedness required exceptions for Comanche to procure the types of equipment and agricultural finance that are most typical to Brazil.”

Perry explains that often in these types of transactions, the New York documents stop moving first and then issues in Brazil have to be worked out. “Through close coordination with our colleagues in Rio, the New York and Rio closing tables moved in lock-step together,” she notes.

Comanche produces renewable fuels for Brazilian use and export and has been in operation since 2006.

Counsel to Comanche Clean Energy

Brazil

Trench, Rossi e Watanabe Advogados

Partner Joaquim de Paiva Muniz and associate Paulo Cardoso

US

Baker & McKenzie

Partner Marc Paul, of counsels Suzanne Perry and Gwyneth Hambley and associates Elliott Smith and Carolina Secches

 

Gusov Ofsink LLC

Partners Darren Ofsink and Jay Weil, and associates Mark Cawley and Pavel Seroklinov


Counsel to investors (names have been withheld)

Brazil

Machado, Meyer, Sendacz e Opice Advogados

Partners Nei Schilling Zelmanovits and Ana Claudia Povina


US

Simpson Thacher & Bartlett LLP

Partner Stephan Feder

O'Melveny & Myers LLP

Partner Doron Lipshitz and counsel Nicole Sabado

Shulte Roth and Zabel

Associate Adriana Schwartz 

Locke Lord Bissell & Liddell LLP  

Partners Dean Hinterliter and Don Glendenning

(Latin Lawyer 23.07.2008)