Brazilian construction company OAS Empreendimentos has sought counsel from Vella Pugliesi Buosi Guidoni in its joint venture with Real Estate Investment Fund (FII) in building a series of residential projects and a new stadium for the Porto Alegre football club Grêmio Foot-ball Porto Alegrense.

FII, whose sole shareholder is Brazil′s national unemployment fund Fundo de Garantia por Tempo de Serviço (FGTS) managed by the state bank Caixa Econômica Federal, was advised by Machado, Meyer, Sendacz e Opice Advogados in the investment worth around 300 million (US$179.7 million) reais.

The deal, which closed at the end of December, was made public on 21 January.

Lucas de Moraes Sant′Anna, an associate at Machado Meyer, says that while on a personal level the deal was one of the most complex and exciting he has worked on, it also holds a wider significance by involving a "new way of financing" infrastructure emerging in Brazil.

"The most unusual instrument if we are talking about financing is equity working as debt", he says. "There is no return guaranteed to the pension fund [and] instead they are guaranteed profits in the business...It looks like debt, but it is equity. That′s the instrument that makes all the difference in the deal."

The investment will be held in ′Karagounis′, a special purpose company whose name alludes to the Greek footballer who scored the first goal of the UEFA 2004 Championship, and will be controlled by OAS. The agreement states that the football club will not contribute towards the building of a planned new stadium and will instead transfer ownership of their existing stadium to OAS, as well as part of the revenue generated from the new stadium for 20 years.

In the past, FGTS has turned to Tauil & Chequer, for an investment in sanitation.

Counsel to OAS Empreendimentos

·         In-house counsel - Carlos Frederico Guerra Andrade and Rafael Cruz

·         Vella Pugliesi Buosi Guidoni

Partner Rodrigo Vella and associates Mariana Masson, Guilherme Bouzan and Flavio Lugao

Counsel to Fundo de Garantia por Tempo de Serviço

·         In-house counsel for Caixa Econômica Federal - Maria Thereza Santos da Cunha

·         Machado, Meyer, Sendacz e Opice Advogados

Partners José Virgílio Lopes Enei and Guilherme Malouf and associates Lucas de Moraes Sant′Anna, Carlos Onofre da Silva, Rafael Arsie Contin and Marcelo Camargo Ramos

(Latin Lawyer 09.02.2011)

(Notícia na Íntegra)