Brazilian housing developer Construtora Tenda has sold R$600 million (US$291 million) in debentures to state bank Caixa Econômica Federal, in the first securities sale made under a government plan to stimulate the real estate sector.
Machado, Meyer, Sendacz e Opice Advogados acted as deal counsel in the sale which closed on 11 May.
Carlos Motta, a partner with Machado Meyer, says, “The main legal issues involved were related to the security package (guarantees), which were pretty complex in comparison with those found in other debentures.” 
“We had to structure a flow of guarantees comprising mainly receivables from all real estate projects which were eligible to be financed by the offer proceeds during the life of the debenture,” he explains.
Caixa Econômica bought the debentures on behalf of the government’s Fundo de Garantia do Tempo de Serviço, a fund for supporting workers and promoting investments in housing, sanitation and infrastructure.
The issuance was governed by the regulations established by Brazil’s housing finance system, and as such was exempt from registration with the securities commission, CVM.
In spite of this, Motta says, the issuance “was more complex, from the legal perspective, than a registered deal, particularly because the complexity of the guarantee structure and its diversity of instruments.”
The firm also suggests the structure for selling the debentures is likely to form the model for future issuances in Brazil’s real estate industry.
Banco Itaú acted as manager to the issuance.
Construtora Tenda, a subsidiary of Brazil’s second-largest homebuilder Gafisa, is the country’s only real estate developer with an exclusive focus on the affordable entry-level housing.
Counsel to the deal

Machado, Meyer, Sendacz e Opice Advogados

Partners José Virgílio Lopes Enei and Carlos Motta and associates Fabio Falkenburger and Stéphanie Salcas Pepe     
(Latin Lawyer 14.05.2009)
(Notícia na íntegra)