A consortium of Japanese steel companies has paid US$3 billion for a 40 per cent stake in CSN-owned Nacional Minérios (NAMISA), which runs an iron ore mine business in the Brazilian state of Minas Gerais.
Machado, Meyer, Sendacz e Opice Advogados represented the consortium, which comprises Asia's third largest steel company POSCO, as well as Itochu Corporation, JFE Steel Corporation, Nippon Steel Corporation, Sumitomo Metal Industries, Kobe Steel, and Nisshin Steel.
Machado, Meyer partner José Ribeiro do Prado says, "The transaction involved the joint efforts of a multi-layered team involving more than 40 lawyers specialised in contractual, infrastructure, corporate and tax matters, among others. An exhaustive due diligence process also took place over NAMISA's business and assets."
CSN and NAMISA were represented by Pinheiro Guimarães - Advogados, Ulhôa Canto, Rezende e Guerra - Advogados, and Machado Associados - Advogados e Consultores. Pinheiro Guimarães advised the company on the share purchase and shareholders' agreements, while Ulhôa Canto and Machado Associados advised on the transaction's commercial agreements.
Martim Machado of Machado Associados says, "Structuring and implementing a complex transaction, involving various parties, in such a short period of time and amid an unprecedented financial crisis, required a great team effort. In the last stages of the transaction, the CSN/NAMISA team had to be split in different groups to negotiate the various agreements that were part of the transaction. We would not have been able to satisfactorily address important commercial and legal issues, most of them intertwined, and successfully close the transaction if we were not working well and efficiently as a team."
As well as its stake in NAMISA, the consortium also took a ten per cent stake in MRS Logística, a public railway concessionaire in south-eastern Brazil.
The transaction also included a long-term supply agreement under which iron ore produced by CSN at its Casa de Pedra mine will be delivered to NAMISA, as well as a long-term port services agreement between NAMISA and the Itaguaí port, in Rio de Janeiro.
Counsel to the consortium
In-house counsel to Itochu - Mitsuru Chino and Toshikazu Miyoshi
In-house counsel to Nippon Steel - Shozo Furumoto
Machado, Meyer, Sendacz e Opice Advogados
Partner José Ribeiro do Prado Júnior and associates Ana Karina Souza, Arthur Penteado, Elton Minasse, Fernando Tonanni, Bruna Martinez, Artur Andrezo and Manuela Rodrigues Lisboa
Counsel to CSN and Nacional Minérios
In-house counsel - Fernando Merino, Paulo Gozzi and Seung Hee Han
Pinheiro Guimarães - Advogados
Partner Francisco Pinheiro Guimarães N and associates Sergio Yoshino and Isabella de Assis
Ulhôa Canto, Rezende e Guerra - Advogados
Associates Lucia Bahia, Rodrigo Brunelli, Marcelo Santos and Diana Weiss
Machado Associados - Advogados e Consultores
Partner Martim Machado and associates Rodrigo Sakai, Bernadete Dias, Fernanda Urizar and Camila Dip Cunha
(Latin Lawyer 10.11.2008)