Wednesday, 22nd September 2010 by David Thorley

Motta, Fernandes Rocha - Advogados has advised São Paulo-based private equity fund DGF - FIP Terra Viva in acquiring a stake in a sugar and ethanol plant during the plant′s restructuring.

Costa, Waisberg e Tavares Paes Sociedade de Advogados advised the Paraíso Bioenergia plant in the deal, which became public on 17 September. Machado, Meyer, Sendacz e Opice Advogados came in to advise on the antitrust implications of what is DGF′s third investment in the sector.

Costa Waisberg partner Ivo Waisberg says, ′The most interesting part of the deal was accommodating the investor requirements, and the fact that Paraíso is under an extrajudicial reorganisation procedure.′

′As this is one of the first extra judicial reorganisations in place in Brazil, we had to deal with many legal issues, and dealing with the banks that are part of the restructuring plan and the M&A negotiation as the same time was quite challenging,′ he adds.

He says that Costa Waisberg acted for Paraíso in restructuring its debt in 2009, and that the approached the firm again when it began negotiations with DGF.

Waisberg left Wald e Associados Advogados in 2009 to set up his own firm, and was joined by fellow Wald lawyer Vamilson José Costa in February this year to form Costa Waisberg.

DGF Investimentos, which manages DGF - FIP Terra Viva, is a regular client of Motta Fernandes Rocha, says partner Daniel Kalansky. The fund turned to the firm to advise on the fund′s incorporation in Brazil in April last year, and again in its first investment, buying shares in ethanol and sugar company Tonon Bioenergia at the beginning of this year.

From his side of the deal Kalansky says, "On the private equity side, we had to create an effective shareholders agreement to protect the fund as a minority shareholder," adding, "This transaction evidences the waves of investment by private equity funds in Brazil."

Machado Meyer partner Maria Eugênia Novis says she has been advising DGF in antitrust issues since 2008, having worked on a number of the company′s investments including the Tonon Bioenergia deal.

′The Brazilian sugar and ethanol industry is still not concentrated, not only at a national level but also in the narrower regional markets, and this deal has not raised any antitrust concerns,′ she says.

′Nevertheless, since this industry is seeing intense merger activity, it is important to take opportunities like this one to provide the Brazilian antitrust authorities with information on the competitive environment, to build expertise for the review of more complex deals that may take place in the future,′ she explains.

Counsel to DGF Investimentos

·         In-house counsel - André Mileski

·         Motta, Fernandes Rocha – Advogados

Partners Luiz Leonardo Cantidiano and Daniel Kalansky

·         Machado, Meyer, Sendacz e Opice Advogados

Partners Tito Andrade and Maria Eugênia Novis 

Counsel to Paraíso Bioenergia

·         Costa, Waisberg e Tavares Paes Sociedade de Advogados

Partners Vamilson José Costa, Ivo Waisberg and Ricardo Chamon, and associates Rodolfo Teixeira Bini Egli, Livia Kachvartanian Salaro, Rafael Lins, Silva Nascimento, Clarissa Novaes Martins Ferreira and Gilberto Gornati 

(Latin Lawyer 22.09.2010)

(Notícia na Íntegra)