Machado, Meyer, Sendacz e Opice Advogados has advised Cemig in a joint venture with a consortium of banks - a move that sees the Brazilian power company gain a 26 per cent stake in electricity distribution company Light.
The bank consortium, which includes Banco do Brasil, Banco BTG Pactual, Banco Santander and Banco Votorantim, turned to Souza, Cescon, Barrieu & Flesch Advogados and in-house counsel to advise in the acquisition, which closed on 11 May.
The banks created an FIP fund - Redentor - to use as an investment vehicle in the US$971.5 million deal, which in turn entered a joint venture named Parati with Cemig in order to buy the stake in Light, which is based in Rio de Janeiro.
Cemig already owned a 26 per cent stake in Light not included in the joint venture.
The Brazilian power company becomes a minority shareholder in Redentor, holding a 25 per cent stake, with the banks holding 75 per cent of total capital.
Paulo Padis, partner at Souza Cescon, says the deal involved a "pioneering structure" that established a "new form of cooperation" between the banks and their energy clients.
"It is a unique combination of partners from the financial market, the banks, and a state-owned company to acquire a relevant stake in Light," agrees Ricardo de Lima Assaf, partner at Machado Meyer who advised Parati on the drafting of all the agreements and corporate documents.
"It was hard to get to closing because the banks and the state-owned company have different business cultures," he says. "One of the major challenges was to deal with the anxiety of the teams involved because the transaction was negotiated over 16 months."
Machado Meyer has given regular counsel to Cemig for the last ten years - advising the power company in its corporate reorganisation in 2004, as well as the acquisition of Italian power grid operator Terna in 2009.
In a separate deal, on 12 May Parati also acquired some 54 per cent of the capital in Redentor Energía from a majority shareholder in the fund - Fundo de Investimento em Participações PCP (FIP PCP) - for US$400 million.
The deal was the result of a share purchase agreement signed in December 2009 between CEMIG and FIP PCP among others.
Redentor Energía is an electric power distribution company that indirectly owns a 13 per cent stake in Light.
The company was formed by FIP PCP in-line with a corporate reorganization put in place for the purpose of the deal.
Counsel to Parati was given by Xavier, Bernardes, Bragança, Sociedade de Advogados, while Mundie e Advogados advised FIP PCP.
The two firms previously faced each other in January 2010 as Cemig, represented by Xavier Bernardes, sought to treble its stake in Light.
That deal, which involved the signing of purchase agreements with Light′s shareholders, saw FIP PCP retain Mundie e Advogados with Andrade Gutierrez Concessões, the other shareholder, relying on Azevedo Sette Advogados.
Counsel to Cemig
In-house counsel to Cemig - Leticia Vignoli Villela, Livia Vilas Boas e Silva, Maria Celeste Morais Guimarães and Lourenço Borba de Castro
Machado, Meyer, Sendacz e Opice Advogados
Partner Jose Virgilio Lopes Enei, Eliana Chimenti and Ricardo de Lima Assaf and associate Alessandra de Souza Pinto, Maria Julia Florencio and Bruna Passos Piagentini
Counsel to the banks
In-house counsel to Banco Santander - Alexandre Henrique Graziano
In-house counsel to Banco Votorantim - José Salvini and Adriana Vieira
In-house counsel to Banco BTG Pactual - Bruno Duque and João DalFabbro
Souza, Cescon, Barrieu & Flesch Advogados
Partner Paulo Padis and associates Marina Capeto and Ligia Navarro
Counsel to Parati
Xavier, Bernardes, Bragança, Sociedade de Advogados
Partners Alberto Xavier, Sergio Andre Laclau and Roberto Duque Estada and associates Julio Barreto and Evelyn Balassiano
Counsel to Fundo em Investimento em Participações PCP
Mundie e Advogados
Partners Rodolpho Protasio and Ricardo Villela and associate Ivam Pimenta Passos
(Latin Lawyer 20.05.2011)
(Notícia na Íntegra)
