We believe that the PVG’s extensive track record of complex and challenging cases demonstrates our ability to assist clients in solving their most critical problems and conducting their strategic businesses. See below some of the most relevant cases from PVG’s different practice areas.
Cross-border transactions for the acquisitions of controlling stake
PVG assisted, as Brazilian attorneys in coordination with a renowned international law firm, COFCO, a Chinese state-owned company and largest supplier of agricultural and food products and services in China, in two transactions for the multibillion dollar acquisitions of controlling equity interests in Noble Agri Limited, a company belonging to the Noble group from Hong Kong, and Nidera, an agricultural commodities global trading company with headquarters in the Netherlands.
International structured financing and refinancing transactions
PVG assisted, in coordination with a renowned international law firm, a syndicate of Japanese banks in the financing of a relevant Japanese corporate group – in the amount of approximately US$ 150 million – for the acquisition of various assets in the automobile industry owned by a European conglomerate. PVG also assisted in the subsequent refinancing of the transaction, by structuring guarantees and providing legal advice in issues related to Brazilian legislation.
Sale of total equity interest
PVG assisted a renowned Brazilian M&A advisory firm and is clients, the founders of an important company in the industrial laundry business, in the sale of 100% equity interest to a European conglomerate. The transaction involved, before completion of the equity disposal, a strategic corporate, financial and asset restructuring, as well as the analysis of complex tax and regulatory issues.
Structuring of a new stock exchange in Brazil
PVG advises a joint venture, made up of one of the largest stock exchanges in the world and a relevant Brazilian financial investment group, in the structuring of a new stock exchange and a new clearing and settlement house in Brazil. PVG’s work consists of an extensive analysis of complex regulatory issues, the negotiation and preparation of all corporate and contractual documentation involved, and assistance in conducting proceedings with Comissão de Valores Mobiliários (Securities and Exchange Commission of Brazil) (CVM) and Banco Central do Brasil (Central Bank of Brazil) (BACEN), in order to obtain the operating licenses for the relevant entities.
Acquisition of the controlling stake and debt restructuring of distressed group of companies
PVG assisted a renowned financial consulting firm, which focuses on companies in distress, in the structuring for investors of a corporate acquisition and debt refinancing of a conglomerate in the agricultural sector that was in the process of a judicial reorganization. The transaction represented one of the first and rare successful cases in the acquisition of stressed assets and granting of financing for companies in judicial reorganization in Brazil. PVG worked on the negotiation and drafting of all contractual and corporate documentation, as well as on the analysis of various issues related to judicial reorganization and tax matters.
Sale of equity interest
PVG assisted shareholders of a major Brazilian manufacturer of veterinary products in selling a minority equity stake to strategic investors. The transaction ensued a complex corporate structure, an investment through a newly formed private equity fund, and a structured call option for the remainder of the capital stock. PVG worked on the negotiation and drafting of the main contracts for the whole transaction, such as the investment agreement, call option agreements, shareholders agreement and several corporate documents.
Renegotiation of investment agreement and shareholders agreement
PVG assisted a major Brazilian investment fund in the renegotiation of an investment agreement and a shareholders agreement of a real estate development company focused on built-to-suit solutions for large companies, as well as distribution centers and warehouses centers. The transaction was carried out in the context of change of control over the real estate development company and involved the renegotiation of both agreements referred above with the new controlling shareholder, a holding company formed by two financial investors, and a strategic minority shareholder, with whom the main operational agreements of the target-company were also renegotiated. The transaction also encompassed the negotiation of the terms of divestiture by a relevant shareholder from the company, in a deal ultimately involving five different interested parties.
Issuance of debt convertible into controlling equity stake
PVG assisted a Brazilian financial investments group in the issuance of structured convertible debt instruments for future acquisition of a corporate interest representing the share control in a major Brazilian securities broker-dealer. The transaction was completed in just three days, since the target-company of the investment had urgent need to comply with cash legal requirements. Within such timeframe, PVG initiated and completed a partial and strategic legal due diligence process concerning the target company, as well as structured, prepared and negotiated all necessary documentation to formalize the investment.
- Securitization and Structured Finance
PVG occupies a prominent position in the securitization and structured finance legal market and is recognized for its capacity to develop innovative and efficient legal structures in the most varied segments of the economy. This leading role is confirmed by PVG’s constant presence in the local specialized UQBAR ranking: since 2014 PVG has been named among the top five firms in the sector, both in number and size of transactions, and was positioned in 2015 in second and third places in the referred two categories.
Below is a description of PVG’s track record in certain specific industries:
Payment Systems: PVG worked on the structuring of securitization platforms, notably through credit receivables investment funds (FIDC), for various payment system companies, including five independent credit card issuers. Examples include the structuring of the investment fund Fundo de Investimento em Direitos Creditórios Nubank, and assistance in registering the fourth offer of senior quotas of the investment fund Ourinvest Fundo de Investimento em Direitos Creditórios Financeiros – Suppliercard, in an amount exceeding R$ 500 million.
Financial: assisting clients such as Banco BMG and Omni CFI, PVG worked on approximately a dozen securitization transactions involving financial credits, through both financial securitization companies and credit receivables investment funds (FIDC). A notable example is the legal structuring of the investment fund Fundo de Investimento em Direitos Creditórios Omni Veículos VIII, the first entirely adapted to CVM Rule nº 531/13, and bearing characteristics that became a reference in the market, with Integral Investimentos as its financial structurer and Banco Caixa Geral – Brasil and BES Investimento do Brasil as underwriters.
Real Estate: working in coordination with some of the most important securitization companies in the market, such as RB Capital and CIBRASEC, PVG assisted in the legal structuring of various issuances of real estate receivables certificates (CRI). The firm also worked on share offerings and structuring of real estate investment funds (FII). Relevant examples are the offering by RB Capital Securitizadora S.A. of CRI backed by real estate receivables resulting from complex lease agreements between BRF – Brasil Foods S.A., as lessee, and Fibra Participações S.A., as lessor, in an amount exceeding R$ 43 million, and the offering of shares issued by the investment fund Fundo de Investimento Imobiliário BTG Pactual Fundo de Fundos, in an amount exceeding R$ 500 million.
Automotive: PVG assisted in the structuring, share offerings and/or remodeling of FIDC and non-standardized credit receivables investment funds (FIDC-NP) intended to purchase performed, non-performed and future receivables of suppliers of Volkswagen. PVG also assisted in the structuring and share offer registration, in the amount of R$ 1 billion, of the investment fund Venda de Veículos Fundo de Investimento em Direitos Creditórios, which portfolio is composed of credits resulting from the sale of Renault and Nissan vehicles by the automobile manufacturers to their dealerships.
Factoring: PVG assisted in the structuring, remodeling and share offerings of over a dozen multi-assignor / multi-payer credit receivables investment funds (FIDC). The investment funds Sul Invest BRZ Fundo de Investimento em Direitos Creditórios Multissetorial and Fundo de Investimento em Direitos Creditórios da Indústria Exodus Institucional are two notable examples.
Distressed Loans: PVG worked on various transactions involving the acquisition of distressed loan portfolios, as well as in the structuring of non-standardized credit receivables investment funds (FIDC-NP) for this purpose. PVG also worked with Comissão de Valores Mobiliários (Brazilian Securities Commission) (CVM) to obtain a waiver for physical custody of the relevant loan documentation by custodians, which was of great importance to the industry. Among the projects advised by PVG, stands out the acquisition by Omni CFI of a credit portfolio of Banco Pecúnia S.A., at the time the Brazilian subsidiary of French bank Société Générale, which was later transferred to the investment fund Ellie Fundo de Investimento em Direitos Creditórios Não-Padronizados, invested by Omni CFI itself, as subordinate shareholder, and a company connected to the Credigy International group, as senior shareholder, in a transaction that involved R$ 600 million.
Infrastructure: PVG assisted in the modeling and structuring of financing transactions for the acquisition of locomotives by Ferrovia Centro-Atlântica S.A., a company then pertaining to the Vale group, through the issuance of debentures. The transactions involved, as a whole, an amount exceeding R$ 250 million.
- Fixed Income (National and International)
PVG provided advice to various investment banks and companies in dozens of transactions for the issuance of fixed income securities in Brazil, notably debentures and promissory notes. Among the underwriters advised by PVG, one can mention Itaú BBA, Bradesco BBI, BB-BI, Santander and HSBC. Among the issuers, CSN and Camargo Corrêa were advised by PVG in financing transactions that, altogether, surpassed the amount of R$ 2 billion.
PVG also provided advice in securities offerings abroad. Among them, stand out the issuances of senior, subordinated and short term notes by Banco BMG, which raised, altogether, in excess of US$ 1.4 billion, as well as a tender offer for the acquisition of subordinated notes of Banco BMG, in an amount exceeding US$ 100 million.
On different occasions, PVG has been hired to advise in the renegotiation and/or restructuring of financing transactions or investment funds under adverse situations. Examples of such are the investment fund Fundo de Investimento em Direitos Creditórios Porto Forte Multissetorial and the real estate receivables certificates (CRI) issued by Companhia Província de Securitização de Créditos Imobiliários and backed against real estate receivables owed by Banco Rural.
- Assistance to Associations
PVG has been frequently requested to assist associations, such as Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais (ANBIMA) and Associação Nacional dos Participantes em Fundos de Investimento em Direitos Creditórios Multicedentes e Multissacados (ANFIDC) in discussions involving the impact of regulatory changes, public hearings and proposals for the development of the securitization and structured finance market.
PVG has a broad scope of activities in the litigation sphere, defending the interests of clients in various segments of the economy with recognized excellence. Our team acts on relevant cases in various phases and levels of jurisdiction, where PVG may assist in the definition of a litigation strategy or argue before courts of appeals, including as amicus curiae before the Superior Court of Justice (STJ) and the Supreme Federal Court (STF).
- Banking litigation
PVG represented one of the most relevant national financial institutions in a pioneer legal dispute discussing the enforceability of a bank guarantee in an amount exceeding R$ 500 million. PVG developed an innovative thesis regarding guarantees as affected by Brazilian bankruptcy laws and court-supervised debt reorganization, obtaining a favorable preliminary injunction, which led to a negotiation between the parties and permitted out-of-court settlement.
In another important case in the judicial sphere, involving the enforceability of banking transactions in an amount exceeding R$ 300 million, PVG was able to revert a court ruling for the suspension of the referred enforceability and to obtain an authorization that allowed the immediate collection of amounts due, besides foreclosure against collateral.
- Strategic credit recovery
PVG advised one of the largest Brazilian financial institutions on the recovery of credits within a court-supervised debt reorganization procedure. Our firm prepared and filed different claims which resulted in the blocking of a significant part of the debtors’ assets, as well as enabled the development of better negotiating conditions for the client to settle with a third-party guarantor of the debtor.
- Litigation involving investment funds
PVG defends the interests of a private equity fund which shares have been blocked for transfer as a result of court rulings that determined the piercing of the fund’s corporate veil. Such lawsuits involve amounts exceeding R$ 1 billion.
PVG also defends the interests of a credit receivables investment fund (FIDC) that have had receivables, acquired from a company undergoing judicial reorganization, unduly blocked by court ruling.
PVG is notably active in the area of arbitration, which comprises the defense of companies and investors and supporting partner Luciano de Souza Godoy in his role as arbitrator affiliated with the major national and international arbitration chambers. As examples, we highlight two arbitrations involving the construction of sports arenas used for the 2014 FIFA World Cup in Brazil.
- Improbity and anti-corruption
PVG acts in the defense of companies involved in administrative improbity lawsuits filed by the Federal prosecutor’s office within the so-called Operation Car Wash (“Operação Lava Jato”).
- Real estate and environmental litigation
PVG acted on a collective lawsuit filed by the Federal and State public prosecutors’ offices against one of the most relevant national financial institutions, among other defendants, with the objective of excluding the attribution of joint liability to such institution, as a financing agent of a real estate project, for certain alleged environmental damages. PVG’s work resulted in a relevant victory, which allowed the exclusion of our client as a defendant in the lawsuit.
PVG also provides legal advice and acts in administrative and judicial litigation with the objective of obtaining viable and judicially protected solutions for real estate subject to complex environmental liability.
PVG advised a relevant international financial institution on the revision of the rates adopted for the payment of taxes due on remittances of funds overseas, in connection with cost sharing contracts, compensation for technical services, among other types of transactions. The work included a detailed investigation of the nature of each of the transactions conducted by the client, as well as the identification of the Federal and Municipal tax rates applicable to each case.
PVG advises, on a constant basis, the Brazilian subsidiary of an American company, leader in the manufacturing of home products. The scope of the work includes the analysis of the tax burden that the company is exposed to, including understanding the taxes that apply to the process of industrialization of raw materials and those that directly impact the marketing strategies adopted by the company.
PVG advised a company in the business of selling professional sound equipment on the revision and identification of possible solutions to tax problems faced in the development of its domestic and import activities. Our work allowed the client to avoid taking relevant tax risks and to perform its activities according to the best interpretation of tax regulations, mitigating liability risks extending to the personal assets of the shareholders.
PVG worked, together with an American law firm and an international investments boutique, on the evaluation and structuring for the acquisition of Brazilian companies dedicated to the logistics and defense sectors. The work was conducted together with the corporate practice area of PVG, and allowed, after mapping all tax regulations applicable to the relevant sectors, that the international investors obtained essential information for the correct calculation of the possible rates of return, facilitating their decision making process regarding investing in Brazil.
PVG advised a French multinational owner of Brazilian companies dedicated to engineering, airport management and railroad consulting services. In our work, we sought to understand the legal context of an organizational restructuring intended by the client, permitting that, among different corporate alternatives, one with the highest tax efficiency could be adopted, while also addressing possible contingencies and obtaining positive financial impacts for the local companies.
PVG advised a Brazilian engineering company, controlled by a French multinational, on the revision of procedure for collection of taxes in connection with the services rendered by the company (many of which were based on contracts entered into with public service companies and with the government). PVG’s work consisted in the analysis of all of the client’s activities, identifying possible tax opportunities and addressing the contingencies encountered. Our legal opinion helped the client in planning and developing its business, as well as in the reorganization of its pricing strategy.
PVG advises a group of investors composed of a Canadian fund and American companies in the process of restructuring and implementing its activities of energy efficiency services in Brazil. Working together with the corporate practice area of PVG, we analyzed the possible corporate structures to be adopted in Brazil, as well as the tax burden on the development of the different business models available to the client, eventually pointing to a best course of action with higher efficiency from a tax perspective.
PVG worked on preparing and filing judicial claims in favor of a company active in the chemical food industry, seeking to reduce the tax burden resulting from the payment of social security contributions. PVG’s combative action resulted in obtaining a preliminary injunction for the immediate suspension of the collection of the more onerous contributions.PVG advises a Brazilian subsidiary of a German multinational company in the chemical sector in preparing a writ of injunction to ensure its right to exclude amounts unduly included in the calculation of the tax basis of the Contribution of Intervention in the Economic Domain (“Contribuição de Intervenção no Domínio Econômico – CIDE”) . Such measure may lead to a significant reduction in the taxes owed by the company, a fact that will have significant effects on its future operations.
PVG advises a Brazilian subsidiary of a German company, with a strong presence in the global supply chain market, in an administrative defense to cancel a tax claim in connection with state value-added tax (“ICMS”) payable by the company for the importation of products by sea. The work demanded an in-depth study in the area of customs law, as well as a detailed understanding of the client’s business. The possible effects of the resulting decision of this lawsuit surpass the industry, being relevant to any Brazilian taxpayer that imports merchandise by sea.
PVG advises a large union in the industrial sector in the filing of the appropriate legal measures and in the intervention as an amicus curie in connection with a direct unconstitutionality lawsuit aimed at the cancelation of the collection of the so-called Tax Services Sole Fee (“Taxa Única de Serviços Tributários”) established by the State of Rio de Janeiro. PVG’s combative work resulted in a preliminary injunction determining the immediate suspension of the collection of the tax.