Infrastructure. Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados. All rights reserved.

Transcription

1 Infrastructure Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados. All rights reserved.

2 Our services Best Law Firm in Latin America by Chambers & Partners Awards 2015 With a team of 5 partners and 36 associates and trainees exclusively dedicated to infrastructure related matters, this practice provides unrivaled legal advice on regulatory and transactional matters involving infrastructure projects. We are a onestop shop for sponsors, service providers, private equity funds, and commercial banks. Most of our attorneys have worked in notable companies dedicated to the infrastructure industry either in Brazil or abroad and bring to our clients deep industry expertise and businessoriented advice. We are recognized by our clients and peers for our infrastructure practice, as well as our banking, capital markets, antitrust, corporate/m&a, environmental, insurance, labor and employment, litigation and arbitration, real estate and tax practices. Our multidisciplinary approach combined with our commitment to professionalism allows us to reach valuable solutions to our clients disputes in all areas of law. Infrastructure 2

3 Advisory services in all legal matters that arise in connection with infrastructure projects including, corporate, environmental, labor and employment, financing, insurance, compliance, and dispute resolution; Structuring, preparing, and negotiating a wide range of agreements, including EPCs and alliance agreements, EPCM, turn-key, built to suit, construction management, joint ventures, subcontracts, architectural and engineering contracts, and supply agreements; Negotiating and preparing all financing agreements including project schedules, sponsor agreements, and collateral agreements; Assisting clients navigating through the complexities of the public-private partnership law and public bidding procedures related to infrastructure projects. Legal advice regarding all phases of infrastructure projects in the following sectors: construction, energy, oil & gas, mining, transportation, sewage, life sciences, telecom, ports and airports, logistics, among others; Infrastructure 3

4 Industries & sectors Our infrastructure practice focuses on Project Finance, Project Development and Regulatory and. Our team has extensive experience and a solid track record in domestic and cross-border transactions involving all legal issues relevant to industries, such as oil and gas, electric power systems, mining, transportation and logistics, telecommunications, life sciences, and sanitation. Project Development Project Finance Regulatory and Infrastructure 4

5 Our recognitions Recognized by Chambers & Partners in Projects, Energy: Oil & Gas and Power (2015) Latin America Law Firm of The Year (2015) Recognized by Chambers & Partners in Energy: Oil & Gas and Power, Projects and (2016) Best Mining Financing and Best Infra Financing Brazil Deal of the Year categories for the financing of Companhia Siderúrgica do Pecém steel mill (CSP) (2015) Best Transport Financing, Best Road Financing and Best Local Currency Infrastructure Financing for Rodovias do Tiete Project Bonds (2014) Ranked as Tier #1 in IFLR Energy & Infrastructure: Corporate, Finance and Project Finance (2015) Recognized by The Legal 500 Latin America in Energy: Electricity, Mining and Oil & Gas; Projects and Infrastructure; ; Transport and Shipping (2015) Infrastructure 5

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7 Our services Our expertise in regulatory and public law issues is second to none in Brazil Mattos Filho is one of the few Brazilian law firms well-equipped to assist clients in a wide range of public law and regulatory matters. Our expertise includes advising clients in project finance, mergers and acquisitions and litigation. Key activities: Legal assistance to heavily regulated sectors, such as: defense, controlled products, logistics, aviation, education, life sciences, energy, telecom, among others; Representation of clients before regulatory agencies and other government authorities in Brazil (i.e. ANVISA, ANEEL, MAPA, ANA, ANAC, ANS and MEC); Legal analysis of legislation enacted by regulatory agencies involving telecommunications, sanitation, energy, agriculture, water, aviation, health, education and logistics; Representation of clients before all Professional Associations (i.e. CREA, CRQ, CRF, CRBio); Legal advice in connection with obtainment of licenses, certificates and permits required for undertaking of a regulated activity; Guidance on complex ordinances; Assistance in bidding procedures, including legal analysis of regulatory matters; 7

8 Legal guidance on invitations to bid; Preparation of requests for clarification from Bid Committees; Preparation of all documentation related to participation in bid proceedings; Analysis of documents and proposals from other bidders; Preparation of administrative appeals related to bid procedures; Legal assistance in bid approval procedure; Representation of clients before the courts of auditors ( Tribunal de Contas ); Analysis of administrative agreements and assistance to clients in complying with their obligations; Legal advice in requests for expression of interest (non-solicited proposals); Structuring of consortia and special purpose vehicles for public and private partnerships; Assistance to clients operating in the logistics sector in all matters related to concessions for the exploitation of highways, railroads, subways, ports and airports, among others; Assistance to clients related to additional concessions for the provision of ancillary services or the exploration of other profitable activities. We have advised clients in ancillary concession services in airports and multipurpose arenas. 8

9 Relevant Matters Public lighting project Public lighting project Smart Health Subway line 18 São Paulo City of Vitória São Paulo São Paulo Mattos Filho assisted in the preparation of feasibility studies and the analysis of a public - private partnership for the maintenance, optimization, operation and expansion of the public lighting network of the city of São Paulo. Mattos Filho is currently assisting in the preparation of all documentation related to feasibility studies for the concession of the public lighting network of the city of Vitória. Mattos Filho assisted private entities in the concession of Integrated Health Services in the city of São Paulo. Mattos Filho assisted private investors in feasibility studies for the concession of Line 18 of the São Paulo subway system. PPP Healthcare Metro line 6 Basic Sanitation Waterway Transportation Brazilian Federal District São Paulo City of Fortaleza Espírito Santo Mattos Filho assisted GE Healthcare in connection with the concession of healthcare services in the Federal District of Brazil. Mattos Filho assisted private investors in connection with the concession of Line 6 of the São Paulo subway system. Mattos Filho advised private investors in studies for implementation of a PPP and other concessions in Fortaleza. Mattos Filho assisted in the preparation of studies for the concession of waterway transportation in the metropolitan area of the city of Vitória. 9

10 Relevant Matters Sanitation concession Airport concession Aviation regulation Equity interest in telecom companies Mattos Filho advised the concessionaire of a ground water extraction project ( Sistema Produtor São Lourenço ) in the regulatory aspects of a sanitation concession. Mattos Filho assisted a Guarulhos airport concessionaire in the drafting of legal defenses before public entities, as well as other regulatory related issues. Legal assistance to Embraer in matters related to public law and pertinent regulations. Legal assistance to the Municipally of Londrina in all aspects related to its equity interest in a local telecommunications company. Aviation regulation Telecommunications law National defense Approval of transfer of corporate control with ANAC Mattos Filho assisted in the drafting of the new public airports law. Mattos Filho assisted Motorola Credit Corporation in the analysis of telecom legislations and negotiations of guarantees with Nextel group. Mattos Filho represented the European Aeronautic Defense and Space Company before the Brazilian Federal Police. Mattos Filho represented Whitetjet Transportes Aereos S.A. in an administrative proceeding for the approval of transfer of corporate control before the National Agency for Civil Aviation (ANAC). 10

11 Relevant Matters Concession of airport City of Brasília Concession of São Gonçalo do Amarante airport Health surveillance legislation matters Pipeline regulatory framework Mattos Filho assisted Inframérica in legal matters related to a real estate project in the area around the airport in Brasília. Mattos Filho assisted Inframerica in regulatory issues regarding the concession of São Gonçalo do Amarante airport. Mattos Filho represented a pharma company before the National Health Surveillance Agency (ANVISA). Mattos Filho advised a gas company, COMGÁS, in the new regulatory framework for pipeline transportation in the country. Airport power supply Completion of railroad stretches Road transportation Municipal sanitation concession Mattos Filho assisted a gas company, COMGÁS, in public law and regulatory matters related to the implementation of a power plant to supply electricity to airports. Mattos Filho assisted CBA in public law and regulatory matters regarding the completion of federal railroad stretches. Mattos Filho assisted Repom in public law and regulatory matters related to freight payment methods. Mattos Filho assisted private investors in public law and regulatory matters regarding concession of basic sanitation services in the city of São Paulo. 11

12 Relevant Matters Stadium financing Sanitation concession OFI regulation Concession of state highway Mattos Filho assisted private investors in the financing of a stadium in the city of Natal. Mattos Filho advised private investors in public law matters regarding state concession of basic sanitation. Mattos Filho provided comments for the drafting of the Independent Rail Operator regulation on behalf of a private investor. Mattos Filho assisted J&F in public consultations regarding a highway concession in the state of Mato Grosso. Selection procedures for the use of resources for sports Concession for the use of areas Concession of municipal airports PPP of integrated management center of Brazilian Federal District Mattos Filho assisted the Brazilian Confederation of Clubs in selection procedures for the use of public resources for sports. Mattos Filho assisted GJP Participações in the preparation of defenses against public entities and different aspects of the regulation involving the concession for use of airport areas. Mattos Filho assisted Costa do Sol S.A. in different aspects of the concession of the Cabo Frio airport and the operation of the Búzios airport, both located in the state of Rio de Janeiro. Mattos Filho assisted ITEN in public law and regulatory matters related to a public-private partnership for the Integrated Management Center of the Federal District. 12

13 Relevant Matters Bidding of x-ray equipment to national defense Prison complex PPP Productive development policy Import of diagnostic machines Mattos Filho advised AS&E during a bidding proceeding promoted by the Ministry of Justice for the acquisition of X-ray equipment to be used for national defense. Mattos Filho advised the winner of a PPP bid for the construction and operation of a prison complex in the State of Amazonas. Mattos Filho advised Protalix in connection with the regulatory aspects of the Productive Development Policy (PDP). Mattos Filho advised Epirus in connection with an ANVISA regulation related to importation of in vitro fertilization equipment. Private security Auction of a hydroelectric plant Bidding procedure of IPEN Administrative procedure of ARSESP Mattos Filho advised a foreign investor in connection with regulatory aspects related to foreign investments in private security companies in Brazil. Mattos Filho advised Tapajós Consortium in connection with its participation in an auction for the concession of a hydroelectric plant in the State of Pará. Mattos Filho advised Best Theratronics in connection with its participation in a bidding procedure promoted by the Institute of Energy and Nuclear Research for trade of iodine seeds. Mattos Filho advised a gas company, COMGÁS, in an administrative proceeding for price readjustment within ARSESP. 13

14 Relevant Matters GP investments Water supply system Concession of sanitation services Investments in sanitation and sewage systems Mattos Filho advised GP Investments in connection with investments in sanitation and sewage companies. Mattos Filho advised Odebrecht in connection with assets for a water supply system. Mattos Filho advised a private investor in public law and regulatory matters related to concession of basic sanitation services in the municipality of São Paulo. Mattos Filho advised J&F Investments in connection with public law and regulatory matters related to investments in sanitation and sewage systems in the States of Alagoas and Rio Grande do Norte. Sanepar IPO Concession of sanitation services PPP and other concessions Sewage treatment plants Mattos Filho advised SANEPAR, a concessionaire of basic sanitation, in its IPO. Mattos Filho advised private investors in public law matters related to concession of basic sanitation services. Mattos Filho advised private investors in connection with structuring a PPP and other concessions in the city of Fortaleza. Mattos Filho advised private investors in connection with sewage treatment plants regulation. 14

15 Relevant Matters Camargo Corrêa Privatization of sewage system Camargo Corrêa e Mitsui SABESP Shares and ADSs Mattos Filho advised Camargo Corrêa in a public bidding for the provision of sanitation services. Mattos Filho assisted in the privatization of the sewage system in the city of Limeira. Mattos Filho assisted Camargo Corrêa and Mitsui in negotiations related to water supply and sewage treatment services. Mattos Filho assisted SABESP, the Sanitation Company of the State of São Paulo, in a public offering of common shares and ADSs (ADRSs Level III) registered with CVM and SEC in the amount of approximately BRL 687 millions. Sabesp - notes Sabesp debentures Manaus sanitation Sabesp debentures II Mattos Filho assisted SABESP, the Basic Sanitation Company of the State of São Paulo, in its offer of 7.5% of its notes due in 2016 in the international market and offer of purchase and consent request of 12% of its notes due in 2008, in the total amount of USD 140 million. Mattos Filho assisted SABESP in its 7th public offering of debentures, the second offering under the First Program of Debentures, in the amount of BRL 300 million. Mattos Filho assisted in the privatization of the sewage system of city of Manaus through the acquisition of Manaus Sanitation by Lyonnaise des Eaux in the amount of BRL 193 million. Mattos Filho assisted SABESP in its public offering of debentures in the amount of BRL 600 million. 15

16 Our partners 16

17 Bruno Werneck Tel.: São Paulo Fabiano de Brito fabiano.brito@mattosfilho.com.br Tel.: São Paulo Giovani Loss giovaniloss@mattosfilho.com.br Tel.: Rio de Janeiro Pablo Sorj psorj@mattosfilho.com.br Tel.: Rio de Janeiro! Click on the pictures to view full profile. Our partners 17

18 SÃO PAULO PAULISTA Al. Joaquim Eugênio de Lima São Paulo SP Brasil T SÃO PAULO FARIA LIMA Rua Campo Verde 61 3º andar São Paulo SP Brasil T BRASÍLIA SHS Q6 Bloco C Cj. A sala Brasília DF Brasil T RIO DE JANEIRO Praia do Flamengo º andar Rio de Janeiro RJ Brasil T NEW YORK 712 Fifth Avenue 26 th floor New York NY USA T