Transactional and regulatory work a clear sign of Mattos Filho's leading position
In 2024, Mattos Filho participated in significant deals and regulatory matters involving many different sectors of Brazil’s economy. With the ability to act in complex and high-impact transactions, once again, the firm led the way in various international legal rankings, highlighting our professionals’ expertise.
The Brazilian M&A market – which has been facing challenges in recent years – remained active, even in light of projected increases in the official interest rate (Selic) and international developments with potential domestic impacts. The outlook appears increasingly optimistic for 2025, especially in specific sectors such as infrastructure, agribusiness, and technology, which have marked potential for growth.
Among the most significant deals Mattos Filho worked on in 2024 was the merger of large oil and gas companies Enauta and 3R (valued together at BRL 16 billion), Equatorial’s BRL 14.77 billion public offering in the context of the privatization of the state-owned sanitation company Sabesp, Prumo’s BRL 5.8 billion debentures issuance for the restructuring of the Port of Açu in Rio de Janeiro, and Emergent Forest Finance Accelerator’s negotiation of Brazil’s largest-ever carbon deal with the State of Pará, valued at BRL 982 million.
See our partners’ analysis of a number of standout deals below:
Merger: 3R/Enauta
This deal marked the first merger between independent oil and gas companies listed in Brazil, a clear sign of the sector's consolidation in the wake of Petrobras halting its divestments. It is a historic transaction for the Brazilian oil and gas sector and has created one of the largest companies operating in our market
Giovani Loss
Partner
Our work covered all legal aspects of this business combination to create a company with a BRL 16 billion combined market cap, including M&A (drafting documents, strategic advice to managers, etc.), corporate and capital markets aspects – which were complex as they involved two publicly traded companies, tax aspects – which are always strategically important in a business combination, as well as regulatory aspects, as both companies were regulated by the Brazilian Petroleum Agency (ANP). We also assisted with obtaining transaction approval from Brazil's antitrust authority, CADE, and worked intensely to analyze 3R's debt instruments and financing in order to identify whether certain structures we considered could be subject to restrictions. It was a very large transaction that involved a number of the firm's practices. Few firms are capable of advising a client so comprehensively
Marcelo Ricupero
Partner
Public offering: Equatorial/Sabesp
The transaction was also very important for us because of the great transformative potential that the privatization might represent to Sabesp and for the expansion of quality basic sanitation in the state of São Paulo. At Mattos Filho, we clearly could see how our business model made an enormous contribution to the success of the deal, by allowing the coordinated involvement of teams from different practices working collaboratively as one single firm
Luciana Lorenzo
Partner
We advised Equatorial S.A. on its acquisition of 15% of Sabesp's capital, which took place in the context of a share offering that resulted in the privatization of this state-owned sanitation company. The BRL 14.77 billion transaction was the largest share offering in Latin America in 2024 and the first to receive 'Green Share' certification from Brazil's B3 stock exchange. It was highly rewarding for us at Mattos Filho to participate in putting this innovative transaction structure together. We were able to secure a recognized investor and help establish Sabesp as a company with dispersed capital, redefining the paths for privatization in Brazil's sanitation sector
Marina Anselmo Schneider
Partner
Debenture issuance: Prumo/Port of Açu
We advised Prumo Group on the refinancing of its debt with Caixa Econômica Federal and BNDES (via a transfer agreement (repasse) with Banco Santander and Bradesco). One of BNDES’ largest financings, the original financing of BRL 2.28 billion, together with R$ 750 million from FI FGTS, was used to fund construction of the Port of Açu in the state of Rio de Janeiro, which plays a vital role in the region's trade and industry as one of the largest port complexes in Latin America. The refinancing was made by means of debentures issued by Prumo totaling BRL 5.08 billion, and the issuance of debentures backed by credit rights from Porto do Açu, totaling BRL 744 million, both with Banco Santander acting as lead underwriter, accompanied by Bradesco and Caixa Econômica Federal as underwriters
Pablo Sorj
Partner
Foreign issuance (green bonds): Ambipar
We advised Ambipar Participações e Empreendimentos S.A. and Environmental ESG Participações S.A. on the issuance in international markets of USD 493 million in debt securities (green notes) via a wholly-owned subsidiary, Ambipar Lux S.À. R.L. The issuance of green notes represents an important step forward for companies seeking to finance environmental and climate-focused projects in line with growing demand from financial and capital markets for responsible investments that follow ESG criteria
Frederico Kerr Bullamah
Partner
Carbon agreement: Emergent Forest Finance Accelerator
We assisted Emergent with reviewing and negotiating a term of commitment and emission reduction purchase agreement with the State of Pará in a deal to facilitate significant reductions in global greenhouse gas emissions. The agreement is based on the United Nations REDD+ system – via which governments receive compensation for result-based initiatives that reduce carbon emissions and deforestation – and reflects the high demand for this market in Brazil. The payment amounts are supported by the LEAF Coalition
Rômulo Sampaio
Partner
Restructuring: Azul
We advised the ad hoc committee of creditors on Azul's restructuring, which involved the restructuring of existing bonds and convertible debentures through exchange offers and/or amendments to existing instruments, new financing (senior to other group debts and with priority over certain collateral shared with the restructured debt), converting part of the debt into equity of Azul and/or into new convertible debentures (made via public offers), as well as advice on various aspects of Azul's governance and shareholder rights
Marcelo Ricupero
Partner
Contract renegotiations: Eco101 and Concessionária Aeroporto Rio de Janeiro (CARJ)
In 2024, Mattos Filho acted in two paradigmatic cases concerning recent concession contract renegotiations with Brazil's Federal Court of Accounts (TCU), conducted via the court's specialized SecexConsenso unit. In the first, we advised Eco101 Concessionária de Rodovias in TCU/SecexConsenso's first renegotiation of a highway concession, which resulted in the inclusion of about BRL 7 billion in investments. The second case involved the renegotiation of the Galeão Airport concession in Rio de Janeiro, the most significant renegotiation linked to Brazil's airport sector. Mattos Filho was involved in the entire negotiation process at the TCU, contributing to the final solution in both cases
André Luiz Freire
Partner
