BMA - Barbosa, Müssnich, Aragão has helped Brazil's Aliansce Shopping Centres merge with counterpart Sonae Sierra, which relied on Pinheiro Neto Advogados, in a 7 billion reais (US$1.8 billion) deal that creates Brazil's largest shopping centre manager.
Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados advised one of Aliansce's shareholders, the Canadian Pension Plan Investment Board.
The company will take the name Aliansce Sonae Shopping Centres. Once the deal closes, Aliansce's shareholders will hold a controlling stake (67.9%) in the combined company.
The new entity will be Brazil's largest shopping centre manager. It will own 29 shopping centres and manage another 11. They are spread over 13 of Brazil's 27 states, but the majority are in the states of São Paulo and Rio de Janeiro.
The deal not only creates Brazil's largest shopping centre operator, but is also a highly complementary combination, according to BMA partner Luis Loria Flaks. "The new entity will have stronger liquidity on the B3 stock exchange, which will benefit the whole stock exchange market," he says.
Pinheiro Neto partner Fernando Zorzo says the merger's main challenge centred on the new entity's corporate governance, which involved negotiating with several large international and domestic shareholders. There were also challenges related to creating an efficient tax structure. "We had to take into account the interests of the two publicly held companies, their shareholders and other stakeholders," Flaks says.
The parties announced the deal on 6 June and it is expected to close later this year.
Counsel to Aliansce Shopping Centres
BMA - Barbosa, Müssnich, Aragão
Partners Luis Loria Flaks, Hermano Notaroberto Barbosa, Débora Bacellar de Almeida and Luís Bernardo Coelho Cascão, and associates Ellen Juste Nuñez, Thiago Baptista Ferreira de Pinho, Guilherme El Hadi Franco Morgulis, Petrus Ruff do Vale, Pedro Henrique Serqueira e Souza, Rafaella Schwartz Jaraslovski, Julia Carniel Rosa, Thamires da Cas Grande Guerra and Matheus Augusto Gomes Barreto
Counsel to Sonae Sierra
Pinheiro Neto Advogados
Partners Fernando Zorzo, Flavio Veitzman and Cristianne Zarzur, and associates Diego Batista, Marcos Garrido, Cauê Myanaki and Gustavo Chauffaille
Counsel to Canadian Pension Plan Investment Board
Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
Partners Moacir Zilbovicius, Daniel Calhman de Miranda, Guilherme Woo de Moraes Terra and Renata Fonseca Zuccolo Giannella, and associates Juliana Katsue Motinaga Sato, Giovanna Traiman Coji and Ana Carolina Estevão
The article has been updated to include Mattos Filho as counsel to the Canadian Pension Plan Investment Board