Our specialists have good relationships with companies and investors, always looking for the best solutions in mergers and acquisitions and equity private placement transactions.
Areas of Expertise
Transactions involving mergers and acquisitions, divestitures, partnerships and joint ventures are critical not only for enabling a company to grow, but, in many cases, for ensuring its relevance as well as its survival. BI&P's experience in identifying and executing purchase and sales transactions has helped elevate the competitiveness of our customers.
Our independence allows us to adopt a customer-centric vision during the structuring and negotiation of mergers and acquisitions. With this, we can offer unbiased advice, to the point of being able to recommend to our customers not to proceed with a transaction, if this is the best alternative. Our work in several industries leads us to have an in-depth sectoral understanding that, together with our knowledge of corporate finance, allows us to offer the right solution for each situation.
Our in-depth knowledge of the details of each transaction allows us to negotiate not only better pricing conditions, but also better payment structures, financing, exit options and guarantees, among other clauses. The advisory consists in the structuring and negotiation of the transaction, including: (i) identification and approach of possible targets / buyers; (ii) evaluation of the target company (iii) coordination of the work of legal and accounting advisors, (iv) structuring of the proposal to be submitted or the request for proposal; and (v) advice on negotiating the terms and conditions of the final transaction.
Accessing financial investor resources allows a company not only to fund its growth but also to increase its ability to attract and retain executives and advisors who will assist in the definition and implementation of its strategy. The decision to expand the shareholder base by attracting new investors typically represents a turning point for a company's timeline. However, this decision, as well as its execution, is a multi-task process, so the selection of the appropriate financial advisor might end up being the catalyst for either success or failure.
BI&P has experience in raising capital in private markets with local and international investors. Our track record is a differentiator in structuring transactions and allows us to identify investors, evaluate the investment, negotiate contracts and close the deal.
We maintain contact with a broad global network of institutional investors, including private equity funds, insurance companies, hedge funds and pension funds. Constant contact with these investors gives us a correct reading of the types of business in which they are interested, which leads us to identify the ideal investor for each business. This feature allows us to reduce the execution time in addition to increasing the confidentiality of the process.
Through our deep understanding of governance issues, we assist our clients in negotiating the terms and conditions of transactions, including price aspects, exit clauses and options, shareholder rights, etc. Through this process, we seek to defend the interests of our clients, focusing not only on immediate issues but also on long-term aspects such as alignment between investor and executives, as well as items related to corporate governance.
Funding through debt instruments is an attractive source of funds as it avoids dilution of shareholders.
BI&P professionals have an in-depth understanding of corporate finance and local and international credit markets, assisting our clients in structuring and raising debt with a significant range of investors. We advise a substantial volume of debt collection transactions in public and private markets.
Anticipation of up to 100% of the value of future exports, in national currency. The value of the national currency is calculated based on exports in foreign currency, converted at the exchange rate on the day of the anticipation. When the shipment of the goods occurs, the ACC is converted into an ACE, and its settlement is made upon payment of the export abroad.
Real Estate CCB is the name given by the market to a CCB (traditional model) issued by real estate companies with the objective of raising funds for the development of projects, infrastructure and basic sanitation for housing, limited to the total cost of the project. It has the advantage, in comparison to the traditional CCB, of exemption of IOF (tax on financial operations).
The CRA is a credit instrument representing the promise of cash payment, issued by securitization companies. It is backed by receivables originated from the business between rural producers, or their cooperatives, and third parties, including financing or loans related to the production, marketing, processing or industrialization of agricultural products or inputs or machines and implements used in agricultural production.
It is a fixed income security issued exclusively by Securitization Companies and backed by real estate credit. These real estate credits may be derived from the purchase and sale of real estate, acquisition of units linked to real estate development, real estate financing and build to suit, whether residential, commercial or industrial.
Working Capital financing in foreign currency.
It is a short-term debt security that can be issued by both publicly-held (SA) or limited (Ltda.) corporations, whose maturity date is defined according to the characteristics of the issuer's constitution, and may be issued for 180 or 360 days. As it is assigned to public offering, it is considered a security. Its biggest advantage, in comparison to a common financing, is the exemption of IOF (tax on financial operations).
CCI is a title representing real estate credits issued by the creditor of the credit, individual or legal entity. These real estate credits may be derived from the purchase and sale of real estate, acquisition of units linked to real estate development, real estate financing and build to suit, whether residential, commercial or industrial. It must have a maximum term and volume equivalent to the assigned credits.
Debentures are medium and long-term debt instruments issued by publicly-held corporations (S.A.), which may be traded on the capital market. Among its advantages, is the great flexibility, allowing the company to adapt the issue according to its needs and characteristics, and the exemption of IOF (tax on financial operations).
It is a credit issued by the exporter (Corporate), in Brazilian Reais, for the purpose of financing the future flow of exports, or the production of goods destined for export, or to support and complement members and key export activities.
The Investment Funds in Credit Rights are commissioned in the form of either open or closed-end funds and that allocates most of the resources to the acquisition of credit rights, commonly originated through commercial operations carried out in the financial, industrial, real estate, etc. sectors. Generally speaking, the FIDC is the vehicle by which the companies holding these credits can sell or assign to third parties, in this case, the FIDC's quota holders.
It is a form of financing Brazilian exporters in the pre-shipment phase, whose resources are obtained through funding from financial institutions abroad and whose purpose is to enable the production of goods destined for export. The settlement of the financing occurs through the resources received from the export carried out.
The Real Estate Investment Funds are organized as closed-end funds. The pooling of funds raised through a real estate fund is destined to be applied in real estate projects, such as commercial, residential, rural or urban real estate, built or under construction. The objective is to earn income by renting, selling or leasing the acquired projects.
Advice to companies that seek to open their capital (IPO), acting in the preparation stages that precede the engagement of the investment bank (s), such as structure and evaluation, auditing and corporate governance issues.
The consultancy includes client orientation in all stages involved in the IPO process, seeking to develop a coherent investment thesis that maximizes the value of the company, involving: (i) preparation of the business plan and feasibility study of the company (ii) advisory in the structuring of the company, its fiscal and corporate matters; (iii) advising on the raising of capital or questions related to mergers and acquisitions to give robustness to the company; (Iv) advising on the preparation of the main contracts; And (v) advising on the choice of coordinators, lawyers and auditors for the IPO.
Corporate restructuring is a delicate situation in a company's life, as it usually determines the viability of corporation's existence. Stakeholders of companies in this state often find no other option but to accept a reduction in their credits to enable the continuity of the venture. Differences in long-term vision can also result in disruption of operations, reducing the value of the company. Such situations typically involve complex negotiations with significant repercussions on the existence of each party involved: shareholders, employees, customers, and suppliers, among others.
BI&P's experience in corporate restructuring allows us to quickly identify the competitive positioning of each party in a negotiation, enabling us to advise our client so that he can maximize his benefit in the process. Our familiarity with the legal implications of each solution alternative, aided by specialized legal advisors, allows us to map each part in a negotiation and put our client in an optimal position. The services involve advice on the valuation of assets, negotiation with partners, suggestion of liquidity mechanisms and resolution of conflicts, as well as assistance in structuring and closing the business.
In this sense, we have extensive experience in acting within the thin line separating the interests of shareholders and creditors. Such competence is fundamental to avoid abrupt interruptions in the negotiations while allowing us to maintain a productive relationship with creditors, who will eventually have their loans reduced.
Review of strategic planning and sensitive variables to evaluate the client's business in the context of a transaction or for strategic planning, through the elaboration of a business plan, taking into account the company's general premises, as well as economic and market conditions.
The consultancy also involves the preparation of an economic-financial evaluation of the client's business (through the application of methodologies such as discounted cash flow, market multiples, and comparable transactions, among others), and the identification and evaluation of the optimal capital and study structure feasibility of the company.
Mr. Ribeiro began his career in 1979 as a lawyer in Pinheiro Neto Advogados (Brazil’s largest law firm) in the area of mergers and acquisitions. In 1988, he co-founded and acted as CEO of Banco Patrimônio (a 50-50 bank with Salomon Brothers) later sold to Chase Manhattan, where he served as CEO in Brazil. From 2001 to 2005, Mr. Ribeiro led the international equities division of JP Morgan in NY. In 2006, Mr. Ribeiro co-founded and became CEO of CPM Braxis, which, through a series of mergers and acquisitions, became the largest Brazilian IT services company, then sold to Cap Gemini in 2010 (where Mr. Ribeiro became vice-chairman of the Board). Founder and controlling shareholder of Casa do Saber (“House of Knowledge”), an educational center in São Paulo and Rio de January and also founder and coordinator of Associação Parceiros da Educação (“Partners in Education”), an independent non-profit organization that promotes partnerships between businesses and public schools in São Paulo. Currently, he is the CEO, board member and controlling shareholder of BI&P. Mr. Ribeiro has a law degree from University of São Paulo (USP), a degree in economics from Fundação Armando Alvares Penteado (FAAP), and a master in law (LLM) from the University of California, Berkeley.
Caio currently leads the Investment Banking team of BI&P. Previously, he was an Executive Director on Nomura’s Latin America Investment Banking team based in São Paulo. Prior to joining Nomura, Caio spent three years with Deutsche Bank's Investment Banking team in São Paulo and four years at ING Bank, responsible for covering a wide variety of Natural Resource and Infrastructure focused companies within the region. Prior to ING Bank, he worked at Deutsche Bank's São Paulo and New York offices for over three years, as well as UBS Warburg's Global M&A Group in New York. Caio began his career as an auditor and consultant at Arthur Andersen. He holds a Bachelor of Science degree in Business Administration from Unifacs in Salvador/BA and a Master in Business Administration degree from the Darden Graduate School of Business at the University of Virginia.
Recent Transactions Examples
Advisory to LT Norte Consortium (composed of the companies FM Rodrigues and Hersa) in the feasibility analysis of the lot 14, concerning Aneel’s Transmission Auction n° 05/2016.
Advisory to TECAM in the sale of a 100% of the company’s capital stock to ALS Limited.
Manager in the structuring and distribution of mortgage loans originated by Cipasa.
Advisory to Vogel (investee of the private equity fund P2 Brasil) in the acquisition of Telbrax.
Advisory to AGV Logística in the fundraising and sale of stake to private equity funds Kinea and Global Environment Fund (GEF).
Lead-manager in the Issue of CRA (Agribusiness Securities) of NovAmérica.
Lead-manager in the Issue of CRI (Real Estate Receivables) of Granviver Urbanismo.
Advisory in an unprecedented operation in Brazil, in which a group of 18 companies of funeral services, serving 3.8 million lives in Brazil, joined Icatu Seguros to create a new insurer.