Insolvency and debt RestRuctuRIng

I n s o lv e n c y a n d D e b t
R e s t r u c t u ri n g
A solid tradition
Felsberg Advogados is a full-service law firm with experience in complex
business transactions such as privatizations, project financing, corporate
restructurings, mergers and acquisitions and capital markets. Founded in
1970, Felsberg Advogados is one of the most prominent Brazilian law firms.
Well-known for its work in local and global disputes and transactions,
Felsberg Advogados has knowledge of different legal cultures and normative
environments in other countries. Its team of lawyers is composed of active
professionals with international experience, fluent in several languages, and
qualified to practice law in Brazil and abroad.
Felsberg Advogados is the sole Brazilian member of Meritas, an international
network of law firms with presence in more than 70 countries worldwide.
The firm also has partnerships with large firms in London, New York, Paris and
other important cities around the world. Felsberg Advogados is able to offer
solutions to its clients in a globalized and competitive environment.
Expertise in insolvency
and debt restructuring
matters
Felsberg Advogados is recognized, domestically and
Advice to creditors in fraudulent conveyance matters,
internationally, as the leading law firm in Brazil in matters
including measures to recover property which was transferred
involving insolvency and debt restructuring. The firm has
by the debtor
vast experience in advising clients in all matters regarding
bankruptcy, insolvency, reorganization and debt restructuring,
Structuring debtor-in-possession (DIP) financing, and
either in or out of court.
alternative forms of financing a debtor company in both debt
restructurings and reorganizations
Advice to debtors, secured and unsecured creditors,
investors, shareholders, officers and directors, guarantors,
Advice on structuring and creating security interests within
judicial administrators, trustees of notes and bonds and other
debt restructurings and reorganization proceedings
stakeholders in liquidation and reorganization proceedings,
and in debt restructurings and workout agreements
Advice on mergers and acquisitions, including the conversion
of debt into equity, change of control, sale of assets or
Advice on the development of plans and strategies for
economic units within debt restructurings, reorganizations
the turnaround of distressed companies and for the
and liquidations, and on other alternatives for investment in
implementation of reorganization measures
distressed companies
Coordination of cross-border insolvency cases, involving
Legal due diligence and risk analysis for investment in
entities and/or assets in several jurisdictions, including U.S.
distressed companies
Chapter 15 cases, with the support of foreign law firms
Issuance of bonds or notes representing restructured debt or
Drafting plans of reorganization, inter-creditor agreements,
new debt
standstill agreements and other agreements related to the
restructuring of debt
Advice in the assumption or rejection of contracts with
distressed companies
Advice on the renegotiation of the terms of payment of bonds
or notes, and the amendment or modification of indentures
“This full-service firm is an accomplished player in the
International recognition
Felsberg Advogados is widely recognized as having the
bankruptcy and restructuring arena.”
leading bankruptcy and reorganization practice in Brazil.
Chambers and Partners, 2012
The firm has been acclaimed, for consecutive years, by
local and foreign publications, as the benchmark in debt
restructurings, liquidations and reorganizations in Brazil.
“This firm is widely considered to be a pioneer for
Band 1 in the area of Bankruptcy/Restructuring with
bankruptcy and restructuring matters in Brazil. The
Chambers and Partners
team has a stellar reputation for advising creditors
and investors on distressed M&A, but is best known
Tier 1 in the area of Bankruptcy and Restructuring with The
for representing debtors in the restructuring of their
Legal 500 Latin America
liabilities.”
Chambers and Partners, 2013
Featured in the Insolvency & Restructuring practice area by
Who’s Who Legal
A reference for PLC Which Lawyer
“A ‘major player’, [Felsberg Advogados] (…) is renowned
for its depth of experience. The ‘very professional’
Felsberg Advogados was recognized in the area of
team represents clients in insolvency litigation, judicial
reorganization by LatinLawyer on the following occasions:
restructurings and bankruptcy cases. Particularly well
regarded for its advice to debtors, it can draw on
Winner of the Deal of the Year award, in the Restructuring
extensive experience in this sector to assist clients
category, for representing Parmalat in its reorganization
with restructuring and reorganisation plans. The firm’s
proceeding (2006)
strong position in the market is reflected by the team’s
involvement in the drafting of bankruptcy-related
Nominated for the Deal of the Year award, in the
legislation.”
Restructuring category, for representing TMT Motoco in its
The Legal 500 Latin America
reorganization proceeding (2008)
Winner of the Deal of the Year award, in the Restructuring
Meet our team of excellence
category, for representing JP Morgan, the largest unsecured
creditor, in the reorganization of Independência Alimentos
(2010)
Winner of the Deal of the Year award, in the Restructuring
category, for representing CELPA in its reorganization
proceeding (2012)
Nominated for the Deal of the Year award, in the
Restructuring category, for representing Rede Energia in its
reorganization proceeding (2013)
The insolvency and debt restructuring practice offers a team of over a dozen qualified
professionals with a solid legal background and experience in the field. Its attorneys
have graduated from the best universities in Brazil and abroad, and are frequently cited
as references.
Felsberg Advogados also benefits from being a full-service law firm, meaning it is
able to offer a wide variety of services related to the field of insolvency and debt
restructuring. The teams, all composed of skilled attorneys, work closely together and
interact in order to offer integrated solutions that meet the expectations of our clients.
The multidisciplinary team at Felsberg Advogados has extensive experience in matters
related to insolvency and debt restructuring in the fields of financial, contractual,
corporate, regulatory, antitrust, tax, labor, environmental, consumer and intellectual
property law.
Felsberg Advogados is able to to offer complete solutions to its clients in any debt
restructuring transaction, assisting in matters such as financial and capital markets
transactions; mergers and acquisitions; shareholders agreements; and negotiations
with labor unions in complex insolvency and restructuring proceedings.
Meet our team of excellence
Meet our team of excellence
Thomas Benes Felsberg is the founding partner of Felsberg Advogados and a
worldwide reference in the field of insolvency and reorganization law. Thomas Felsberg
graduated from the University of São Paulo (1966) and holds an LLM from Columbia
University (1970). Thomas Felsberg has lectured on conflict of laws at the University
of São Paulo, is the author of several books and articles, and participates in several
congresses and seminars in Brazil and worldwide.
Paulo Fernando Campana Filho is a partner in the area of insolvency and debt
Thomas Felsberg is a consultant for the World Bank in the field of insolvency and
creditors’ rights, having contributed to the Global Insolvency Law Database (GILD)
and to the Reports on the Observance of Standards and Codes (ROSC). He has
been recognized by publications such as Latin Lawyer and Chambers as the leading
insolvency lawyer in Brazil, having participated in most of the country’s larger
reorganizations. He took part in the drafting committees for the current corporate
insolvency law.
Thomas Felsberg is the sole Brazilian member of the American College of Bankruptcy
and a board member of the International Insolvency Institute, also being affiliated
with INSOL International and other domestic and foreign entities. He is a founding
member and former chairman of the board of the Brazilian chapter of the Turnaround
Management Association (TMA).
Apart from his work related to insolvency and debt restructuring, Thomas Felsberg
playsan important role as an arbitrator listed in major arbitration chambers,
as a member of committees of the Brazilian Bar Association, of the Federation of
Industries of the State of São Paulo (FIESP) and of the Law Firms Study Center (CESA),
and as President of the Columbia University Club of Brazil.
restructuring. Paulo Campana graduated from the University of São Paulo (2003),
has an extension course from the University of Salzburg (2005), and holds a
Master’s Degree from the University of Coimbra (2007) and a Doctor’s Degree from
the University of São Paulo (2013), having developed a thesis on cross-border
insolvencies and the reorganization of multinational corporate groups.
Paulo Campana is a founding member of the Brazilian chapter of the Turnaround
Management Association (TMA), is a member of INSOL International, and
participated on the NextGen Programs of the International Insolvency Institute (III)
and the National Conference of Bankruptcy Judges (NCBJ).
Paulo Campana is a member of committees of the Brazilian chapter of TMA and of III
NextGen. He is the author of several articles and is a speaker on the subject. Paulo
Campana has also participated in research groups in the area at the University
of São Paulo.
Unmatched experience in the field
Felsberg Advogados has advised clients in over 100 domestic and cross-border
transactions involving insolvency and the restructuring of the debt of large and
medium-sized companies. The attorneys at Felsberg Advogados strongly believe that
no two cases are alike, and are driven by the challenges brought by their clients.
The firm has been present in all the most high profile cases in the country,
representing both debtors and creditors, since the enactment of the current law,
in 2005.
The firm has managed to participate in cross-border and global insolvencies involving
court proceedings and/or legal work in the United States, Latin America, Europe and
Asia. Felsberg Advogados coordinated the reorganization of Brazilian multinationals,
with the filing of proceedings in other countries, including the U.S. and Europe, and
helped the Brazilian subsidiaries in the global restructuring of foreign companies.
Felsberg Advogados has also participated in several relevant debt restructuring
transactions, advising both debtors and creditors, and advised investors on the
acquisition of assets of distressed companies.
Apart from having participated in relevant cases, the firm has also advised debtors,
creditors
and investors in transactions involving the debt restructuring of small and middlesized companies.
The achievements in all these cases are a testament to the capability and versatility
of Felsberg Advogados’ multidisciplinary team.
Unmatched experience in the field
Some of the significant cases in which Felsberg Advogados has acted, and which became
public, are the following:
Case
Matter
Amount at Stake
Alda
Representation of the sugar mill Alda in its reorganization proceeding.
US$ 200,000,000
Aralco
Representation of a group of bondholders in the reorganization of the sugar mill Aralco.
US$ 250,000,000
Arantes
Representation of Arantes, a corporate group of beef companies, in its reorganization
proceeding and in the sale of a production unit to an investor.
US$ 600,000,000
Avícola Felipe
Representation of Avícola Felipe in its reorganization proceeding and sale to Gonçalves
& Tortola.
US$ 70,000,000
Baldin
Representation of the sugar mill Baldin in its reorganization proceeding, which involved
the conversion of debt into equity.
US$ 200,000,000
Bekum
Representation of the Brazilian subsidiary of German company Bekum in its
reorganization proceeding.
BRA Transportes
Aéreos
Representation of BRA Airlines in its reorganization proceeding.
CBAA
Representation of the sugar mill Companhia Brasileira de Açúcar e Álcool (CBAA) in its
reorganization proceeding.
Celpa
Representation of the electric utility Concessionária de Energia
Elétrica do Pará (Celpa) in its reorganization proceeding and in the sale of its corporate
control to Equatorial Energia, which committed itself to investing US$ 350 million in the
company. The transaction involved the filing of a Chapter 15 case in the U.S.
US$ 20,000,000
US$ 100,000,000
US$ 150,000,000
US$ 1,500,000,000
DASA
Representation of the sugar mill Destilaria Americana (DASA) in its reorganization
proceeding.
US$ 50,000,000
Daslu
Representation of the up-market boutique Daslu in its reorganization proceeding and in
its sale to an investor.
US$ 40,000,000
Denusa
Representation of the sugar mill Destilaria Nova União (Denusa) in its reorganization
proceeding.
US$ 70,000,000
Editora Três
Representation of the creditors Docas Investimentos and Companhia Brasileira de
Multimídia in the reorganization proceeding of Editora Três.
US$ 2,000,000
Case
Matter
Amount at Stake
Case
Matter
Amount at Stake
Engepar
Representation of Engepar Engenharia in its expedited reorganization
proceeding and in the drafting of its pre-packaged plan.
US$ 25,000,000
OGX/OSX
Representation of OSX-3 bondholders, the largest group of OSX
creditors, in the reorganization proceeding of OGX/OSX.
US$ 500,000,000
Floralco
Representation of Floralco in its reorganization proceeding and in the
sale of a sugar mill to an investor for US$ 70 million.
US$ 150,000,000
Sasil
Representation of Sasil in its expedited reorganization proceeding.
US$ 20,000,000
Frango Forte
Representation of Frango Forte in its reorganization proceeding.
US$ 60,000,000
Suape Têxtil
US$ 70,000,000
Frevo
Representation of the creditor Alcoa Alumínio in the reorganization
proceeding of Frevo Brasil.
US$ 24,000,000
Representation of Suape Têxtil, part of the Corduroy group, in its
reorganization proceeding, which involved negotiations with BNDES and
BNB.
Representation of Frialto, a group of beef companies, in its
reorganization proceeding.
US$ 300,000,000
Representation of the supermarket chain Supermercado Gimenes in
its reorganization proceeding and in the sale of stores to Carrefour and
Ricoy.
US$ 80,000,000
Frialto
Supermercado
Gimenes
Independência
Representation of JP Morgan Chase, the largest creditor, in the judicial
reorganization proceeding of the beef company Independência. The
transaction involved the contracting of a debtor-in-possession financing
by means of the issuance of notes abroad, the sale of the corporate
control of Independência to JBS and the filing of a Chapter 15 case in
the U.S.
US$ 120,000,000
Tecumseh
Representation of TMT Motoco do Brasil, a Brazilian subsidiary of
Tecumseh Power Products, in its court-supervised reorganization
proceeding and in the sale of a property to WTorre.
US$ 40,000,000
Tahitian Noni
Brasil
Representation of the Brazilian subsidiary of Morinda Holdings, the
manufacturer of Thahitian Noni juice, in the filing of its voluntary
liquidation proceeding.
US$ 15,000,000
Infinity
Bio-Energy
Representation of Infinity Bio-Energy Brazil and its subsidiaries in their
reorganization proceeding, in the acquisition of their corporate control
by the Bertin group, and in a series of debtor-in-possession financing
transactions in the total amount of US$ 150 million, by means of bank
loans and the issuance of notes abroad. The case involved the filing of a
winding-up proceeding in Bermuda.
US$ 500,000,000
Usina São
Fernando
Representation of the sugar mill Usina São Fernando in its
reorganization proceeding.
US$ 400,000,000
Kärcher
Representation of Woma, a Brazilian subsidiary of the German company
Alfred Kärcher, in its voluntary liquidation.
US$ 7,000,000
Unmatched experience in the field
Laginha
Representation of Rabobank, holder of an unsecured claim, in the
reorganization proceeding of Laginha.
US$ 4,000,000
Lousano
Representation of Lousano in its court-supervised reorganization
proceeding.
US$ 40,000,000
Lupatech
Representation of Lupatech in its expedited reorganization proceeding.
US$ 275,000,000
Mabe
Representation of Mabe, the Brazilian subsidiary of the Mexican
multinational company that manufactures appliances and holder of the
GE brand in Brazil, in its reorganization proceeding.
US$ 300,000,000
Neotêxtil
Representation of the textile company Neotêxtil in its reorganization
proceeding.
US$ 30,000,000
Apart from the cases mentioned above, Felsberg Advogados has advised clients on
several other national and cross-border cases. The majority of the cases in which the
firm has taken part did not involve the filing of court measures and, therefore, did not
go public.
In some of the cases which did not become public, the firm represented interests as
diverse as those of investors, either national or foreign, in the risk analysis related to
the acquisition of assets, and of foreign companies which intended to restructure their
operations in Brazil. In addition, Felsberg Advogados has represented clients in the
drafting of agreements, either individual or collective, between creditors and debtors.
Some of these cases, while confidential, have made headlines across the globe.
Contacts
Thomas Felsberg
[email protected]
Tel.: (55 11) 3141-9101
Paulo Fernando Campana Filho
[email protected]
Tel.: (55 11) 3141-9168
www.felsberg.com.br

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