TTR Dealmaker Q&A – Moacir Zilbovicius

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TTR Dealmaker Q&A

September 2016

Kroton Educacional acquires Estácio Participações

USD 1.63bn

Moacir Zilbovicius
Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

On 16 August 2016 Estácio Participações accepted Kroton Educacional’s USD 1.63bn takeover bid. Moacir Zilbovicius was part of the legal team at Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados that advised the seller in this monumental transaction.

Q: How did Mattos Filho land the advisory mandate and when was the firm retained?

A: We were engaged in the first week of June thanks to our relationship with Estácio’s board members and owing also to referrals from financial institutions involved in the deal.

Q: What prompted your client to explore strategic alternatives?

A: Both Kroton’s and Grupo Ser´s offers were unsolicited. As far as I know, Estácio was not pursuing strategic alternatives at the time. What ensued after Kroton’s offer was made public was basically the board members assessing the offer and pursuing the best alternative available for its shareholders.

Q: Beyond the economic factor, what made Kroton’s bid more enticing than Grupo Ser’s previous offer?

A: Several factors came into play, but, beyond the economic and strategic factors, one that played an important role was management´s assessment of the likelihood of shareholders from both companies approving the deal. 

Q: How does this transaction impact Brazil’s higher education landscape?

A: Both the Brazilian antitrust authorities and Ministry of Education are assessing the impacts of this deal, if any, and should issue their views on this, hopefully, sooner than later.

Q: What practice areas were critical in the deal and in what way did the transaction require Mattos Filho to employ its unique capabilities?

A: I am proud to say that Mattos Filho was involved in almost all of the recent merger transactions involving public companies in Brazil. This gives us not only a competitive edge, but also relevant know-how and expertise in handling such complex transactions. We have also actively participated in numerous deals involving corporations with no controlling shareholder or group, which enabled us to provide Estácio’s management with the specific guidance it needed to handle the unique situation it found itself in. Obviously, addressing the antitrust circumstances involved in the transaction was also highly important. We have a highly specialized antitrust group that allowed us to live up to the task at hand.

Q: What antitrust hurdles does the transaction face?

A: Though the deal was approved in the general shareholders meetings of both companies, it remains subject to the approval of the Brazilian antitrust authorities and Ministry of Education. The businesses of Kroton and Estácio are very complementary, in particular from a geographic standpoint, and the parties are confident that the necessary antitrust approval will be obtained in due course. 

Q: What distinguished this transaction from other M&A deals Mattos Filho has advised on?

A: The fact that it involved two companies with no controlling shareholder or group of shareholders, and that it was prompted by an unsolicited offer that led to competing offers from the market, and almost the launching of a tender offer by a relevant shareholder and member of the target´s board, made the deal very unique.

Q: How is the legal advisory work different in such a transaction where there is no controlling shareholder? 

A: Our work was mainly focused on advising the board of directors and the special committee that was created specifically to negotiate the transaction with Kroton.

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Brazilian textiles and apparel in vogue

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LATIN AMERICA

TTR Deal Tracker is a monthly email update identifying M&A trends in Latin America and compiling YTD rankings of leading financial and legal advisors

BRAZIL: Fashion and textile industry consolidation accelerates

The number of transactions in Brazil’s fashion and textiles industry grew by 167% to the close of August 2016 compared to the same period in 2015, according to TTR data (www.TTRecord.com).
The uptick in deal flow in the space was led predominantly by Brazilian firms, with just two cross-border deals in the sector YTD compared to one for the same eight months last year.

COLOMBIA: Real estate dealmaking picks up steam

Transaction volume in Colombia’s real estate segment jumped 75% in the first eight months of 2016 over the same period last year, according to TTR data (www.TTRecord.com).
Foreign buyers have demonstrated increased appetite for real estate assets, leading three transactions YTD compared to just one for the same eight months in 2015.

Rankings / League Tables

Latin America Ranking – 2016*

Financial Advisory – Year to Date (YTD)

Banco Itaú BBA maintains a comfortable lead in TTR’s Latin America financial advisory ranking by deal volume and aggregate value at the close of August, with 27 advisory mandates under its belt worth a combined USD 15.6bn, the same number of transactions it advised on in the first eight months of 2015 when it also led the top 10. Its aggregate deal value is up 8% from USD 14.5bn a year ago, meanwhile. Banco Bradesco BBI climbed from sixth place a year ago to take second, its deal volume growing 250% from six to 21, the aggregate value of those transactions up 37% from USD 9.1bn to USD 12.5bn. BTG Pactual fell from second at the close of August 2015 to third a year later, its deal volume down 25% from 16 to 12, the aggregate value of its deals down 39% from USD 9.5bn to USD 5.8bn. Citigroup, in fourth with 11 deals under its belt YTD, was not among the top 10 financial advisors in the region a year ago. Banco Santander slipped from third place at the close of August 2015 to fifth, despite increasing deal volume by 38% from eight to 11 transactions and growing aggregate deal value 43% from USD 5.3bn to USD 7.5bn. BAML climbed from ninth a year ago to sixth, increasing deal count from four to 10, the combined value of its deals jumping from USD 777m to USD 12.2bn. BNP Paribas, in seventh, was not among the top 10 a year ago, nor was Morgan Stanley, in eighth. BBVA fell from fifth a year ago to ninth, despite maintaining the same deal volume and virtually the same aggregate value between the two eight-month periods. Vinci Partners brings up the rear in tenth, also with seven mandates YTD, after not appearing on the chart a year ago.

Baker & McKenzie leads TTR’s Latin America legal advisory ranking at the close of August with 17 mandates worth a combined USD 2.5bn, representing a 23% decline in deal volume and an 81% increase in aggregate value relative to its 22 transactions together worth USD 1.4bn at the close of August 2015, when it also led the chart. Jones Day follows in second, as it did a year ago, its deal volume down from 17, its aggregate deal value down 89% from USD 2.5bn. Cleary Gottlieb Steen & Hamilton ranks third with 10 deals, followed by Linklaters in fourth with nine, neither having appeared among the top 10 for the first eight months of 2015. Clifford Chance, in fifth, and White & Case, in sixth, have also advised on nine transactions in the region YTD, the former falling from fourth in the chart a year ago when it’d advised on five deals worth USD 8.3bn, the latter down from fifth at the close of August 2015, when it’d also advised on five transactions, in its case worth USD 983m. Hogan Lovells, in seventh with six deals YTD, was absent from the chart a year ago and is tied by volume with Shearman & Sterling, which fell one position from seventh, despite having added one deal to its count of a year ago and increasing the aggregate value of its transactions by 65% from USD 724m. Chadbourne & Parke, in ninth with four deals YTD, was not among the top 10 a year ago. Skadden, Arps, Slate, Meagher & Flom brings up the rear with three deals together worth USD 2.7bn, down from five a year ago together worth USD 866m.

Brazil Ranking* – 2016
Financial Advisory – Year to Date (YTD)


Banco Itaú BBA leads TTR’s Brazil financial advisory ranking at the close of August with 22 deal mandates YTD worth a combined USD 11.6bn, down by a single transaction from its 23 deals worth USD 14bn a year ago when it also led the chart. Banco Bradesco BBI rose from third to second place, up 250% by volume and 37% by aggregate value from its six transactions worth USD 9.1bn at the close of August 2015. Banco BTG Pactual fell from second to third despite having added one transaction to its count of a year ago. The aggregate value of BTG Pactual’s deals is down 45% from USD 8.4bn, meanwhile. BAML, in fourth, was not among the top 10 banks advising on M&A in Brazil in the first eight months of 2015, nor was Vinci Partners, in fifth, Banco Santander, in sixth, or Rothschild in seventh place. BR Partners ranks eighth, falling one position from seventh a year ago, despite having added one transaction to its deal count and increasing the combined value of its deals by 625% from USD 176m. Morgan Stanley, in ninth, and BNP Paribas, in tenth, were both absent from the top 10 ranking at the close of August 2015.

Legal Advisory – Year to Date (YTD)


Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados leads TTR’s Brazil legal advisory ranking for the first eight months of 2016 with 34 transactions worth a combined USD 14.7bn, representing a 48% increase in deal volume and a 65% spike in the combined value of its deals compared to a year ago, when it ranked fourth with 23 deals together worth USD 8.9bn. Machado, Meyer, Sendacz e Opice Advogados holds firm to its second place ranking of a year ago, its deal count up from 25 to 32, the combined value of its deals down 86% from USD 12.5bn to USD 1.8bn. Pinheiro Neto Advogados fell from first a year ago to third in the chart while maintaining the same deal volume. The firm’s deals are together worth 3% less than a year ago when the combined value of its transactions totaled USD 9.5bn. TozziniFreire Advogados climbed from eighth a year ago to take fourth place, its deal volume up 94% from 16 to 31, the aggregate value of its deals up 122% from USD 798m to USD 1.8bn. Souza, Cescon, Barrieu & Flesch Advogados holds onto the same fifth place ranking it held a year ago, notwithstanding a 26% increase in deal volume from 23 to 29 and a 16% decline in its aggregate deal value from USD 4bn to USD 3.4bn. Barbosa, Müssnich, Aragão fell three places in the chart to take sixth, its deal volume down from 23 to 18, its aggregate value down 38% from USD 9.1bn to USD 5.7bn. Stocche, Forbes, Padis, Filizzola, Clapis, Passaro, Meyer e Refinetti Sociedade de Advogados ranks seventh after not appearing among Brazil’s top 10 M&A firms a year ago. Veirano Advogados fell two positions in the ranking to take eighth as it lost two transactions relative to its deal count a year ago and increased aggregate deal value 1,300% from USD 408m to USD 5.7bn. Demarest Advogados held onto its ninth place ranking of a year ago while adding one deal to its count and increasing the combined value of its deals nearly 3,000% from USD 79m to USD 2.4bn. Lefosse Advogados brings up the rear in tenth place after not placing on the top 10 chart at the close of August 2015.

Mexico Ranking* – 2016

Financial Advisory – Year to Date (YTD)

BBVA leads TTR’s Mexico financial advisory ranking at the close of August, advising on five transactions YTD, the same deal volume of a year ago when it also led the chart, the aggregate value of its deals virtually unchanged between the two eight-month periods. Citigroup jumped five places to take second, adding three transactions to its count of a year ago and upping aggregate deal value 269% from its sole transaction worth USD 1.2bn to four worth USD 4.5bn combined. Deutsche Bank ranks third after not placing among the top 10 to the close of August 2015. JPMorgan, in fourth, was also absent from the top 10 chart a year ago, as was Morgan Stanley, in fifth, and Lazard, in sixth. RIóN M&A ranks seventh with two transactions YTD of undisclosed value, down from three a year ago. Goldman Sachs, in eighth, PC Capital, in ninth, and UBS, in tenth, were all absent from the top 10 at the close of August 2015.

Creel, García-Cuéllar, Aiza y Enríquez leads TTR’s Mexico legal advisory ranking for the first eight months of 2016 with 18 mandates together worth USD 3.3bn, the same deal volume it had for the corresponding period in 2015 when it also led the chart. The aggregate value of its deals fell 66% from USD 9.5bn a year ago, meanwhile. Galicia Abogados held on to its deal count of 10 of a year ago, climbing one place in the chart to take second, its aggregate deal value up 24% from USD 2.8bn to USD 3.4bn. Ritch, Mueller, Heather y Nicolau ranks third with five deals YTD after not placing among the top 10 legal advisors in Mexico in the first eight months of 2015. White & Case México added one transaction to its count of a year ago, climbing six places to take fourth, notwithstanding a 28% decline in aggregate value from USD 983m to USD 704m. Mijares, Angoitia, Cortés y Fuentes, also with five M&A mandates YTD, fell three places in the chart to take fifth, the combined value of its deals down 80% from USD 3.5bn at the close of August 2015. Jones Day México lost two deals relative to its count of a year ago and fell two places in the chart to take sixth, its aggregate deal value down 90% from USD 2.2bn. Santamarina y Steta Abogados, in seventh, and Von Wobeser y Sierra, in eighth, were both absent from the top 10 a year ago. Basham Ringe y Correa fell two places in the chart to take ninth, its deal count down by two, its aggregate deal value down 93% from USD 1.4bn at the close of August 2015. Robles Miaja Abogados brings up the rear in tenth with its two transactions after not placing among the top 10 M&A firms advising in Mexico in the first eight months of 2015.

* TTR Rankings are generated with transactions announced or closed in 2016 year-to-date. The ranking includes sales and acquisitions of shares and of assets, creation of joint ventures, and Private Equity/Venture Capital investments. The legal advisor rankings for Brazil and Mexico take into consideration advisory services regarding domestic laws. All rankings only include deals where a company of the respective country was the target of the transaction. In the case of LATAM, it would be a Latin American country. The LATAM ranking does not specify the origin of the advisory law, so the filter only considers firms from the UK/US.

In case of a draw, the adopted criteria will be the following: if the draw is due to number of transactions, the total deal value prevails; if it is due to deal value, the number of transactions prevail. When a draw of both number of transactions and deal value occurs, the same position will be retained and the deals will be arranged alphabetically.

Chile’s distribution and retail space heats up

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LATIN AMERICA

TTR Deal Tracker is a monthly email update identifying M&A trends in Latin America and compiling YTD rankings of leading financial and legal advisors

BRAZIL: Oil & Gas sector dynamic

Transactions in Brazil’s oil & gas sector increased by 113% in the first seven months of 2016 compared to the same period in 2015, according to TTR data (www.TTRecord.com).
Asset sales also rose in the energy sector with five such transactions YTD compared to two in the January-July period of 2015.

CHILE: Deal volume grows in distribution and retail

Dealmaking in Chile’s distribution and retail space is up 150% YTD in 2016 compared to the same seven months in 2015, according to TTR data (www.TTRecord.com).
The appetite from international investors in the sector is also up, with five transactions led by foreign buyers YTD compared to three in the first seven months of 2015.

Rankings / League Tables

Latin America Ranking – 2016*

Financial Advisory – Year to Date (YTD)

Banco Itaú BBA leads TTR’s Latin America financial advisory ranking at the close of July by volume and aggregate value, with 24 deal mandates in the first seven months of 2016 worth a combined USD 15.3bn. The top M&A bank in Brazil also led the chart in the first seven months of 2015, when it had advised on 28 transactions worth a combined USD 14.6bn, representing a 14% dip in volume and a 5% increase in aggregate value between the two periods. Banco Bradesco BBI climbed from sixth place in the chart a year ago to take second, its deal volume up 133% from six to 14 transactions, the combined value of those deals up 18% from USD 9.1bn to USD 10.8bn. Banco BTG Pactual fell from second at the close of July 2015 to take third, its deal volume down 25% from 16 to 12, the aggregate value of those transactions down 39% from USD 9.5bn to USD 5.8bn. BAML climbed from ninth place at the close of July 2015 to take fourth, its deal volume up 125% from four to nine transactions, its aggregate value up 1,152% from USD 777m to USD 9.7bn. Citigroup, in fifth, didn’t place among the top 10 in the first seven months of 2015. Banco Santander fell from third a year ago to take sixth, despite adding one deal to its tally of eight at the close of July 2015 and increasing its aggregate deal value by 15% from USD 5.3bn to USD 6bn. Morgan Stanley, in seventh, was not among the top 10 a year ago. BBVA fell from fifth to eighth in the chart, its deal count holding steady at seven, the combined value of those transactions down 3% to USD 2bn. BNP Paribas, in ninth with six mandates YTD, was also absent from the top 10 a year ago, as was Vinci Partners, bringing up the rear with an equal number of deals.

Baker & McKenzie leads TTR’s Latin America legal advisory ranking for the first seven months of 2016, as it did for the corresponding period a year earlier, despite a 36% decline in the firm’s deal volume and a 25% decline in aggregate value compared to its performance to the close of July 2015 when it led with 22 transactions worth a combined USD 1.4bn. Jones Day follows in second with 11 transactions worth a combined USD 279m, a 35% decline in volume and an 89% decline in aggregate value relative to its performance in the seven months ending a year ago, when it also placed second. Linklaters, in third, was not among the top 10 international law firms advising on deals in Latin America in the first seven months of 2015. Clifford Chance holds firm to its fourth-place position of a year ago, its eight mandates YTD worth USD 7.4bn combined, compared to five worth USD 8.3bn in the same seven-month period last year. Cleary Gottlieb Steen & Hamilton, in fifth, did not place among the top 10 to the close of July 2015. White & Case fell one place to sixth, despite adding two transactions to its tally of five compared to the January-July period in 2015. Hogan Lovells, in seventh, was absent from the chart a year ago, this year bumping Shearman & Sterling down a spot to eighth, down also in volume by one deal. Chadbourne & Parke, in ninth, is tied with Shearman & Sterling by volume with four deals under its belt, after not appearing on the chart at the close of July 2015. Skadden, Arps, Slate, Meagher & Flom lost two deals compared to its tally of a year ago to bring up the rear, its aggregate value up 207% from USD 866m to USD 2.7bn.

Brazil Ranking* – 2016
Financial Advisory – Year to Date (YTD)


Banco Itaú BBA leads TTR’s Brazil financial advisory ranking for the first seven months of 2016 with 19 transactions worth a combined USD 11.3bn, representing a 21% decline in deal volume and a 20% decline in aggregate deal value relative to the corresponding period in 2015 when it also led the pack. Banco Bradesco BBI rose from third to take second in the chart, bumping Banco BTG Pactual to third place. Bradesco advised on 14 transactions worth a combined USD 10.8bn, increasing its deal volume by 133% from six at the close of July 2015 to 14 as the combined value of its transactions grew 18% from USD 9.1bn to USD 10.8bn. BTG Pactual added one deal to its tally of a year ago while its aggregate deal value fell 45% from USD 8.4bn. BAML, in fourth, was not among the top 10 investment banks advising in Brazil to the close of July 2015, nor was Banco Santander, in fifth, Vinci Partners in sixth, nor Rothschild, in seventh. BR Partners fell from seventh to eighth, despite adding one deal to its tally of a year ago to close July 2016 with five transactions worth a combined USD 1.3bn, representing a 625% increase in aggregate deal value from USD 176m. Morgan Stanley, in ninth, and Magma, in tenth, were both absent from the top 10 ranking at the close of July 2015.

Legal Advisory – Year to Date (YTD)


TozziniFreire Advogados leads TTR’s Brazil legal advisory ranking for the first seven months of 2016 with 31 transactions worth a combined USD 1.8bn, a 94% increase in deal volume and a 121% increase in aggregate value compared to its 16 transactions worth a combined USD 798m of a year ago when it ranked eighth in the chart. Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados ranks second, its 30 transactions worth a combined USD 12bn leading the chart by aggregate value and representing a 30% increase in volume and a 34% increase in combined deal value compared to its 23 transactions together worth USD 8.9bn to the close of July 2015, when the firm raked fourth. Pinheiro Neto Advogados fell from first a year ago to take third place, with 29 transactions together worth USD 8.7bn compared to 31 worth USD 9.5bn at the close of July 2015. Souza, Cescon, Barrieu & Flesch Advogados is up one place to take fourth, with 29 deals together worth USD 3.4bn compared to 23 worth USD 4bn a year ago, a 26% increase in volume and a 16% decline in aggregate value. Machado, Meyer, Sendacz e Opice Advogados fell three positions to take fifth, despite increasing deal volume by 16% from 25 to 29. Its aggregate deal value is down 92% meanwhile, from USD 12.5bn to USD 1bn. Stocche, Forbes, Padis, Filizzola, Clapis, Passaro, Meyer e Refinetti Sociedade de Advogados, in sixth, was not among the top 10 M&A firms in Brazil at the close of July 2015. Veirano Advogados fell one position from sixth a year ago to take seventh in the chart, its deal count down by two transactions, its aggregate deal value up nearly 1300% from USD 408m. Barbosa, Müssnich, Aragão fell from third at the close of July 2015 to eighth, its volume down 26% from 23, its aggregate deal value off 38% from USD 9.1bn. Lefosse Advogados, in ninth, was not among the top 10 firms in Brazil in the first seven months of 2015. Demarest Advogados brings up the rear with 16 transactions together worth USD 2.4bn, the same volume as a year ago when it ranked ninth, its aggregate value up nearly 3,000% from USD 79m.

Mexico Ranking* – 2016

Financial Advisory – Year to Date (YTD)

BBVA leads TTR’s Mexico financial advisory ranking at the close of July 2016 with five transactions worth a combined USD 2bn, the same deal volume the Spanish bank had registered a year ago when it also led the chart. BBVA’s aggregate deal value is virtually on par as well, its USD 2bn in combined value representing little more than a 1% increase over a year ago. Citigroup rose from seventh to take second place in the chart as it added two transactions to its tally of a year ago and increased the combined value of its deals by 184% from USD 1.2bn to USD 3.5bn. Deutsche Bank, in third, was not among the top 10 banks advising on M&A in Mexico a year ago, nor was JPMorgan, in fourth, nor Morgan Stanley, in fifth. Lazard too was absent from the top 10 a year ago and now ranks sixth. RióN M&A lost one transaction compared to its tally at the close of July 2015, falling from third to seventh in the chart. Goldman Sachs, in eighth, PC Capital, in ninth, and UBS, bringing up the rear in tenth, were also absent from the top 10 a year ago.

Creel, García-Cuéllar, Aiza y Enríquez leads TTR’s Mexico legal advisory ranking at the close of July 2016 with 18 advisory mandates YTD, the same volume it registered in the first seven months of 2015 when it also led the chart. The leading firm’s aggregate deal value is down 66% from USD 9.5bn. Galicia Abogados held firm to its deal count of 10 a year ago, climbing one position in the chart to take second and increasing aggregate deal value 24% from USD 2.8bn to USD 3.4bn. Jones Day México climbed one position in the chart to take third, notwithstanding losing two transactions relative to its tally of a year ago and its aggregate value falling 90% from USD 2.2bn to USD 209m. Santamarina y Steta Abogados, in fourth, was not among the top 10 M&A firms advising in Mexico for the seven months ending at the close of July 2015, nor was Ritch Mueller, in fifth. Mijares, Angoitia, Cortés y Fuentes fell from second place a year ago to take sixth in the chart, its deal volume down 73% from 15, its aggregate deal value down 81% from USD 3.5bn to USD 661m. Von Wobeser y Sierra ranks seventh after not placing among the top 10 in the first seven months of 2015. White & Case México is up two positions in the chart, despite its deal volume declining by one transaction and its aggregate deal value falling 90% from USD 983m a year ago. Basham Ringe y Correa, in ninth, lost two transactions relative to its tally at the close of July 2015 when it ranked seventh, its aggregate deal value falling 93% from USD 1.4bn. Robles Miaja Abogados brings up the rear after not placing on the chart at the close of July 2015.

* TTR Rankings are generated with transactions announced or closed in 2016 year-to-date. The ranking includes sales and acquisitions of shares and of assets, creation of joint ventures, and Private Equity/Venture Capital investments. The legal advisor rankings for Brazil and Mexico take into consideration advisory services regarding domestic laws. All rankings only include deals where a company of the respective country was the target of the transaction. In the case of LATAM, it would be a Latin American country. The LATAM ranking does not specify the origin of the advisory law, so the filter only considers firms from the UK/US.

In case of a draw, the adopted criteria will be the following: if the draw is due to number of transactions, the total deal value prevails; if it is due to deal value, the number of transactions prevail. When a draw of both number of transactions and deal value occurs, the same position will be retained and the deals will be arranged alphabetically.

Foreign investors digging into Brazilian ores

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LATIN AMERICA

TTR Deal Tracker is a monthly email update identifying M&A trends in Latin America and compiling YTD rankings of leading financial and legal advisors

BRAZIL: Mining sector attracts growing international interest

Transaction volume in Brazil’s mining industry grew 62.5% in the first six months of 2016 relative to 1H15, according to TTR data (www.TTRecord.com).

International investment in the sector grew as well between the two periods, with 10 deals led by foreign buyers YTD compared to three in the first six months of 2015.

MEXICO: Hospitality industry serving up more deals

The number of transactions in Mexico’s hospitality sector grew by 50% in 1H16 compared to the same six-month period last year, according to TTR data (www.TTRecord.com).

As in 1H15, deals in the sector were dominated by Mexico-based companies.

Rankings / League Tables

Latin America Ranking – 2016*

Financial Advisory – Year to Date (YTD)

Banco Bradesco BBI leads TTR’s Latin America financial advisory ranking for 1H16 with 12 deal mandates YTD Worth a combined USD 2.8bn, doubling its volume of 1H15 when it ranked fifth in the chart with six mandates on transactions together worth USD 9.1bn, representing a 69% decline in aggregate value. Banco Itaú BBA was bumped from its lead of a year ago to take second place in the ranking, with 11 mandates worth a combined USD 4.5bn, representing a 56% decline in volume and a 68% decline in aggregate value compared to its 25 mandates worth a combined USD 14bn in the first six months of 2015. Citigroup ranks third with nine deal mandates region-wide in the first six months of 2015 worth a combined USD 6.2bn after not placing among the top 10 a year ago. Banco BTG Pactual fell from second place a year ago to take fourth in the chart, its deal volume down 40%, its aggregate deal value down 74% from 15 in the first six months of 2015 worth a combined USD 2.5bn. Morgan Stanley ranks fifth with seven deals under its belt YTD together worth USD 6.5bn. Morgan Stanley did not place among the top 10 banks in the region in 1H15. BAML is up three positions from ninth a year ago to take sixth, its volume up 50% and the aggregate value of its deals up by nearly 400% from USD 777m to USD 3.9bn. BBVA, in seventh, lost one position in the chart, but is up by one transaction compared to its performance in 1H15 while the aggregate value of its deals is up by 131% to USD 2bn. BNP Paribas follows in eighth, also with six deal mandates YTD, tied by volume with Banco Santander, in ninth. Neither BNP Paribas nor Santander where among the top 10 banks advising on M&A in the region at the close of 1H15, nor was Lazard, bringing up the rear with five mandates YTD worth a combined USD 1.3bn.

Baker & McKenzie leads TTR’s Latin America legal advisory ranking for the first six months of 2016 with 13 deal mandates YTD worth a combined USD 837m, up from second place a year ago when it had advised on 15 deals worth USD 1.3bn in aggregate. Jones Day was nudged to second by Baker, the firm’s 10 deals worth USD 279m, representing a 41% decline in volume and an 89% decline in aggregate value compared to its performance in the first six months of 2015. Cleary Gottlieb Steen & Hamilton ranks third with eight mandates under its belt in 1H15 worth a combined USD 1.2bn after not placing among the top 10 in the first six months of 2015. Linklaters, in fourth, was also absent from the top 10 a year ago, and nudged Clifford Chance from its fourth-place position of a year ago to fifth, despite the firm having added one deal to its tally of last year. Hogan Lovells, in sixth with five transactions under its belt YTD, was not among the top 10 in 1H15, nor was Chadbourne & Parke, in seventh with four mandates in the region in 1H16. Skadden, Arps, Slate, Meagher & Flom, in eighth, fell from its sixth-place ranking at the close of June 2015, its deal count down by two, the aggregate value of those transactions up by 207% to USD 2.7bn. Latham & Watkins, in ninth, also with three transactions under its belt region-wide YTD, was not among the top 10 at the close of June 2015, nor was Davis & Gilbert, in tenth.

Brazil Ranking* – 2016
Financial Advisory – Year to Date (YTD)


Banco Bradesco BBI leads TTR’s Brazil financial advisory ranking with 12 deal mandates in the first six months of 2016 worth a combined USD 2.8bn, double its tally of a year ago when it ranked third with six mandates on transactions worth a combined USD 9.1bn. Banco BTG Pactual holds firm to its second-place ranking of 1H15 with the same number of mandates YTD as it had by the end of June 2015. The combined value of those deals is down by 70%, meanwhile, from USD 8.3bn. Banco Itaú BBA fell from its leading position a year ago to take third, its deal volume dropping 59% from 22 to 9, the aggregate value of those transactions down 85% from USD 9.1bn to USD 2bn. BAML, in fourth with five mandates YTD, was not among the top 10 banks advising on M&A deals in Brazil in 1H15. BR Partners, in fifth, is tied with BAML by volume, up by one deal from its tally of a year ago, the aggregate value of those transactions up by 625% to USD 1.3bn. Vinci Partners also advised on five transactions in 1H16 to place sixth, after not appearing among the top 10 a year ago. Morgan Stanley too was absent from the top 10 a year ago, as was BNP Paribas, Citigroup and Banco Santander, in seventh, eighth, ninth and tenth place, respectively.

Legal Advisory – Year to Date (YTD)


Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados tops TTR’s Brazil legal advisory ranking at the close of 1H15 with 25 deal mandates worth a combined USD 2.3bn, representing a 14% increase in volume and a 74% decline in the aggregate value relative to 1H15 when it had advised on 23 deals together valued at USD 12.5bn to rank third. Pinheiro Neto Advogados is tied by volume with 25 deals together worth USD 4.4bn, also up marginally in deal count from 1H15 when the firm had advised on 22 deals worth a combined USD 9.5bn and also ranked second. Souza, Cescon, Barrieu & Flesch Advogados follows in third with 24 transactions YTD, up 9% over 1H15 by volume and down 22% by aggregate value from 22 deals worth USD 4bn when it ranked fourth. TozziniFreire Advogados climbed two rungs in the ranking to take fourth in the chart, adding five deals to its tally of a year prior and bucking the trend by increasing aggregate transaction value by 72% from USD 767m to USD 1.3bn. Machado, Meyer, Sendacz e Opice Advogados fell from first place at the close of 1H15 to take fifth in the chart, it’s deal volume down 13% from 23, the aggregate value of its deals down 95% to USD 564m. Barbosa, Müssnich, Aragão, in sixth, fell one position in the chart relative to its performance in the corresponding period in 2015, its volume down 16% and aggregate value off 85% from 19 deals worth USD 8.8bn when it ranked fifth. Stocche, Forbes, Padis, Filizzola, Clapis, Passaro, Meyer e Refinetti Sociedade de Advogados ranks seventh at the close of 1H16 after not having placed among the top 10 at the close of 1H15. Lefosse Advogados, in eighth, was also absent from the top 10 a year ago. Veirano Advogados lost one deal from its tally of a year prior to close 1H16 in ninth place with 12 deals together worth USD 140m, representing an 8% dip in volume and a 55% decline in aggregate deal value. Demarest Advogados brings up the rear in tenth, its tally also down by a sole transaction, while its 11 deals are together worth USD 2.4bn representing an uptick in aggregate deal value of USD 2,889% from its 13 deals worth USD 71m combined a year ago.

Mexico Ranking* – 2016

Financial Advisory – Year to Date (YTD)

BBVA tops TTR’s Mexico financial advisory ranking at the close of June with four transactions under its belt YTD worth a combined USD 2bn, the same number of deals it’d advised on by the close of 1H15 when it also ranked first with four transactions then worth USD 869m in aggregate. Citigroup climbed from sixth to take second in the chart, its deal count up from a sole transaction a year ago worth USD 1.2bn. Deutsche Bank, in third, was not among the top 10 at the close of June 2015, nor was JPMorgan, tied by deal volume and aggregate value alongside Morgan Stanley, which was also absent from the chart at the close of 1H15. Lazard too was absent from the top 10 at the close of June 2015, as was Goldman Sachs, PC Capital and Buenos Aires Advisors, ranked sixth, seventh, eighth and ninth. Evercore Partners lost one deal compared to its tally of a year ago when it ranked fourth to round out the top 10 with a sole transaction of undisclosed consideration.

Creel, García-Cuéllar, Aiza y Enríquez leads TTR’s Mexico legal advisory ranking by a wide margin with 14 transactions to its name in 2016, holding firm to the top spot it held a year ago when it’d advised on 18 deals together worth USD 9.5bn. Galicia Abogados lost one deal compared to its volume a year ago when it ranked third but climbed one position in the chart nonetheless to take second place. Santamarina y Steta Abogados ranks third after not placing among the top 10 M&A firms in Mexico in 1H15. Ritch Mueller, in fourth, was also absent from the chart a year ago. Jones Day México lost three deals and one position in the chart relative to its seven deals worth a combined USD 2.2bn a year ago to rank fifth, its volume down 43%, its aggregate deal value off by USD 90%. Mijares, Angoitia, Cortés y Fuentes ranks sixth, down from second at the close of 1H15 when it’d advised on 12 deals together worth USD 2.4bn, representing a 75% dip in volume and a 74% fall in aggregate value. Von Wobeser y Sierra, in seventh, did not place among the top 10 M&A firms in Mexico as the first six months of 2015 came to a close, nor did Robles Miaja Abogados, in eighth, nor Greenberg Traurig México, in ninth. Basham Ringe y Correa lost 50% of its deal volume and 93% of its aggregate deal value falling one position in the chart to round out the top 10 with its two transactions worth a combined USD 91m.

* TTR Rankings are generated with transactions announced or closed in 2016 year-to-date. The ranking includes sales and acquisitions of shares and of assets, creation of joint ventures, and Private Equity/Venture Capital investments. The legal advisor rankings for Brazil and Mexico take into consideration advisory services regarding domestic laws. All rankings only include deals where a company of the respective country was the target of the transaction. In the case of LATAM, it would be a Latin American country. The LATAM ranking does not specify the origin of the advisory law, so the filter only considers firms from the UK/US.

In case of a draw, the adopted criteria will be the following: if the draw is due to number of transactions, the total deal value prevails; if it is due to deal value, the number of transactions prevail. When a draw of both number of transactions and deal value occurs, the same position will be retained and the deals will be arranged alphabetically.

Chemicals industry bucks trend of falling deal volume in Brazil

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TTR-Deal-Tracker

TTR Deal Tracker
www.TTRecord.com

LATIN AMERICA

TTR Deal Tracker is a monthly email update identifying M&A trends in Latin America and compiling YTD rankings of leading financial and legal advisors

BRAZIL: Dealmaking in chemicals segment gains momentum

Dealmaking in the chemicals segment gained momentum in the first five months of 2016 with a 38.5% jump in transactions compared to the corresponding five-month period of 2015, according to TTR data (www.TTRecord.com).

International investors demonstrated continued interest in the space with six of 13 deals led by foreign buyers YTD versus five of eight in the first five months of 2015.

MEXICO: National food and beverage companies hungry for buys abroad

Mexican food and beverage companies are demonstrating strong appetite for targets at home and abroad with 10 deals in the first five months of 2016 compared to three in the corresponding five-month period last year, a 233% increase, according to TTR data (www.TTRecord.com).

The country’s acquisitive food and beverage groups are looking to the international market with unprecedented appetite, with eight of the 10 deals YTD targeting peers abroad whereas the three deals led by Mexican companies in the first five months of 2015 were all domestic.

Rankings / League Tables

Latin America Ranking – 2016*

Financial Advisory – Year to Date (YTD)

Banco Itaú BBA leads TTR’s Latin America financial advisory ranking at the close of May with 10 transactions under its belt YTD worth a combined USD 15.1bn. Itaú remains at the top despite a 44% decline in volume and a 63% decrease in aggregate value compared to its performance in the first five months of 2015 when it also topped the chart after advising on 18 deals together worth USD 41.2bn. Banco BTG Pactual follows in second place with eight mandates at the end of May worth USD 9.3bn in aggregate. BTG Pactual’s deal volume fell 43%, its aggregate value 67% compared to the five months ending 31 May 2015 when it had advised on 14 deals together worth USD 28.3bn. Citigroup bucked the general trend increasing deal volume region-wide by 250% and aggregate value 249% by the close of May to place third with seven deals together worth USD 13.9bn. Citigroup did not appear among the top 10 in the regional chart a year ago. Banco Bradesco BBI tied Citi by deal volume placing fourth, maintaining its ranking of a year ago despite an 81% decline in aggregate transaction value from USD 27.6bn to USD 5.3bn. Morgan Stanley ranks fifth by volume at the close of May with six deal mandates YTD together worth USD 18.5bn, taking the lead by aggregate value. The US-based bank was not among the top 10 in the regional ranking a year ago, nor was BBVA, which ranks sixth, also with six mandates YTD, in its case worth USD 8bn combined. BAML is up one position compared to its ranking at the end of May 2015 to place seventh, having added one transaction to its tally of a year ago. The aggregate value of the transactions it’s advised on is up 488% from USD 2.4bn in the first five months of 2015 to USD 14bn YTD. BR Partners ranks eighth with four deals together worth USD 4.5bn. BR Partners didn’t place among the top 10 a year ago, nor did Ártica Investimentos, in ninth, also with four mandates YTD, in its case of undisclosed consideration. Goldman Sachs brings up the rear with three mandates YTD in Latin America, down one deal compared to its performance in the first five months of 2015 when it advised on four transactions to place seventh. Goldman’s deals are worth USD 18.3bn YTD putting it in second place by aggregate value.

Baker & McKenzie leads TTR’s Latin America legal advisory ranking for the first five months of 2016 with eight mandates together worth USD 763m, notwithstanding a 33% decline in volume and a 67% drop in aggregate deal value compared to its 12 deals together worth USD 2.3bn of a year ago when it ranked second. Cleary Gottlieb Steen & Hamilton ranks second by volume with seven mandates on deals together worth USD 4.5bn after not placing among the top 10 in the first five months of 2015. Jones Day fell two positions to rank third, also with seven mandates YTD, in its case worth USD 646m combined. Jones Day led the chart a year ago when it had advised on 13 deals together worth USD 6.9bn by the close of May. Clifford Chance has advised on five deals YTD, the same volume it registered at the end of May 2015, falling one position in the chart to rank fourth as the aggregate value of its deals plummeted from USD 26.2bn to 6.9bn between the two periods. Linklaters ranks fifth, also with five mandates YTD, after not placing among the top 10 in the first five months of 2015. Chadbourne & Parke too was absent from the top 10 a year ago, now ranking sixth with four mandates worth a combined USD 1.8bn. Skadden, Arps, Slate, Meagher & Flom holds firm to its seventh-place ranking of a year ago, while aggregate value is up 293% from USD 2.6bn to USD 10.3bn between the two periods. Davis & Gilbert, in eighth, was not among the top 10 a year ago. The firm has also advised on three deals in the first five months of 2016, in its case worth a combined USD 1bn, placing it ahead of White & Case, also with three mandates. White & Case lost one deal relative to its four mandates in the first five months of 2015 when it ranked sixth, its aggregate deal value down 81% from USD 3.1bn to 596m. Norton Rose Fulbright ranks tenth after not appearing in the corresponding chart a year ago.

Brazil Ranking* – 2016
Financial Advisory – Year to Date (YTD)


Banco BTG Pactual leads TTR’s Brazil financial advisory ranking at the close of May with eight mandates YTD worth a combined USD 9.3bn, down 11% by volume and 63% by aggregate value from its nine deals together worth USD 29.3bn in the first five months of 2015 when it ranked second. BTG Pactual ousted Banco Itaú BBA from its leading position of a year ago thanks only to its greater aggregate deal value, as the rival bank has also advised on eight deals thus far in 2016, in its case worth USD 6.3bn, representing a 50% decline in volume and an 85% drop in aggregate value from its tally a year ago when it led the chart with 16 deals worth a combined USD 41bn. Banco Bradesco BBI ranks third, as it did a year ago, with seven deals YTD compared to five then, the aggregate value of its transactions down 81% from USD 28bn. BAML ranks fourth in the chart, also with four deals under its belt, after not appearing among the top 10 a year ago. BR Partners, in fifth, also advised on four deals in the first five months of 2016, the same volume it had registered by the end of May 2015. The firm climbed from seventh place a year ago, meanwhile, and registered a 400% increase in aggregate deal value from USD 895m to USD 4.5bn. Morgan Stanley follows in sixth with three mandates YTD, tied by volume with Vinci Partners, in seventh, IGC Partners Assessoria Empresarial in eighth, Magma, in ninth and Ártica Investimentos, in tenth. Of these, only IGC ranked among the top 10 a year ago when it had advised on four deals of undisclosed consideration by the close of May to place eighth then as well.

Legal Advisory – Year to Date (YTD)


Souza, Cescon, Barrieu & Flesch Advogados leads TTR’s Brazil legal advisory ranking at the close of May with 24 mandates YTD worth a combined USD 3.1bn, up from third place a year ago when the firm had advised on 17 deals together worth USD 3.9bn. Pinheiro Neto Advogados ranks second with 21 mandates in the first five months of the year together worth USD 2.9bn, up from fifth at the close of May a year ago when it’d advised on 15 deals worth a combined USD 8.7bn to the close of May. Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados is in third place with 19 mandates worth a combined USD 1.6bn, down one position from a year ago when it ranked second with 17 transactions under its belt together worth USD 8.6bn. Machado, Meyer, Sendacz e Opice Advogados is down from first place a year ago to rank fourth with 16 deals YTD worth USD 510m compared to 18 worth USD 11.6bn a year ago, representing an 11% dip in volume and a 96% drop in aggregate value. TozziniFreire Advogados is up one position from a year ago to place fifth, its 16 transactions worth USD 323m representing a 33% increase in volume and a 55% decline in combined deal value. Barbosa, Müssnich, Aragão, in sixth, is down two places in the YTD ranking, its 14 mandates worth USD 909m comparing to 16 worth USD 8.6bn of a year ago. Stoche, Forbes, Padis, Filizzola, Clapis, Passaro, Meyer e Refinetti Sociedade de Advogados is in seventh, the firm’s 13 deals worth USD 103m, placing it among the top 10 firms in Brazil whereas it was not to be found on the chart a year ago. Lefosse Advogados, in eighth, was also absent from the top 10 ranking at the close of May 2015. Demarest is down from seventh to take ninth with 10 deal mandates together worth USD 675m compared to 11 worth USD 79m in aggregate a year ago. Lobo & de Rizzo Advogados rounds out the top 10 with nine deals together worth USD 286m, up 80% by volume and 129% by aggregate value compared to a year ago when it didn’t rank among Brazil’s top 10 M&A firms.

Mexico Ranking* – 2016

Financial Advisory – Year to Date (YTD)

BBVA leads TTR’s Mexico financial advisory ranking at the close of May with four advisory mandates YTD worth a combined USD 8bn, up from third place a year ago when it’d advised on half as many deals worth just under USD 2bn combined. Citigroup is up from sixth place a year ago to take second in the chart, its deal volume having tripled and the aggregate value of its transactions up 164% from USD 3.5bn. JPMorgan and Morgan Stanley, in third and fourth place, respectively, each advised on two deals in the first five months of 2016, neither having placed among the top 10 for their advisory work in Mexico by the close of May 2015. Goldman Sachs, in fifth, Deutsche Bank, in sixth, PC Capital in seventh, Evercore Partners in eighth, Fredericks Michael & Co. in ninth and RIóN M&A, in tenth are tied by volume with a single transaction on their records in the first five months of the year. Of the lot, only RIóN M&A and Evercore Partners placed among the top 10 a year ago, RIóN M&A then in second with three deals together worth USD 247m and Evercore in fourth with two deals worth USD 1.9bn.

BBVA leads TTR’s Mexico financial advisory ranking at the close of May with four advisory mandates YTD worth a combined USD 8bn, up from third place a year ago when it’d advised on half as many deals worth just under USD 2bn combined. Citigroup is up from sixth place a year ago to take second in the chart, its deal volume having tripled and the aggregate value of its transactions up 164% from USD 3.5bn. JPMorgan and Morgan Stanley, in third and fourth place, respectively, each advised on two deals in the first five months of 2016, neither having placed among the top 10 for their advisory work in Mexico by the close of May 2015. Goldman Sachs, in fifth, Deutsche Bank, in sixth, PC Capital in seventh, Evercore Partners in eighth, Fredericks Michael & Co. in ninth and RIóN M&A, in tenth are tied by volume with a single transaction on their records in the first five months of the year. Of the lot, only RIóN M&A and Evercore Partners placed among the top 10 a year ago, RIóN M&A then in second with three deals together worth USD 247m and Evercore in fourth with two deals worth USD 1.9bn.

* TTR Rankings are generated with transactions announced or closed in 2016 year-to-date. The ranking includes sales and acquisitions of shares and of assets, creation of joint ventures, and Private Equity/Venture Capital investments. The legal advisor rankings for Brazil and Mexico take into consideration advisory services regarding domestic laws. All rankings only include deals where a company of the respective country was the target of the transaction. In the case of LATAM, it would be a Latin American country. The LATAM ranking does not specify the origin of the advisory law, so the filter only considers firms from the UK/US.

In case of a draw, the adopted criteria will be the following: if the draw is due to number of transactions, the total deal value prevails; if it is due to deal value, the number of transactions prevail. When a draw of both number of transactions and deal value occurs, the same position will be retained and the deals will be arranged alphabetically.