Client: José de Mello Capital, S.A. / Project Creed
Announcement Date: 28 April 2020
Closing Date: 13 October 2020
Confidential: NO
Type of Transaction: Sale / Joint Venture
Synopsis of the Deal:
VdA advised the José de Mello Group, majority shareholder of Brisa Auto-Estradas de Portugal, S.A. (Brisa), the main concessionaire of motorways in Portugal, on the joint sale of two blocks of shares representing a total of 81.1% of Brisa's voting rights, together with Arcus European Infrastructure Fund 1 LP managed by Arcus Investment Manager LLP (Arcus), to a Consortium of international investors composed by APG, the National Pension Service of the Republic of Korea, and Swiss Life Asset Managers. The deal further established a long-term strategic partnership between the Consortium and the José de Mello Group, which continues as a strategic shareholder in Brisa.
VdA’s assistance involved all legal suport to the José de Mello Group in the definition of the strategy for its holding in Brisa that culminated in the launch of the joint sale process with Arcus, as well as all legal support to JdM in the sale process, in coordination with the in-house legal department of the José de Mello Group and Clifford Chance (London) which acted as the sellers’ legal broker in the joint sale process.
Target:
Brisa Auto-Estradas de Portugal, S.A., the main concessionaire of motorways in Portugal
Target Industry:
Motorway concessions
Country of Target:
Portugal
Sellers (%) – Country:
José de Mello Group (40.6%) – Portugal
Arcus European Infrastructure Fund 1 LP managed by Arcus Investment Manager LLP (Arcus) (40.6%) – Luxembourg
Purchaser/Investor (%) – Country:
Consortium of international investors composed by APG (The Netherlands), the National Pension Service of the Republic of Korea (South Korea), and Swiss Life Asset Managers (Switzerland) – 81.1%
Deal Value (in local currency): Confidential (valued the company equity at more than €3 billion)
Financial Advice:
Rothschild & Co. – Advised the José de Mello Group
Caixa Banco de Investimento - Advised the José de Mello Group
Morgan Stanley – Advised Arcus
Millenniumbcp Investimento – Advised Arcus
Deutsche Bank – Advised the Consortium
Legal Advice:
VdA – Advised the José de Mello Group
Loyens & Loeff – Advised the José de Mello Group on Luxembourg law matters
CS Associados – Advised Arcus
Clifford Chance (London) – Advised the Sellers on English law matters
Freshfields Bruckhaus Derringer – Advised the Consortium
MLGTS – Advised the Consortium on Portuguese law matters
VdA – Advised Brisa
VdA Team Involved in advising the José de Mello Group:
João Vieira de Almeida (Partner, M&A)
Cláudia Cruz Almeida (Partner, M&A)
Hugo Moredo Santos (Partner, B&F)
Joaquim Pedro Lampreia (Partner, Tax)
José Pedro Fazenda Martins (Partner, B&F)
Ricardo Bordalo Junqueiro (Partner C&EU)
Francisco Cabral Matos (Managing Associate, Tax)
Inês Gomes Ferreira (Managing Associate, Corporate & Governance)
Nuno Carrolo dos Santos (Managing Associate, C&EU)
Sofia Bobone (Managing Associate, Corporate & Governance)
Vanessa Cardoso Pires (Managing Associate, Corporate Services Unit)
Ricardo Filipe Costa (Principal Consultant, C&EU)
Cristina Melo Miranda (Senior Associate, Corporate & Governance
Carlos Couto (Senior Associate, B&F)
Marta Flores da Silva (Senior Associate, C&EU)
Domingos Freire de Andrade (Associate, M&A)
Filipa Miranda Relvas (Associate, Tax)
VdA Team Involved in advising Brisa:
Paulo de Barros Baptista (Partrner, Infrastructure & Mobility)
Practice Areas:
M&A
Corporate
Infrastructures & Mobility
Banking & Finance
Competition
Virtual Data Room Provider: Intralinks
Additional Advisers:
Adviser (Parties Advised):
Deloitte Consultores, S.A. (tax and financial adviser to Arcus and José de Mello Group)
Ove Arup & Partners Limited (technical adviser to Arcus and José de Mello Group)
Marsh, Lda. (insurance adviser to Arcus and José de Mello Group)
LeighFisher Limited (traffic adviser to Arcus and José de Mello Group)
Lockton (W&I Insurance broker)
Press Release / Links:
Signing
Closing