Partner Alexei Bonamin
abonamin@tozzinifreire.com.br
Banking & Finance and Capital Markets
Recent case highlight:
- Deal counsel to Eurofarma and Banco Santander on Eurofarma’s fourth public issuance of non-convertible debentures, in an amount of BRL 500,000,000.00 (five hundred million reais). The proceeds will be used towards general corporate purposes, and will serve, among others, as buffer for potential M&A transactions envisioned by Eurofarma.
Partner Carlos Barbosa Mello
carlos.mello@tozzinifreire.com.br
Corporate and M&A
1. Deal counsel to J&F Investimentos on the acquisition of Eletrobras’ entire shareholding interest in Eletronuclear, the company responsible for the Angra 1, 2 and 3 nuclear power plants, for approximately BRL 3 billion, resulting in J&F holding 68% of the company’s total capital and 35.3% of its voting capital, while the Brazilian government retains control through ENBPar. The deal, which is still subject to regulatory approval, marks the first entry of a private-sector player into Brazil’s nuclear energy sector and represents a strategic milestone in J&F’s expansion in energy.
2. TozziniFreire is advising Marfrig ("MRFG3") on its merger with BRF ("BRFS3"), creating a company with synergy potential of over BRL 805 million per year. This is a big-ticket and highly sophisticated deal involving two listed companies, with all the complexity that brings in an M&A process. The merger between BRF and Marfrig will result in the creation of MBRF Global Foods Company, a jointly owned entity. Under the agreement, all BRF shares will be incorporated into Marfrig. Currently, MBRF generates 43% of its revenue from the US, 24% from Brazil, 20% from Asia, and 13% from other markets. The deal marks the culmination of Marfrig’s gradual acquisition of BRF since 2021.
Banking & Finance
Brazilian counsel to IFC in connection with a loan of USD 100,000,000 (one hundred million United States dollars) provided to Equatorial Alagoas Distribuidora de Energia S.A. (“Equatorial Alagoas”), backed by a corporate guarantee from Equatorial S.A. This loan forms part of IFC’s broader investment package of up to USD 250 million for Grupo Equatorial, to be allocated to one or more of its subsidiaries. The first loan, committed on March 28, 2025, consists of a green loan of up to USD 100 million from IFC’s own account to Equatorial Alagoas. The collaboration aims to expand energy access, improve system reliability, and reduce environmental impacts amid growing demand, with the resources dedicated to modernizing Brazil’s power distribution infrastructure and supporting sustainable economic development.
Capital Markets
TozziniFreire acted as Brazilian counsel to UBS BB Corretora (“underwriter”), in Azul S.A.’s issuance of over 723.8 billion new common shares and 723.8 billion new preferred shares, totaling approximately BRL 7.44 billion. The offering formed a key component of Azul’s Chapter 11 restructuring in the United States, enabling the mandatory capitalization of certain indebtedness, including the equitization of senior secured notes, pursuant to the court‑approved plan. This transaction also represented the second‑largest equity offering in Brazil since the 2023 Eletrobras privatization.
