INVESTMENT OPPORTUNITIES IN BRAZIL · 2017-05-09 · INVESTMENT OPPORTUNITIES IN BRAZIL 3 OVERVIEW AND TRENDS COUNTRY OVERVIEW Brazil is currently the world's 7th largest economy

INVESTMENT

OPPORTUNITIES IN BRAZIL

AUGUST 2014

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1 INVESTMENT OPPORTUNITIES IN BRAZIL

CONTENTS

3 OVERVIEW AND TRENDS

3 Country overview

4 Growth Acceleration Program Phase 2

4 Special Government Procurement Policy

5 Tourism

7 ONGOING AND ANNOUNCED INVESTMENTS

7 Power

11 Transportation

18 Ports

20 Oil & Gas

22 Mining

23 Sanitation

24 Hospitals

25 RIO DE JANEIRO: BRAZIL'S LARGEST INVESTMENT HUB 25 Valuable recent data

26 Ongoing projects

27 CONTACT AND REFERENCES

31 VEIRANO ADVOGADOS



OVERVIEW AND TRENDS

COUNTRY OVERVIEW Brazil is currently the world's 7th largest economy and is predicted to become the 5th largest over the coming

decade. Stable economic growth and relatively low inflation provide solid economic foundations for Brazil and make it one of the most attractive investment markets in Latin America. As an example, Brazil experienced record levels of foreign direct investment (FDI) in 2011 (US$ 66.7 billion), 2012 (US$ 65.2 billion) and 2013 (US$ 64.045 billion)1. Specifically in 2013, Brazil was ranked 7th on the list of top FDI host economies2, positioned between Canada and Singapore3.

Along the past 10 years, Brazil has experienced a 240% growth in FDI:

Foreign direct investiment (FDI) in Brazil

Source: Central Bank of Brazil, Itaú BBA.

Excellent investment prospects are forecast for the near future, associated with:

The World Cup in 2014, which attracted relevant investments and may have helped raise Brazil's profile as a tourist destination, as well as the Olympic Games in 2016, which continue to provide significant investment opportunities;

Phase 2 of the Federal Government's Growth Acceleration Program (“PAC 2”), which involves large-scale public investment in priority projects;

The auctioning of infrastructure assets such as railways, highways, ports and airports, as part of the Government's Infrastructure and Logistics Investment Program, which provides new investment

opportunities to the private sector via concession contracts.

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GROWTH ACCELERATION PROGRAM PHASE 2 The Federal Government originally launched the Growth Acceleration Program (“PAC”) in 2007 to increase public investment in specific infrastructure projects, as well as to insure high growth rates without generating inflationary pressures. Phase 2 of the program (“PAC 2”) was launched in 2011 and, similarly to the original, is focused on increased investment in housing, sanitation, transport and energy projects.

The PAC 2 has encompassed to date: Investments of approximately US$ 350.9 billion between 2011 and 20144; Investments in the energy (US$ 135 billion5), logistics (US$ 54.5 billion6), social and urban (US$ 189.5

billion7) sectors;

Investment of 76.1% of the total budget allocated, with completion rate of 82.3% of the planned projects. The 10 largest projecst of the PAC are:

Premium Refinery Total investment of approximately US$ 20.5 billion

Abreu e Lima Refinery Total investment of approximately US$ 17.5 billion

Hydroeletric Power Plant Belo Monte Total investment of approximately US$ 14 billion

Rio de Janeiro Petrochemical Complex Total investment of approximately US$ 13 billion

Hydroelectric Power Plant Santo Antonio Total investment of approximately US$ 13 billion

Papa Terra Oil Field Total investment of approximately US$ 6 billion

Hydroeletric Power Plant Jirau Total investment of approximately US$ 6 billion

Andra 3 Nuclear Power Plant Total investment of approximately US$ 6 billion

Conversion of Refinery Pres. Getulio Vargas Total investment of approximately US$ 4 billion

South Reach of North-South Railway Total investment of approximately US$ 3.4 billion

SPECIAL GOVERNMENT PROCUREMENT POLICY Established by Law 12,462/2011, the Special Government Procurement Policy (“RDC”) will be applied in specific projects, such as the World Cup, the Olympic Games and the necessary infrastructure to support both events. The RDC also applies to projects listed in the PAC 2 and speeds up (simplifies) procurement by the

Federal Government. Objectives of the RDC: Increase efficiency in government procurement and competition among bidders; Promote the exchange of experience and technology in search of in search of cost efficiencies benefiting

the public sector; Encourage technological innovation; Ensure the equal treatment of bidders and selection of proposals most advantageous to the public interest.

5INVESTMENT OPPORTUNITIES IN BRAZIL

TOURISM Significant investment was made in tourism as a result of the recent World Cup, as evidenced in the following chart that shows the recent increase in hotel capacity across the country.

Guest capacity (rooms) in major Brazilian cities

Between January and October 2013, tourism revenue in Brazil reached US$ 5.6 billion8, the largest amount in the country's history. The country hosted a record 6 million foreigners during this period.

Currently, the tourism industry represents 3.6% of the Brazilian GDP9.

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Salvador Fortaleza Curitiba Brasília Recife Natal

Offer increase in2014 (thousands)

Current offer(thousands)

1% 13% 48% 11% 11% 38% 17% 4% 28% 14% Increase (%)



ONGOING AND ANNOUNCED INVESTMENTS

POWER

GENERATION The National Agency of Electric Energy (ANEEL) usually promotes at least three auctions per year, where interested generation companies bid for long-term power purchase agreements (“PPAs”) with Brazilian distribution companies in connection with new power plant projects. These auctions are: Back-up Auction - 20-year PPAs for wind farms and biomass-fueled thermoelectric power plants, aimed at

providing back-up energy for the Brazilian Interconnected Power Grid (“SIN”). Energy must be delivered within one to three years from the auction date;

Regular A-3 Auction - 20-year PPAs for wind farms, biomass and natural gas plants and 30-year PPAs for small hydro plants to be auctioned. Other thermoelectric sources are allowed from time to time. Energy must be delivered within three years from the auction date; and

Regular A-5 Auction - 30-year PPAs for small and large hydro plants. Thermoelectric plants may be

allowed depending on availability of hydro plants to be auctioned. Energy must be delivered within five years from the auction date.

Following these auctions, PPAs are entered into between power generators and the Energy Commercialization Chamber (“CCEE”), in case of back-up auctions, or a pool of energy distributors, in case of regular auctions, for the supply of energy under the relevant regulatory framework.

The Federal Government has announced that about 7 auctions for the supply of energy from new power generation facilities will take place in 201410, representing a total installed capacity of at least 6,000 MW of new energy11. The first generation auction occurred on March for the Três Irmãos Hydroelectric Power Plant, in São Paulo. An A-3 auction happened in July. For the second semester, two A-5 auctions, one A-3 auction, one A-1 auction

and one energy reserve auction are expected to take place12. Among those, the first ever power auction dedicated to energy from solar photovoltaic generation projects is scheduled to happen on October. Winners will enter into 20-year term PPAs under back-up energy rules, as referred above. The market has big expectations for this auction, which is expected to create a new era for the solar power generation industry in Brazil.

As an incentive for the new projects, the National Bank for Economic and Social Development (BNDES) has allocated sources of funds and defined new rules for financing of solar photovoltaic projects winning the auction in October.


The financial conditions shall be those of BNDES Finem (financing for enterprises program) and Fundo Clima (climate fund) programs, as according to the source of the funds. The financial cost shall be 0.1% per annum (Fundo Clima) or according to TJLP (long-term interest rate). The long-term interest rate (Finem) and BNDE’S

basic remuneration shall be 0.9% (Fundo Clima) or 1% per annum (Finem). The risk fee shall be in the 0.4-2.87% per annum range, according to the bank’s risk assessment. In case the financing is granted by a bank accredited by BNDES, the basic remuneration shall be negotiated directly between the client and the bank. The source of funds, which can be a combination of sources, and funding participation from BNDES shall consider percentage limits applicable to certain project components, as well as the nationalization index of its

equipment, pursuant to a special enrollment methodology created by the bank.

TRANSMISSION At the beginning of 2014, ANEEL announced that the 2014 schedule for transmission line auctions would be very intense and with expectations of R$ 10 billion of investments in the first semester alone. The Belo Monte transmission line auction was held on February and the winning bidder was the consortium

composed by Chinese company State Grid Brazil Holding SA (51%) and Brazilian companies Eletronorte (24.5%) and Furnas (24.5%), both controlled by Eletrobras. The Belo Monte transmission line is expected to require an investment of R$ 5.1 billion for its construction. ANEEL also plans an auction for a second Belo Monte transmission line that will reach Rio de Janeiro13 for the second semester of 2014, although this may be postponed to next year.

A further auction is proposed for October14 for five transmission lots which previously received a no-show from bidders in the auction held on May, but should involve a total investment of R$ 1 billion. As a reference for participation in future actions, the following table outlines the main requirements to participate in a sample of recent power generation and transmission sector auctions. In our experience, the requirements tend to be similar every year.

Auction Foreign companies / consortium allowed

Technical qualification

Minimum amount of assets

Guarantees required

Leilão de Reserva 2011 Closed: May 19, 2011 (No auction was held in 2012)

Foreign companies with a winning bid are required to incorporate a local specific purpose company to receive the necessary authorization to produce energy. A consortium incorporated by Brazilian and foreign companies must always be led by the Brazilian company.

A generation project declared as technically qualified by Public Energetic Research Company (“EPE”); declaration nominating a technical representative to ANEEL; and a timeline for implementation of the investment (only for engagements without granting). Note: An analysis of the qualifications of the company only occurs after the auction and disclosure of the winning bid.

The company must have a minimum net worth of 10% of the investments’ total amount. For consortiums, each participant must contribute to the minimum net worth proportionate to their participation.

Guarantee of participation: 1% of the amount of investment, for engagements without granting the concession or authorization. Performance guarantee: 5% of the investment amount declared to the EPE. Such guarantee must be formalized by means of: cash bond; performance bond; bank guarantee; or government bond.



Technical qualification

Minimum amount of assets

Guarantees required

Leilão A-3 2012 (Auction cancelled) Leilão A-5 2013 Closed: August 29, 2013 Auction for energy from new generation projects (hydro, wind and solar) Closed: November 18, 2013 Leilão A-5 2013 Closed: December 13, 2013

Foreign companies with a winning bid are required to incorporate a local specific purpose company to receive the necessary authorization to produce energy. A consortium incorporated by Brazilian and foreign companies must always be led by the Brazilian company.

A generation project declared as technically qualified by Public Energetic Research Company (“EPE”); declaration nominating a technical representative to ANEEL; and a timeline for implementation of the investment Note: An analysis of the qualifications of the company only occurs after the auction and disclosure of the winning bid.

The company must have a minimum net worth of 10% of the investments’ total amount. For consortiums, each participant must contribute to the minimum net worth proportionate to their participation.

For Sellers - Guarantee of participation: 1% of the amount of investment, for engagements without granting the concession or authorization and R$ 2,000 for each energy lot, for engagements with granting of concession. For Buyers - Financial guarantee: R$ 200 per power lot. Such guarantee must be formalized by means of: cash bond; performance bond; bank guarantee; or government bond.

Leilão A-1 2013 for existing generation plants Closed: December 17, 2013

Both not specified as a possibility in the public bid notice.

The public bid notice does not require a technical representative to be named. The only requirement is that the participants must be energy distributors (Buyers) or holders of a concession or authorization (Sellers).

No minimum amount of assets is required in the public bid notice.

For Sellers - Guarantee of participation: R$ 5,000 per power lot. Such guarantee must be formalized by means of: bank deposit; government bond; surety bond; bank guarantee; bank deposit certificate; investment fund shares. For Buyers - Guarantee of participation: R$ 5,000 per power lot. Such guarantee must be formalized by means of: bank deposit; government bond; surety bond; bank guarantee; bank deposit certificate; investment fund shares.

Various auctions for the transmission of energy Closed: December 3, 2012 Closed: May 10, 2013 Closed: July 12, 2013 Closed: November 14, 2013

Foreign companies with a winning bid are required to incorporate a local specific purpose company to receive the necessary authorization to transmit energy. A consortium incorporated by Brazilian and foreign companies must always be led by the Brazilian company.

Good standing with CREA (the Brazilian Engineering Council). Note: An analysis of the qualifications of the company only occurs after the auction and disclosure of the winning bid.

Depending on the amount of power transmission covered, the company must have a minimum net worth ranging between: R$ 184,000,000 - R$ 14,100,000 (Dec 3); R$ 2,522,940 - R$ 207,749,010 (May 10); R$ 5,400,000 - R$ 34,600,000 (Jul 12); R$1,800,000 - R$ 156,600,000 (Nov 14).

1% of the investment foreseen by ANEEL, which, depending on the amount of power transmission covered, will range between: R$ 18,400,000 - R$ 2,350,000 (Dec 3); R$ 230,000 - R$ 18,880,000 (May 10); R$ 2,350,000 - R$ 17,300,000 (Jul 12); R$ 180,000 - R$ 15,660,000 (Nov 14). Such guarantee must be formalized by means of: cash bond; performance bond; bank guarantee; or government bond.

Various auctions for the transmission of energy Closed: December 12, 2013 Closed: February 7, 2014

Foreign companies with a winning bid are required to incorporate a local specific purpose company to receive the necessary authorization to transmit energy. A consortium incorporated by Brazilian and foreign companies must always be led by the Brazilian company.

Good standing with CREA (the Brazilian Engineering Council). Note: An analysis of the qualifications of the company only occurs after the auction and disclosure of the winning bid.

The company must have a minimum net worth: ranging between R$ 1,800,000 - R$ 16,300,000, depending on the amount of power transmission covered (Dec 12); of R$ 240,000,000 (Feb 7).

5% of the investment foreseen by ANEEL, which, depending on the amount of power transmission covered ,will range between: R$ 900,000 - R$ 8,150,000 (Dec 12); R$120,000 - R$ 250,000,000 (Feb 7), depending on the amount of power transmission covered. Such guarantee must be formalized by means of: cash bond; performance bond; bank guarantee; or government bond.


FUTURE AUCTIONS OF EXISTING CONCESSIONS In 2012, the Federal Government approved Provisional Measure 579, later converted into Law 12,783/2013, which established new rules for the renewal of 20 existing energy concession contracts that are due to expire between 2015 and 2017. In particular, the law changed the conditions of the contract renewals with the aim of

reducing energy tariffs and making the Brazilian industry more competitive. Many of the concessionaires did not agree to the new conditions and therefore have declared that they do not wish to renew their contracts. Therefore, upon expiry, the concessions that were not renewed are expected to be auctioned and adjudicated to new concessionaires.

Currently, CESP, CEMIG and COPEL, the state-owned utility companies from the states of São Paulo, Minas Gerais and Paraná, respectively, have not adhered to the rules and some of their generation concessions, which are relevant in terms of installed capacity, are expected to expire and be reauctioned in the coming years. However, it is expected that the companies are going to file lawsuits challenging the new legislation and request the renewal of concessions under the conditions set forth in the prior legislation.


TRANSPORTATION In mid-2012, the Federal Government launched the Infrastructure and Logistics Investment Program, which provides for investment in specific transport projects and exceeds the total of all transportation investments made in the country in the past. A total of US$ 66.5 billion is set to be invested only in highways and railways, with US$ 21 billion for 7,500 km of roads and US$ 45.5 billion for 10,000 km of railways.

HIGHWAYS As shown in the diagram, 9 different areas were set to be auctioned in 2013, out of which concession agreements have been executed for the following: BR-101 BA - State of Bahia, April 2013; BR-040 DF/GO/MG - State of Goiás, December 2013;

BR-050 GO/MG - State of Minas Gerais, December 2013; BR-060/153/262 DF/GO/MG - Federal District and states of Goiás and Minas Gerais, January 201415; and BR-163 MS/MT - States of Mato Grosso do Sul and Mato Grosso, March 201416. Their purpose encompasses the recovery, operation, maintenance, monitoring, conservation and improvement of the highways.

Source: National Logistics & Planning Company (EPL), Ministry of Finance of Brazil


New auctions were announced to take place in 2014 for further highway lots. A total of 2,625 km representing a total investment of R$ 17.8 billion will be auctioned17, out of which 2,282 km will include duplication works:

BR-101 RJ - Renewal of the concession agreement that includes the Rio-Niteroi bridge (13.2 km); BR-163/230 MT/PA - 976 km18; BR-364/060 MT/GO - 703.7 km; BR-364 GO/MG - 439.2 km; and BR-476/153/282/480 PR/SC - 493.3 km.

After 2014, the Government also plans an auction of the following highway lots: GO 020, GO 060 and GO 070 - State of Goiás, by the state's regulatory agency. The concessions are

proposed to be delivered by way of a Public-Private Partnership (PPP) concession that will include duplication works and other restoration works that have not yet been specified19; and

MT 010/249/235/170/338/325 - State of Mato Grosso, amounting to approximately 800 km of

highways20. The concessions will include duplication, expansion and maintenance21. In February 2013, the Government issued Provisional Measure 606, later converted into Law 12,837/2013, aimed at making highway and railway concessions more attractive to investors. The package of changes introduced involves:

Subsidized interest rates in financing; Increased term of concession; Increased amortization periods for any financing undertaken; and Reductions in security requirements for granting concessions and financing. According to government sources, these measures could increase the real rate of return from 5.5% to 7.2% for

highway concessionaires.

RAILWAYS There are 12 auctions announced to take place in the near future for the construction of railways under a Public-Private Partnership (PPP) regime. These bids are separated into two different groups:

Group 1 Açailândia-Vila do Conde - States of Maranhão and Pará; Access to the Santos Port - State of São Paulo;

Estrela d'Oeste-Panorama-Maracaju - Connecting the states of Mato Grosso do Sul and São Paulo; Ferroanel SP / Tramo Norte - State of São Paulo; Ferroanel SP / Tramo Sul - State of São Paulo; and Lucas do Rio Verde-Uruaçu - States of Mato Grosso and Goiás.


Group 2 Belo Horizonte-Salvador - States of Minas Gerais and Bahia; Maracaju-Mafra - States of Mato Grosso do Sul, Paraná and Santa Catarina; Rio de Janeiro-Campos-Vitória - States of Rio de Janeiro and Espírito Santo; Salvador-Recife - States of Bahia and Pernambuco;

São Paulo-Mafra-Rio Grande - States of São Paulo, Santa Catarina and Rio Grande do Sul; and Uruaçu-Corinto-Campos - States of Goiás, Minas Gerais and Rio de Janeiro.


Of these projects, auctions are expected to take place in 2014 for the construction of the following railways22:

Açailândia-Vila do Conde - Transport of iron ore, general cargo, soy oil, soy, sugar, corn and ethanol,

among others (457 km); Anápolis-Estrela D'Oeste-Panorama-Dourados - Transportation of grains and sugarcane (1,300 km); Belo Horizonte-Salvador - 1,350 km; Lucas do Rio Verde-Campinorte-Palmas-Anápolis Railway - Transport of soy, corn and other grains. The

auction is expected to take place on the first semester of 2014 (1,920 km); Maracaju-Eng Bley-Paranaguá - 989 km; Rio-Campos-Vitória - 551 km; Salvador-Recife - 893 km; São Paulo-Mafra-Rio Grande - General cargo transportation (1,667 km); and Uruaçu-Corinto-Campos - 1,706 km.


HIGH SPEED TRAIN (TAV) The auction for the development and operation of a high-speed train railway connection and train service between Rio de Janeiro and Campinas (through São Paulo) was set to take place in September 2013, but the Federal Government postponed the bidding schedule indefinitely. The project is estimated to involve an

amount of US$ 17.5 billion, and the high speed train, covering the distance of 511 km between these cities, was intended to be operating by 2020. There are various questions about the feasibility of the project in the current Brazilian political environment.

Source: National Terrestrial Transportation Agency (ANTT), Ministry of Finance of Brazil

The following table outlines the main requirements of various recent rail tender protocols which can be used

as a guide as to the likely requirements for future projects.


Technical qualification Minimum amount of assets

Guarantees required

High Speed Train (Rio de Janeiro-Campinas) Closing date: postponed indefinitely

Yes for both. Evidence of experience in high speed trains and technical capability to implement the project.

Minimum net worth of R$ 1,500,000,000. For consortiums, each participant must contribute to the minimum net worth proportionate to their participation.

Minimum amount of R$ 77,000,000. Formalized by means of: cash bond; performance bond; bank guarantee; or government bond.

Maintenance, Supervision, Enhancement and Additional Services regarding roads BR-050/GO/MG and BR-262/ES/MG, in the states of Minas Gerais and Goiás. Closed: September 13, 2013

Yes for both. Declaration identifying the tenderer’s technical representatives, evidencing their experience and capability to implement the project.

Minimum net worth of R$ 100,000,000. For consortiums, each of the members must hold this minimum net worth.


Maintenance, Supervision, Enhancement and Additional Services regarding road BR-040 in the state of Minas Gerais. Closed: January 28, 2013




Maintenance, Supervision, Enhancement and Additional Services regarding road BR-116 in the Federal District and the state of Minas Gerais. Closed: January 28, 2013







Guarantees required

Maintenance, Supervision, Enhancement and Additional Services regarding road BR-101 in the state of Bahia. Contract signed: January 10, 2014




Maintenance, Supervision, Enhancement and Additional Services regarding road BR-163 in the state of Mato Grosso do Sul. Contract signed: February 20, 2014




Maintenance, Supervision, Enhancement and Additional Services regarding road BR 060/153/262 in the Federal District and the states of Goiás and Minas Gerais. Contract signed: January 31, 2014


Minimum net worth of R$ 715,000,000. For consortiums, each of the members must hold this minimum net worth


Maintenance, Supervision, Enhancement and Additional Services regarding road BR-163 in the state of Mato Grosso. Contract signed: January 31, 2014

Yes for both. Declaration indicating the technical representatives, evidencing their experience and capability to implement the project.



AIRPORTS In December 2012, Brazilian President Dilma Rousseff continued with the Logistics Investment Program, encompassing a number of actions to improve the quality of airport infrastructure across the country. The main measures comprised by this program were the concessions of two airports – Galeão, in Rio de Janeiro,

and Confins, in Minas Gerais – and the creation of a public services company to offer planning, consulting, management, operational support and personnel training services concerning airport operation. Additionally, the Federal Government plans to invest US$ 3.65 billion in regional aviation, with the goal of improving over 270 regional airport facilities. The Galeão airport, located in the city of Rio de Janeiro, was auctioned on November 2013. The winning bid by

the Consortium Aeroportos do Futuro was R$ 19 billion for a concession period of 25 years, 293.91% above the initial value of R$ 4.828 billion fixed by the Government. Consortium Aeroportos do Futuro includes in its composition the operators of airports in Singapore, Zurich and Munich. The consortium is composed of Odebrecht TransPort Airports SA (60%) and Excellent BV (40%), a holding of the Singaporean airport operator Changpi. The Confins airport, located in the state of Minas Gerais, was auctioned and the winning bid offered by the

Consortium Aerobrasil was R$ 1.82 billion for a concession period of 30 years, an increase of 66% from the initial value of R$ 1.096 billion fixed by the Government. Consortium Aerobrasil is formed by Companhia de Participações em Concessões (75%), Zurich Airport International AG (24%) and Munich Airport International Beteiligungs GMBH (1%). Companhia de Participações em Concessões (CPC) is controlled by Brazilian infrastructure concession group CCR.


Source: National Civil Aviation Agency (ANAC), Ministry of Finance of Brazil

According to the model adopted by the Government, Infraero must join with the winning consortium to construct and operate the airport23. The concession agreements for Galeão24 and Confins25 were executed on April 2014. There will be a transition period in which Infraero continues to manage the airports, accompanied by the concessionaire, within the first 120 days. After this period, according to the National Civil Aviation Agency (ANAC), the concessionaire will

manage the airports together with the Federal Union for another three months, with a possible extension of another three months. Only then, the concessionaire will take over all airport operations. During 2012, other similar relevant auctions were held for the following international airports: Governador André Franco Montoro - City of Guarulhos, state of São Paulo;

Viracopos - City of Campinas, state of São Paulo; and Presidente Juscelino Kubitschek - Brasília, Federal District. The auction for the expansion, maintenance and operation of these three airports occurred simultaneously on the São Paulo Stock Exchange (BM&FBOVESPA) in February 201226.

The Guarulhos airport concession was granted to the Invepar consortium, composed of Invepar Investimentos e Participações em Infraestrutura SA and Airport Company South Africa (ACSA), for the amount of US$ 8.1 billion. The US$ 1.91 billion concession amount for the Viracopos airport was awarded to the Aeroportos Brasil consortium, formed by Triunfo Participações e Investimentos, UTC Participações and Egis Airport Operation. Lastly, the Brasília airport concession was granted to the Inframerica Aeroportos consortium, composed of Infravix Participações SA and Corporacion America), for the amount of US$ 2.25 billion.


A relevant aspect of the auctions held so far is the fact that the winning bidders must form a special purpose vehicle for the operation of the airports, with a shareholding of up to 49% held by Infraero, the state-owned company formerly in charge of the federal airports. As a result, Infraero is entitled to certain veto rights on key

matters concerning the administration of the airports, such as the execution of transactions involving certain amounts, sale or disposition of assets, amendment of by-laws etc. In addition, 270 regional small and medium-sized airports are scheduled to be auctioned in 2014 and after, representing an investment of R$ 7.3 billion. Here is a breakdown by region:

Central-West - 31 airports, R$ 0.9 billion investment; North - 67 airports, R$ 1.7 billion investment; Northeast - 64 airports, R$ 2.1 billion investment; South - 43 airports, R$ 1 billion investment; and Southeast - 65 airports, R$ 1.6 billion investment.

The following table outlines the main requirements of various recent airport tender protocols which can be used as a guide as to the likely requirements for future projects.



Guarantees required

Concession for the expansion, maintenance and operation of Governador André Franco Montoro (Guarulhos), Viracopos (Campinas), and Presidente Juscelino Kubitschek (Brasília) airports. Closed: February 2, 2012

Yes for both. A company that participates in a consortium is not allowed to participate in another consortium or independently.

5-years’ experience in airport operations and minimum processing of: 5 million passengers a year, calculated on the basis of the sum of passengers on board, landed and in connections, in at least one of the last 10 (ten) years.

Bidding company must declare that it owns sufficient financial resources to comply with the investment obligations necessary to achieve the concession objectives.

R$ 37,342,000 for the Brasília airport; R$ 90,887,000 for the Viracopos airport; and R$ 123,879,000 for the Guarulhos airport. Formalized by either: cash bond; government bond; performance bond; or bank guarantee.

Concession for the expansion, maintenance and operation of Aeroporto Internacional Antônio Carlos Jobim - Galeão (Rio de Janeiro) and Aeroporto Internacional Tancredo Neves - Confins (Belo Horizonte) airports. Closed: November 22, 2013

Yes for both. A company that participates in a consortium is not allowed to participate in another consortium or independently.

5-years’ experience in airport operations, and minimum processing of: 12 million passengers a year for Confins; and 22 million passengers a year for Galeão, calculated on the basis of the sum of passengers on board, landed and in connections, in at least one of the last 5 (five) years.

Bidding company must declare that it owns sufficient financial resources to comply with the investment obligations necessary to achieve the concession objectives.

R$51,169,860 for the Confins airport; and R$129,530,710 for the Galeão airport. The winning consortium must incorporate a Specific Purpose Entity (SPE) to perform the concession agreement.


PORTS The Federal Government plans to attract US$ 27 billion in private sector investments over the next few years to modernize Brazil's ports and to reform the country's 20-year-old ports regulatory framework under Law 12,815/2013 and Decree 8,033/2013.

The purpose of the new regulatory framework is to improve the country's logistics infrastructure, adapting it to standards of international efficiency and modernizing the old-fashioned and obsolete legislation that had previously been in place.


Auctions are planned to take place in blocks. The first auction block will include at least 7 terminals in the Santos Port (state of São Paulo), and the Belém Complex (state of Pará), which were expected to be auctioned in the first semester of 2013 but were delayed to 2014. The reason for the delay was the release of the Federal Audit Court's reports confirming that studies undertaken by the Government were incomplete and fixing 19

conditions for approval prior to the auctions taking place. The main conditions require: A price cap on tariffs; and Re-evaluation of costs to calculate the indemnification amount to be paid to the current operators. In total, the Federal Audit Court approved further studies for 29 terminals, subject to complying with the

specified conditions.


After the conditions are met, the bid documents undergo a new period of public exhibition held at the Federal Audit Court, not yet scheduled. The Government expects the Federal Audit Court to approve the studies for the Santos Port and the Belém Complex and publish the auction rules and conditions in 201427.

Among the 159 terminals that the Government intends to auction, 42 are new and the remainders are existing areas with concession agreements that have either expired or will mature by 2017. The winning tenderers will be those that provide the lowest transportation price for the largest load. According to the Government's investment plan, the ports concession agreements and ports facilities lease

agreements will have a 25-year term, renewable only once for an equal period of time. The projects are to be grouped into four blocks28: Block 1 - Santos, in the state of São Paulo (7 terminals), and Belém, in the state of Pará (2 terminals); Block 2 - Paranaguá, Salvador, São Sebastião and Aratu; Block 3 - Suape, Recife, Cabedelo, Fortaleza, Maceió, Itaqui and Macapá; and

Block 4 - Manaus, Imbituba, Itaguaí, Itajaí, Niterói, Porto Alegre, Rio de Janeiro, Rio Grande, São Francisco do Sul and Vitória.

In order to illustrate the amount of investment being made, following are some of the many projects to be implemented in the Paranaguá Port, in the state of Paraná:

Export Corridor Refurbishing - Refurbishment of existing equipment that carries soy, corn, sugar and wheat to the ships. These changes will increase the port's capacity by at least one third. The tender invitation is expected to be published soon;

Access Revitalization - New accesses to the patio for loading and unloading holding trucks, and improvements to urban streets of Paranaguá to make them suitable for heavy vehicles. Auctions will requiring investments of approximately US$ 2.5 million;

New Operational System - Implementation of a new system that will require investments around US$ 3.4 million;

Dredging for Deepening - Dredging to enable the port to receive larger ships. This project has already secured environmental clearance, and awaits a decision from the Government regarding its inclusion in its new dredging plan, which has already reserved US$ 430 million for Paranaguá; and

Maintenance Dredging - A US$ 65 million project to maintain access levels in the port, which is currently

awaiting environmental clearance. While auctions for the above public ports are being restructured, the Government has already held auctions and granted authorizations for 13 private ports, amounting to investments of R$ 6 billion.


OIL AND GAS Following the discoveries made in the pre-salt layer in 2008, the Federal Government decided to rethink the contractual-regulatory regime for exploration and production activities in the pre-salt area. This caused the National Agency of Petroleum, Natural Gas and Biofuels (ANP) to withhold any concession bid rounds for almost 5 years, during which the industry became stagnant after growing over 300% in the previous decade.

On May 2013, the ANP held the 11th Bid Round for concessions of blocks for oil and gas exploration and production. A total of US$ 4.4 billion was raised with signing bonuses. The commitments assumed, including minimum investments, have reached approximately US$ 3.5 billion, breaking the previous record for funds collected.

The regional diversification of the offered areas caused the ANP, for the first time, to offer blocks in states where oil production has been insignificant or virtually nonexistent. The attractiveness of these areas resulted from studies undertaken by the agency, which involved an investment of almost R$ 800 million since 2007. The granted blocks are located in the following states: Amapá, Pará, Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco, Alagoas, Sergipe, Bahia and Espírito Santo.

A significant number of small, medium and large companies took part in the 11th Bid Round. A total of 39 companies from 12 countries made bids at the auction and 30 of them were the selected winners, attesting to the competition for the areas while ensuring avoidance of sectorial concentration. Also in 2013, the Government held the first bid round for pre-salt areas in the Libra field of the Santos basin under a new Production Sharing Regime. The winning consortium for the Libra field was formed by Petrobras,

Shell Brazil, the French company Total and the Chinese companies CNPC and CNOOC, with estimated 8-12 billion barrels of reserves recoverable oil (i.e. what can be commercially removed from underground). According to the special bid commission, the shares will be divided into 40% for Petrobras, 20% for Shell Brazil, 20% to Total, 10% to CNPC and 10% to CNOOC. The consortium was the only one to bid, and won while offering a minimum of 41.65% of profit of oil, which is

the volume that exceeds operating costs and royalties. The consortium will pay a signing bonus of R$ 15 billion and a minimum exploration program of approximately R$ 610.9 billion. The 12nd Bid Round for concessions of blocks for oil and gas exploration and production also took place in 2013, offeering 240 exploration blocks, distributed in seven sedimentary basins, being: 110 exploration blocks in new frontier areas in the basins of Acre, Parecis, São Francisco, Paraná and

Parnaíba; and 130 exploratory blocks in the mature basins of Recôncavo and Sergipe-Alagoas. Petrobras offered its highest bid for a block located in the Reconcavo basin, in the amount of R$ 15.2 million. The blocks that were auctioned but not purchased will be offered again in future Bid Rounds.

The basins of Paraná and the Reconcavo were the most disputed exploration sites which helped to increase the amounts offered in the auction. The Reconcavo, along with the basins of Sergipe-Alagoas and San Francisco, were identified as having the biggest potential for the discovery of shale gas.


The 12nd Bid Round was focused on areas of onshore exploration of natural gas, and for the first time offered opportunities for shale gas exploration, a type of gas that uses the technique of hydraulic fracturing to release the gas trapped in rocks (conventional gas is released in the reservoirs). Unlike the 11th Bid Round, this auction

attracted only a few companies, most of which were Brazilian. Shale gas has been found by the ANP in the Parnaíba and São Francisco basins. The ANP advises that shale gas and the technology used to extract it, which has already been used extensively by the Brazilian oil industry, make it possible to explore these areas at only one third of the cost of natural gas exploration. More specifically, the cost of natural gas exploration is US$ 16 per cubic meter, while the exploration of shale gas

costs US$ 5 or US$ 6 per cubic meter. The following table, provided for guidance purposes, outlines the requirements of these previous bidding rounds.



Guarantees required

1st Bid Round under Production Sharing Agreement Regime Closed: September 9, 2013 Participation fee: R$ 2.067.400

Yes for both. Foreign companies with a winning bid are required to incorporate a Brazilian subsidiary to receive the concession. Also, Petrobras will be sole operator and therefore have a minimum stake of 30% in all contracts, as well as the new State company, Sal Petróleo SA (PPPSA).

Evidenced experience in exploration and production of oil and gas. The company may request technical qualification as operating or non-operating company.

The minimum net worth ranges between R$ 277,000,000 and R$ 554,000,000, depending on the type of operating or non-operating company.

R$ 156.109.000. For foreign companies, a performance guarantee is also required.

11th Bid Round Closed: March 26, 2013

Yes for both. Foreign companies with a winning bid are required to incorporate a Brazilian subsidiary to receive the concession.

Evidenced experience exploration and production of oil and gas. The company may request technical qualification as operating or non-operating company.

The minimum net worth ranges between R$ 1,900,000 and R$107,000,000, depending on the type of operating or non-operating company.

Ranges between R$ 524,000 and R$ 106,000 depending on the block to which the proposal is presented by the company, in the form of a letter of credit. For Foreign Companies, a performance guarantee is also required.

12th Bid Round Closed: October 28, 2013

Yes for both. Foreign companies are not required to submit documents to prove tax and labor requirements are satisfied.

Evidenced experience in the field of exploration and production of oil and gas. The company may request technical qualification as operating or non-operating company.

The minimum net worth ranges between R$ 107,000,000 and R$ 1,900, depending on the type of operating or non-operating company.

Ranges between R$ 2,415,000 and R$ 116,000 depending on the block to which the proposal is presented by the company, in the form of a letter of credit.

Petrobras published its strategic plan for 2014 through to 2030, which provides that, by 2017, 1 million barrels of oil will be produced per day in the pre-salt areas only. To reach this estimate, Petrobras will focus on the

exploration and production sectors. A total of US$ 236.7 billion will be invested, of which US$ 207.1 billion will be for implementation projects. The exploration and production sector will receive US$ 147.5 billion, with a focus on developing the pre-salt areas for eventual sale via transfers of rights. Petrobras also estimated production, in Brazil and abroad, of an average of 4 million barrels per day in the period from 2020 to 203029, as it plans to acquire new exploration rights on additional areas30. The fuel sector

will also be highlighted, as it will benefit from investments in the order of US$ 64.8 billion for the extension of a refining park, operational improvements, and petrochemical, among others.


MINING The Mining Code (Decree 227/67) establishes a system for bestowal/grant and oversight of concessions based on bureaucratic and centralized procedures. Under the code, the bestowal/grant of a concession is a “bound act” in which mining rights are obtained by fulfilling certain regulatory requirements – this prevents the granting authority from exercising its discretion to raise technical issues or societal interests that prevent the

bestowal/grant. With the goal of improving the regulatory system, a new regime is under discussion by the Federal Government. Highlights of this new mining regime include: Draft bill containing transitional rules aimed at safeguarding legally constituted arrangements and ensuring

that the transition to the new regulatory system does not harm stakeholders; Public offer of areas by means of public bidding and contracts process, to expand opportunities for access

and to replace the current procedure of “availability areas” of complex operation; and Creation of a national council on mineral policy, an advisory body to the President tasked with the

formulation and implementation of mining policy.

The new mining regulation is still in discussion and while it is expected to be approved in 2014 after the presidential elections happening in October, it is not yet in force.


SANITATION Law 11,445/2007 requires the Federal Government to draft a National Sanitation Plan31. Hence, the Ministry of Cities drafted the Pact for Basic Sanitation in 2008, which constitutes the first stage of a participative process for the drafting of such plan.

During 2008 and 2009, the Ministry invested in studies required to inform the drafting of the plan. These studies are set out in the document “Panorama of Basic Sanitation in Brazil”, which includes a preliminary version of the National Sanitation Plan. Finally, in 2012, public consultation took place and a total of 649 different contributions were received by 108 different institutions and persons, with 42.6% of all contributions being incorporated into the plan. The Interministerial Ordinance 571 was published on December 2013, implementing the National Sanitation Plan (Plansab)32.

The Plansab provides that universal sanitation – water supply and sewage collection and treatment – will be achieved in the entire country by 2033. The Government expects 93% of all urban areas in Brazil to have a sewage collection and treatment system, and expects that all cities have water supply services by 2023. The Government has invested, on average, R$ 8-9 billion per year on sewage. However, in order to reach the goal of universal sanitation by 2030, this investment needs to double.

According to the Trata Brasil Institute, R$ 313.2 billion would be required to achieve universal sanitation. Moreover, the study shows that the existence of a sanitation system in a region increases the values of real estate by 13.6% on average. The Ministry of Cities expects R$ 300 billion to be invested by federal agents until 2033. The Plansab further includes investments of other agents in the amount of R$ 208.5 billion33.

As significant investment is required to achieve universal sanitation by 2030, the Government is currently investigating the possibility of joining forces with the private sector through Public-Private Partnerships (PPPs) with Municipal or State Governments. Investment in sanitation is not only a public service, but could also represent a profitable business that would be attractive to the private sector34. The first sanitation PPP was undertaken in the city of Jaguaribe, in the state of Bahia, and the contract was

executed in 200635 with the Special Purpose Entity Concessionária Jaguaribe, controlled by the Odebrecht Group. The total value of the contract is R$ 240 million, and the private partner is responsible for the construction and operation of the sewage system for 183 months36. Upcoming sanitation projects include the following: The City of Jaú, in the state of São Paulo, undertook public consultation in May 2014 on the bid document

for a proposed project involving the construction, operation and maintenance of a water supply and sewage treatment system37;

The City of Santo André, in the state of São Paulo, will enter into a PPP for the operation of a water treatment station. The bid document has not been released as yet, but should be published in the coming months38. City Hall expects the station to supply 25% of the city's demand. The Government approved the investment of R$89 million for the project;

In May 2013, the state of Rondonia held a Procedure for the Expression of Interest for the gathering of information for an upcoming PPP to implement a basic sanitation system39.


HOSPITALS As part of an ongoing effort to improve hospitals and health related facilities, various projects are currently proposed including: Hospital complex in Brasilia - The administrative concession is for the construction, purchase of equipment

and furniture and management support services for a 20-year term. PPP Logística de Medicamentos - PPP in the state of São Paulo for the development of logistics and

distribution processes for medication and health products. The administrative concession is offered by the Secretary of the State of São Paulo Health for 20 years and includes building infrastructure, distribution and technology infrastructure. The value of the contract is estimated to be R$ 150 million. Bid documents have been publicly released, but a deadline for submitting bids has not yet been specified.

Military hospital in Brasília - Feasibility studies are proposed for an administrative concession for the construction, purchase of equipment and management support services for a military hospital. A date for the delivery of bids is not yet known.

Foreigners are prevented by law from operating hospitals and rendering medical and health services. Therefore, the PPPs for hospitals in Brazil concern the construction and administration of the hospital's

buildings and facilities.


RIO DE JANEIRO: BRAZIL'S LARGEST INVESTMENT HUB

VALUABLE RECENT DATA The state of Rio de Janeiro, according to recent data, has the largest amount of investment per kilometer in the world. The state's privileged location allows access to 50% of Brazil's GDP within a radius of 500 km, and the per capita income has more than doubled since 2000.

Energy Largest oil producer in Brazil HQ of Petrobras, regulatory agencies and

research institutions Clusters of energy and pre-salt R&D 3 of the best O&G engineering courses

ITC 5 of the best engineering courses in Brazil Largest number of IT professionals

Cluster of R&Ds, incubators and science parks Center of media and broadcasting for 2014

World Cup and 2016 Olympic Games

Creative Industries HQ of the largest media

company in Latin America Cultural, arts and intelligence

hub of the country

85% of national film box office produced in Rio

Hospitality Main tourist destination Reference in lifestyle Host of major world events

Industry 5 industrial districts Largest steel industry center New industrial areas

Source: Rio Negócios - Investment Promotion Agency of Rio de Janeiro

Specifically with respect to the oil and gas industry, Rio is responsible for 81% and 45% of Brazil's40 total oil

and gas proven reserves, respectively, as well as 85% and 50% of Brazil's41 total oil and gas production, respectively. The state is host to major headquarters of the key decision-makers and players in the sector, such as Petrobras, the National Agency of Petroleum, Natural Gas and Biofuels (ANP) and the Brazil Institute of Oil, Gas and Biofuels (IBP). Furthermore, Rio de Janeiro is a hub for research and development excellence, as it hosts major universities

offering high quality oil and gas industry-focused undergraduate and post-graduate courses, as well as the headquarters of several companies' research and development centers, including Petrobras (CENPES), which provides a qualified workforce to the oil and gas supply chain. Moreover, the city of Rio was one of only two Brazilian cities to be rated “Investment Grade” by Moody's and has retained such grading since 2011.


ONGOING PROJECTS A diverse range of projects are currently underway in the state of Rio de Janeiro, including: Açu port complex shipyard - US$ 1.5 billion for construction; Brazilian Navy submarine shipyard (Prosub) - US$ 1 billion for construction;

Bus Rapid Transit system(BRT) - US$ 1.4 billion for construction; Rio de Janeiro Petrochemical Complex (COMPERJ) - US$ 12.5 billion for construction of refining unit; PSA Peugeot Citröen factory - US$ 850 million for extension of the current factory; Renault-Nissan factory - US$ 1.3 billion for implementation in the city of Resende; Rio port area redevelopment - US$ 700 million for the “Porto Maravilha” revitalization project; Subway line 4 (Metrô Rio) - US$ 2.1 billion for construction;

“Sudeste” port - US$ 1 billion for construction upstate Rio de Janeiro. Also, works to complete the Metropolitan Ring Road are underway and will see the COMPERJ in Itaboraí linked with the Port of Itaguaí, bypassing the metropolitan area. Significant development opportunities are forecast for transportation and logistics hubs in the surrounding areas.


CONTACT AND REFERENCES

This summary of opportunities for investment in Brazil is subject to further updates as the details of upcoming auctions become known. We will be pleased to provide you with answers and additional information on the opportunities mentioned herein, as well as future ones. For further information, please contact:

Ana Carolina BarrettoPartner [email protected] +55 11 2313 5822 Specialised in project development and finance, focusing mainly on the energy and infrastructure sector, Ana Carolina leads the firm's Projects practice in São Paulo. She represents sponsors, lenders, EPC contractors and equipment suppliers in a number of energy and infrastructure projects in Brazil, including power plants, shipyards, industrial facilities, mining and logistics projects. Ana holds a law degree from Pontifícia Universidade Católica (PUC-Rio), an M.Juris degree and an M.St in Legal Research degree (hons), both from the University of Oxford, where she was a full Chevening/FCO scholar.


SOURCES Central Bankof Brazil (BCB) Itaú BBA Jornal do Comércio (business newspaper) Ministry of Finance of Brazil

National Agency of Electric Energy (ANEEL) National Agency of Petroleum, Natural Gas and Biofuels (ANP) National Civil Aviation Agency (ANAC) National Confederation of Industry (CNI) National Logistics & Planning Company (EPL) National Terrestrial Transportation Agency (ANTT)

National Whaterway Transportation Agency (ANTAQ) O Globo (newspaper) Petrobras Portal Brasil Rio Negócios - Investment Promotion Agency of Rio de Janeiro The Federate Senate of Brazil

Valor Econômico (business newspaper) Veja (magazine)

REFERENCES 1. Valor Econômico. http://www.valor.com.br/brasil/3406252/investimento-estrangeiro-direto-em-2013-

fica-acima-do-previsto-pelo-bc 2. O Globo. http://oglobo.globo.com/economia/brasil-cai-do-5-para-7-lugar-em-ranking-de-investimento-

estrangeiro-direto-11431120 3. UNCTAD. http://unctad.org/en/PublicationsLibrary/webdiaeia2014d1_en.pdf 4. PAC. http://www.pac.gov.br/pub/up/pac/9/3-PAC_9_exec_orc.pdf 5. Energia Business. http://energiabusiness.com.br/conteudo/governo-divulga-balanco-do-pac2-para-setor-

de-energia.html 6. ChinaGoAbroad.

http://www.chinagoabroad.com/sites/v2/files/article/attachment/Investment%20_Opportunities%20_in_Brazil-April%202013.pdf

7. ChinaGoAbroad. http://www.chinagoabroad.com/sites/v2/files/article/attachment/Investment%20_Opportunities%20_in_Brazil-April%202013.pdf

8. Portal Brasil. http://www.brasil.gov.br/turismo/2013/12/turismo-ja-iguala-industria-automobilistica-e-de-celulose-em-2013

9. Portal Brasil. http://www.brasil.gov.br/turismo/2013/12/turismo-ja-iguala-industria-automobilistica-e-de-celulose-em-2013

10. MME. http://www.mme.gov.br/programas/leiloes_de_energia/menu/inicio.html 11. O Estado de S. Paulo. http://economia.estadao.com.br/noticias/economia-geral,governo-fara-7-leiloes-

de-energia-e-5-de-transmissao-em-2014,175518,0.htm


12. G1. http://g1.globo.com/economia/noticia/2014/02/governo-preve-ate-mais-11-leiloes-de-energia-em-2014.html

13. Folha de S. Paulo. http://www1.folha.uol.com.br/mercado/2014/05/1451952-leilao-de-transmissao-de-

energia-tem-preco-de-venda-menor-que-esperado.shtml 14. Folha de S. Paulo. http://www1.folha.uol.com.br/mercado/2014/05/1451952-leilao-de-transmissao-de-

energia-tem-preco-de-venda-menor-que-esperado.shtml 15. O Estado de S. Paulo. http://economia.estadao.com.br/noticias/negocios-geral,triunfo-assina-contrato-

de-concessao-da-br-060153262,176892,0.htm 16. Estado de Minas.

http://www.em.com.br/app/noticia/economia/2014/03/12/internas_economia,507110/dilma-assina-contratos-de-concessao-da-br-040-e-br-163.shtml

17. G1. http://g1.globo.com/economia/noticia/2014/01/dilma-rousseff-anuncia-concessao-de-mais-cinco-trechos-de-rodovias.html

18. Portal Brasil. http://www.brasil.gov.br/infraestrutura/2014/02/anunciadas-novas-concessoes-para-trechos-de-rodovias

19. Portal 730. http://portal730.com.br/politica/governo-descarta-concessao-de-rodovias-estaduais-e-cobranca-de-pedagios-em-2014

20. Diário de Cuiabá. http://www.diariodecuiaba.com.br/detalhe.php?cod=448140 21. G1. http://g1.globo.com/mato-grosso/noticia/2014/04/governo-pretende-conceder-quase-800-km-de-

estradas-em-mato-grosso.html 22. IG Notícias. http://brasileconomico.ig.com.br/noticias/concessao-de-ferrovias-apresenta-

problemas_136219.html 23. G1. http://g1.globo.com/economia/negocios/noticia/2013/11/governo-arrecada-r-208-bilhoes-com-

leilao-de-confins-e-do-galeao.html 24. Portal Brasil. http://www.brasil.gov.br/infraestrutura/2014/05/anac-publica-novas-tarifas-para-galeao-

e-confins 25. Isto É Dinheiro. http://www.istoedinheiro.com.br/blogs-e-colunas/coluna/6_PODER

26. The BMF&BOVESPA is a private company that provides registration, clearing and settlement services for the securities and derivatives markets. However, it also provides other services such as a managed platform for public and private auctions, and they help with the structuring of the operation, as well as with the actual real time auction. More information is available at http://www.bmfbovespa.com.br/pt-br/intros/intro-leiloes.aspx?idioma=pt-br.

27. G1. http://g1.globo.com/economia/noticia/2014/02/leilao-de-areas-em-portos-deve-ser-liberado-em-

marco-diz-ministro.html 28. MDIC. http://investimentos.mdic.gov.br/public/arquivo/arq1354909842.pptx 29. Petrobras. http://www.petrobras.com.br/fatos-e-dados/planejamento-estrategico-horizonte-2030-as-

grandes-escolhas-da-petrobras.htm 30. Petrobras.

http://www.investidorpetrobras.com.br/lumis/portal/file/fileDownload.jsp?fileId=8A78D68443E2C48901446B7C97741E0E

31. Law 11,445 of January 5, 2007, article 50. 32. MMA.

http://www.mma.gov.br/port/conama/processos/AECBF8E2/Plansab_Versao_Conselhos_Nacionais_020520131.pdf

33. O Globo. http://oglobo.globo.com/pais/saneamento-investimento-tera-que-duplicar-para-que-governo-cumpra-meta-11918266


34. Instituto Trata Brasil. http://www.tratabrasil.org.br/investimentos-em-saneamento-basico-podem-incentivar-ppps-2

35. SEFAZ/BA. http://www.sefaz.ba.gov.br/administracao/ppp/projeto_emissariosub.htm

36. Odebrecht. http://www.odebrechtonline.com.br/materias/01001-01100/1057/ 37. PPP Brasil. http://www.pppbrasil.com.br/portal/content/munic%C3%ADpio-de-jaú-inicia-consulta-

pública-de-concessão-na-área-de-saneamento 38. Diário Regional. http://www.diarioregional.com.br/2014/03/26/sua-regiao/politica-abc/politica-santo-

andre/semasa-espera-que-ppp-arque-com-r-90-milhoes-de-emprestimo/ 39. PPP Brasil. http://www.pppbrasil.com.br/portal/content/rondônia-publica-pmi-para-obter-estudos-de-

viabilidade-de-ppp-de-esgotamento-sanitário 40. ABPG. http://www.portalabpg.org.br/PDPetro/2/8042.pdf 41. Folha de S. Paulo. http://www1.folha.uol.com.br/fsp/mercado/35894-petroleo-muda-paisagem-do-norte-

do-rj.shtml


VEIRANO ADVOGADOS

Veirano Advogados is one of the leading and most renowned Brazilian business law firms, focused on developing tailored solutions for multinational companies operating in strategic sectors of the economy.

OUR FIRM Founded in 1972, Veirano Advogados is a full-service law firm providing a complete spectrum of legal services to support business activities in both regulated and unregulated sectors. With approximately 300 attorneys working in an integrated fashion, we handle both routine and complex multidisciplinary cases that require the

coordinated talents of professionals with diverse areas of expertise. Our services range from providing assistance in M&A transactions, privatizations and company formation to representing clients in disputes, from offering advice on tax issues and infrastructure projects to guiding companies through the challenges inherent in highly regulated industries, to name a few examples of our broad range of work. Our main goal is to identify needs and develop tailored solutions, enabling safe and

informed decision making – one client at a time. At Veirano, we understand that our professionals are our equity in a globalized market. In order to build strong client-service teams of specialists, we recruit Brazilian attorneys with multicultural backgrounds who have received additional education and training in first-tier law schools and law firms in the US, Europe and Asia.

For over 40 years we have built strong relationships with leading companies in various industry sectors, simplifying international relations and opening pathways for business in Brazil, from Brazil to the world and from the world to Brazil. This is how we contribute to the success of our clients and collaborate for a strong economy.

ALLIANCES & PARTNERSHIPS Beyond our presence in Rio de Janeiro, São Paulo, Porto Alegre and Brasília, we enjoy solid relationships with

law firms in the various Brazilian states and maintain a wide network of partner law firms across more than 120 countries around the world. As a result, we provide seamless services wherever they are required. We also participate in several international legal organizations, such as: Global Advertising Lawyers Alliance (GALA) Ius Laboris - Global HR Lawyers

World Services Group (WSG)


PRACTICE AREAS Our expertise covers a broad range of legal services, with emphasis on the following practices and industries:

Law Practices Anticorruption, Corporate Integrity & Compliance Antitrust & Competition Banking & Finance

Commercial Contracts Corporate & Mergers and Acquisitions Corporate Immigration Dispute Resolution Environment Government & Regulatory

Insolvency, Restructuring & Distressed Investing Intellectual Property International Trade / WTO Labor & Employment Private Equity & Capital Markets Tax & Customs White-Collar Crimes

Industry-Oriented Practices Aerospace, Naval & Defense Electric Energy Information Technology & Communications

Infrastructure & Projects Insurance, Reinsurance & Pension Funds Media & Entertainment Mining Oil, Gas & Biofuels Real Estate

Shipping

CLIENT INDUSTRIES For over 40 years we have built strong relationships with leading companies operating in many different industry sectors, such as: Aerospace, Naval and Defense Agribusiness

Automotive Banks and Financial Services Biofuels Chemical and Petrochemical Construction and Engineering Consumer Goods

Education Electric Energy Health Care Hospitality and Tourism Information Technology Infrastructure

Insurance and Complementary Welfare International Bodies and NGOs

Machines and Equipment Media and Entertainment

Metallurgy and Siderurgy Mining Oil and Gas Pharmaceutical and Cosmetics Pulp and Paper Real Estate

Services Shipping Sports and Leisure Telecommunications Transport and Logistics Water and Sanitation

Wholesale and Retail


RECOGNITIONS & AWARDS As the first Brazilian firm to receive the Chambers Client Service Law Firm of the Year award, our continuous dedication to clients is consistently recognized by leading industry publications, in particular: Chambers Global 2014

Leading firm in 14 practice areas 37 leading individual recognitions

Chambers Latin America 2015

Leading firm in 26 practice areas 51 leading individual recognitions

IFLR 1000 2015

Recommended firm in 5 practice areas 8 leading lawyer recognitions

2 rising star recognitions

Latin Lawyer 250 2014

Recommended firm with 22 practice areas highlighted

Legal 500 Latin America 2014

Recommended firm in 20 practice areas 4 leading lawyer recognitions 53 lawyer recommendations

Who’s Who Legal Brazil 2014

39 lawyer recognitions

Some of our recent awards include:

Marine Money International - Editor’s Choice Deal of the Year 2013 Veirano Advogados advised DNB Bank and DNB Markets, as sole advisor, global coordinator, bookrunner and MLA, in the US$584 million project finance & ECA deal for Technip Odebrecht PLSV CV. As part of the transaction, the Firm also advised all lenders involved: Banco Itaú, Bank of Tokyo-Mitsubishi UFJ, HSBC,

Standard Chartered, SMBC, Credit Agricole, ABN AMRO, K-Sure, GIEK and Eksportkreditt.

Latin Lawyer - Project Finance Deal of the Year 2013 Veirano Advogados acted as Brazilian counsel to the lenders, agents and hedge providers in the US$1.2 billion financing of the Chaglla hydropower plant in Peru, sponsored by the Odebrecht Group. Bound to be the country’s second largest hydropower facility, it is one of the first project finance facilities of the BNDES for a project located outside of Brazil.

Chambers Latin America - Lifetime Achievement 2012 Founding partner Ronaldo C. Veirano received the prestigious Chambers Lifetime Achievement award in recognition for a longtime and productive career spanning more than 40 years of contributions to the Brazilian legal market.

Latin Lawyer - Bankuptcy/Restructuring Deal of the Year 2012

Veirano Advogados advised Bank of New York Mellon, in its acting as trustee to the bondholders in the acquisition of Brazilian power distributor Centrais Elétricas do Pará (CELPA) by Equatorial Energia through judicial restructuring, the largest of its kind since Brazil’s new bankruptcy and restructuring law entered in to force.


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