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Marcus Vinicius Bitencourt

Partner



Rio de Janeiro, São Paulo

T +55 21 3262 3008

Rua Lauro Müller, 116 – 25th floor Condomínio do Edifício Rio Sul Center Botafogo – Rio Janeiro, RJ – Brazil - 22.290-906

Rio de Janeiro, São Paulo

T+55 11 3077 3500

Av. Pres. Juscelino Kubitschek, 360 - 10th floor Vila Nova Conceição - São Paulo, SP - Brazil 04543-000



#corporate #M&A #privateequity #venturecapital #privatewealth #commercialcontracts #capitalmarkets

Marcus Vinicius Bitencourt is a partner and co-head  in Campos Mello Advogados’ Corporate, M&A, Private Equity  and Venture Capital practices.
He has an extensive practice in the areas of corporate law, securities, private equity and venture capital, M&A and corporate restructuring, offering legal advice in all investment operations and directing Brazilian and foreign investors in mutual funds, investment companies and share portfolios.
His experience also encompasses assistance with planning and structuring of business transactions and corporate activities, including incorporation; corporate reorganizations and restructurings; and assembly of joint ventures, consortiums, associations, foundations, partnerships and other methods of organizing businesses, activities and enterprises.

Marcus also guides clients in the acquisition and disposition of corporate shareholdings or assets; executes due diligence procedures, divestitures, mergers and acquisitions (including management buyouts and takeovers); and assists in acquisition or transfer of ownership of equity interests and minority shareholdings and the structuring of private equity and real estate investments funds.

Among his clients are Brazilian and international companies in many industry sectors, such as financial and banking services (investment management and funds), hospitality and leisure (hotels and resorts), infrastructure, real estate, technology, and transportation.

A recent edition of Chambers Latin America recognized Marcus as a leading individual in Real Estate, being described by clients as a lawyer that “shows great seniority “ and that “gives clients attention and is also very attentive with documents”.

In 2005, Marcus joined Campos Mello Advogados as an associate, becoming a senior associate in 2008. On February 2012, he became a partner of the firm.

Representative Matters
• Advising on the sale of 20% of Starboard Restructuring Partners, a Brazilian alternative investment management firm, to an affiliate of Apollo Global Management, LLC, including the negotiation and elaboration of the main documents of the transaction.
• Assistance in the transaction for installation of Souza Cruz’s factory in Cuba, including the negotiation with the Chinese counterparty , considering the singularities of the Cuban jurisdiction, just as the sanctions and embargo.
• Advising SoftBank a leading internet-based and telecommunication carrier, in the private equity transaction in the Brazilian largest urban mobility startup and ridesharing company, 99 Taxis, in the amount of US$100million, as of May 2017.
• Advising Groupon Inc., the largest local e-commerce platform in the world, on the sale, as of March 2017, of its Brazilian operation (Groupon Serviços Digitais Ltda.), to Nazca Needish Asset Holding II LLC, which is part of the Chilean investment group Mountain Nazca, specialized in venture capital investments in information technology software and services, among others.
• Assisting Vinci Partners, one of the leading Private Equity firms in Brazil, with its corporate obligations and day to day activities in relation to its portfolio companies.
• Assisting global information technology, consulting and outsourcing company Wipro with all legal aspects related to the acquisition of InfoServer S.A., a specialized IT services provider for banking, financial services and insurance sector in Brazil, including due diligence, antitrust demands, negotiating and drafting transaction agreements.
• Assisting Uber’s Brazilian subsidiary in general corporate matters in Brazil.
• Assisting Angra Partners Gestão de Recursos S.A., one of the leading Private Equity firms in Brazil, with its corporate obligations, investments/divestures and day to day activities in relation to its portfolio companies.
• Assistance to Angra Partners on restructuring an investment of two of its Private Equity Funds, converting its positions from equity to senior debts in a pre-Chapter 11 situation with a positive outcome and recovery of the investment through the debt’s fulfilment.
• Assisting the Marsh Group in its global corporate reorganization.
• Assistance to the listed company OSX Brasil S.A. with an internal reorganization aiming its judicial recovery and renegotiation of all of its agreements with goods and services providers in coordination and interaction with Alvarez & Marsal.
• Advising BZLOG partners to establish the company’s management in their behalf, drafting a new shareholders agreement and coordinating their investments with the other partner, Cesário André Bufara Filho, member of Bufara Family, who has a long-term experience with warehouses and logistics enterprises in Brazil.
• Assisting ANGRA VOLT FIA, a private equity fund, on the shareholders’ meetings and corporate guidance at the listed company CENTRAIS ELÉTRICAS DE SANTA CATARINA S.A. – CELESC. And also responsible for legal opinions for corporate reorganizations, M&A transactions and general legal guidance for the board members elected by our client ANGRA in the energy company.
• Advising ANGRA on the M&A with ROCHA TERMINAIS PORTUÁRIOS E LOGÍSTICA S.A. also supporting the drafting and negotiating of all related agreements, especially the Investment and Shareholders’ agreements.
• Advising our clients RABOBANK AND ROYAL OF SCOTLAND on the auction sale process INVE Aquaculture group, a sustainably grown aquaculture species company, on the auction sale process of its shares. The Shareholders starts a confidential auction sale process in respect of INVE Aqua and envisage an effective and swift process to attract potential bidders and assess offers. The transaction will involve a bidding process followed by the selection of a preferred bidder, whereby the shares in INVE Aquaculture Holding B.V. will be sold.
• Advising RABOBANK and ROYAL BANK OF SCOTLAND, shareholders of the worldwide group Nutriad, an animal nutrition and health company, on the auction sale process of its shares. We were responsible for the Brazilian branch legal due diligence among other arrangements.
• Advising our client LESTE REALTY, is currently working on the joint acquisition of 10 (ten) real estate enterprises under development owned by PDG Realty S.A., a listed company, in different regions of Brazil. We advised LESTE REALTY to perform the due diligence procedures in each property as well as drawing the best acquisition structure. We were responsible for drafting and negotiating all the relevant agreements and documents to be executed.
• Advised a Brazilian company indirectly controlled by NUVASIVE, INC. (NASDAQ: NUVA), a leading medical device company (#3 player in the $9 billion global spine market) focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions.,in the acquisition of 100% per cent equity stake of Mega Surgical shares by Neblina Distribuição de Produtos Médicos Ltda.
• Advising major Brazilian construction company João Fortes Engenharia on acquiring, developing and selling Bangu Shopping, in Rio de Janeiro, to Aliansce Shopping Centers, a Brazilian joint venture between Iguatemi Nacional and General Growth Properties.
• Advising an affiliate of global hospitality company Hyatt Hotels Corporation on the acquisition of a majority interest in a 46,000 square meter ocean-front property in Barra da Tijuca, an upscale residential and commercial district of Rio de Janeiro, Brazil, for the purpose of developing a 408-room Grand Hyatt hotel.
• Advising leading Brazilian mall owner Brookfield Shopping Centers on developing and acquiring several shopping malls, such as Shopping Rio Sul, Itaú Power Shopping, Raposo Shopping and Shopping Mogi, among others in different locations in Brazil.
• Advising Brazilian healthcare provider Amil Assistência Médica Internacional on structuring and restructuring the real estate mixed use development ‘Hospital das Américas’, a private hospital complex located in an area of more than 60,000 square kilometers in Barra da Tijuca, one of the fastest growing neighborhoods in the city of Rio de Janeiro.
• Advising Brazilian asset management firm Rio Bravo Investimentos in the investment (second stage) of software developer Embrion (Compera nTime), in connection with its venture capital fund ‘Rio Bravo Investech I’, a mutual fund for investments in emerging companies.
• Advising Brazilian asset management firm Rio Bravo Investimentos in the investment (seed capital) of special adhesives company Adespec, in connection with its venture capital fund ‘Rio Bravo Investech II’, a mutual fund for investments in emerging companies.
• Advising Brazilian asset management firm Rio Bravo Investimentos on the incorporation and management of R$300 million private equity fund ‘Mercantil do Brasil’, encompassing the acquisition and rental of commercial real estate properties in Brazil.
• Advising administrator Rio Bravo Investimentos in the management of real estate investment fund ‘Shopping Pátio Higienópolis’, which encompasses 25% of a shopping center with 220 stores located in São Paulo, Brazil. Fund with R$106 million in assets as of December, 2009.
• Advising administrator Rio Bravo Investimentos in the management of real estate investment fund ‘Via Parque Shopping’, which encompasses 100% of a shopping center with 237 stores located in Rio de Janeiro, Brazil. Fund with R$83 million in assets as of December, 2009.
• Advising administrator Rio Bravo Investimentos in the management of real estate investment fund ‘Vereda’, which encompasses the acquisition and renting/selling of commercial, service and industrial real estate properties in Minas Gerais, Brazil. Fund with R$33 million in assets as of December, 2009.
• Assistance to Leste Realty with the Due Diligence and acquisition of different real estate assets located in the State of São Paulo from PDG Realty during its internal assets reorganization pre-Chapter 11.
• Legal assistance on the investment of PSPIB-SDL INC. in a joint venture in Brazil with SIG Engenharia, with the corporate structuring of the investment, governance and design of guarantees, negotiation of all the relevant documents, such as JV Agreement and shareholders’ agreement, among others.
• Advising Ager Incorporações Imobiliárias, a Brazilian developer company based in Rio de Janeiro, in a R$ 500 million joint venture with global real estate investment firm GTIS Partners in order to perform real estate developments in Brazil.
• Advising Brazilian transportation and logistics Fink Group on acquiring a US$200 million equity stake (60%) in Santos Brasil, the company that manages the largest and busiest container port in Latin America
• Advising worldwide hotel operator and franchisor Marriott International on the US$47.5 million sale of JW Marriott Hotel Rio de Janeiro, in Brazil, to an affiliate of US hospitality real estate company Host Hotels & Resorts.
• Advising Brazilian real estate developer Brookfield Residential Properties on the US$ 242 million acquisition of real estate developer Tamboré.
• Advising Brazilian beverage company Cervejaria Devassa on the sale of its controlling shares to Schincariol, one of the major breweries in Brazil.
• Advising Brazilian transportation and logistics Fink Group on acquiring controlling interest in logistics service provider Multiterminais Alfandegados do Brasil, through the exercise of preferential rights, in conjunction with Gávea Investimentos.
• Corporate assistance to Delta Construções S.A. jointly with Alvarez & Marsal in order to structure and implement its judicial recovery with the sale of independent productive units representing part of the company’s business.

Recognitions
• Leading Individual in Real Estate
Chambers Latin America: 2010 and 2011
• Recommended Lawyer in Corporate and M&A
The Legal 500: 2013, 2015, 2017 and 2018

Publications
• Co-author, “Fundraising and Investing in Brazil”, The Private Equity Review, 2014, 2015, 2016 and 2018.
• Co-author, “Private Equity Finds a Home – The Important Regulation Facing Venture Capital Investors in Brazil”, International Financial Law Review, 2009

Professional Memberships
• Brazilian Bar Association (OAB), Rio de Janeiro and São Paulo Chapters
• Brazilian Association of Private Equity and Venture Capital (ABVCAP)

Education
Certification in Investment Banking, School of Continuing and Professional Studies, New York University, 2009
Specialization in Corporate and Capital markets law, Fundação Getulio Vargas (FGV), 2007
Post-Graduation in Business Law, Fundação Getulio Vargas (FGV), 2005
B.A. in Law, Universidade Candido Mendes (UCAM), 2002

Admissions
Rio de Janeiro
São Paulo