Carlos Motta

Mergers and acquisitions (M&A): With experience in both domestic and international M&A transactions, Carlos advises companies, banks, and financial advisors on mergers and acquisitions, including transactions involving publicly held companies, joint venture formations, private equity investments, public or private capital increases, acquisitions of control or other corporate stakes, share and quota purchases, and other related operations.

Capital markets equity, debt and hybrid transactions: Carlos assists clients in IPOs, follow-ons, private placements, PIPEs, SPACs, De-SPACs, warrants, convertibles, debt, and hybrid issuances, including debentures, promissory notes, bonds, and real estate and agricultural securitizations.

Corporate and Capital Markets laws and regulations: Carlos also advises and represents controlling shareholders, directors of corporations, publicly traded companies, and investment banks on complex legal matters, compliance, and corporate governance, including shareholder and board meetings, corporate disputes, and representation before the Brazilian Securities and Exchange Commission (CVM) and B3.

Carlos leads a cross-border, multidisciplinary team in the aforementioned practices, and previously served as Mayer Brown’s global co-head of the Corporate & Securities Global practice from 2016 to 2019.

• The shareholders of Control iD in the sale of 100% of its share capital to Papaiz-Udinese, a company owned by the Swedish multinational ASSA ABLOY.
• The sole shareholder of CAIF in the execution and closing of an agreement for the sale of 100% of CAIF’s share capital to Caldic B.V., a global premium player in life sciences and scientific materials solutions for the food, pharmaceutical, personal care and industrial sectors.
• Vinci Partners in the investment and acquisition of control over Arklok, a company that rents hardware equipment (laptops and peripherals) to corporate clients.
• Alpargatas (ALPA4) in the acquisition of Rothy’s, an American footwear, bag, and accessories company, for USD 475 million.
• Locaweb Serviços de Internet S.A., in the acquisition of Organisys Software S.A (“Bling”) for approximately BRL 524 million. Bling is an online management system for the segment of e-commerce and micro and small enterprises – MSEs, with more than 200 integrations, which offer solutions in the SaaS model for physical and virtual businesses or hybrids, and assist in business management and organization, through modules for issuing electronic invoices, product catalogs, inventory and multichannel sales, POS, financial management, integrations with ecommerce platforms, marketplaces and logistic solutions, among others.
• Locaweb Serviços de Internet S.A., a pioneer and leader in Latin America in the supply of IT services in the acquisition of the control of Tray Participações S.A., a platform of e-commerce with more than 4,500 clients.
• Primav Construções, a CR Almeida Group entity, in a complex Dissociation Agreement with Igli S.p.A. (a Gavio Group vehicle, an Italian group investing in infrastructure and highway concessions) valued at up to BRL 3.2 billion and throughout the corporate chain which resulted in Igli consolidating control over Ecorodovias.
  
  Capital Markets Transactions
  
  Equity Transactions and Initial Public Offerings
  
  Advised:

• Citi, Itaú BBA, Safra, and XP, as underwriters, on the public offering (follow-on) of secondary distribution of shares issued by CTEEP - Companhia de Transmissão de Energia Elétrica Paulista (ISA CTEEP), held by Centrais Elétricas Brasileiras S.A. - Eletrobras (seller and offering shareholder), pursuant to CVM Resolution 160, with placement efforts abroad (Rule 144-A/Reg S), amounting to BRL 2.2 billion.
• Priner, on the public offering (follow-on) of primary distribution of shares issued by the company, pursuant to CVM Resolution 160, amounting to BRL 89 million.
• Alpargatas, in the context of the public offering (follow-on) of primary distribution of shares issued by it, in Brazil and abroad, especially in the USA, to raise funds for the purchase of Rothy’s, in the amount of BRL2.5 billion.
• Três Tentos Agroindustrial S.A., as issuer, and its selling shareholders, on the public offering of primary and secondary distribution (initial public offering) of shares issued by Três Tentos Agroindustrial S.A., with restricted efforts, pursuant to CVM Instruction 476, and placement efforts abroad (Rule 144A/Reg S), amounting to BRL 1.3 billion.
• Ecorodovias, as issuer, and Primav, as selling shareholder, on the public offering of primary and secondary distribution (follow-on) of shares issued by Ecorodovias, with restricted efforts, pursuant to CVM Instruction 476, and placement efforts abroad (Rule 144A/Reg S), amounting to approximately BRL2 billion.
• BTG Pactual, Bradesco BBI, Itaú BBA, Santander and UBS BB, as coordinators, within the scope of the public offering, with restricted efforts, of primary distribution of Units of Banco BTG Pactual S.A. and with placement efforts abroad (Rule 144-A/Reg S), in the amount of BRL2.98 billion.
• Nuvini Group, following a business combination between NewCo, Nuvini Holdings Limite, Nuvini Merger Sub, Inc. and SPAC Mercato Partners Acquisition Corp, in its IPO in the United States. The new company operates under the Nuvini brand and its shares are listed on the Nasdaq exchange under the symbol NVNI.
• Credit Suisse, BTG Pactual, and XP Investimentos, as underwriters, on the initial public offering of shares issued by Orizon Valorização de Resíduos S.A., with placement efforts abroad (Rule 144A/Reg S), amounting to BRL 487 million.
• Locaweb and certain selling shareholders, on the public offering of primary and secondary distribution (follow-on) of shares issued by Locaweb, with restricted efforts, pursuant to CVM Instruction 476, and placement efforts abroad (Rule 144A/Reg S), amounting to BRL 2.7 billion.
• BTG Pactual, Bradesco BBI, Itaú BBA, Morgan Stanley, and Santander, as underwriters, on the public offering with restricted efforts of primary distribution of Units of Banco BTG Pactual S.A., with placement efforts abroad (Rule 144-A/Reg S), amounting to BRL 2.57 billion.
• Primav Construções e Comércio S/A (“Primav Construções”), a vehicle of Grupo CR Almeida, on a public offering of shares with restricted efforts amounting to BRL 1.7 billion, through which Igli consolidated its controlling stake in Ecorodovias (“476 Offering”). Additionally, served as legal advisors to Ecorodovias in the 476 Offering, in conjunction and synergy with Mayer Brown LLP, which advised Ecorodovias on the foreign aspect of the 476 Offering.

Debt Transactions

Advised:

•  CCR Rio SP, a subsidiary of CCR and concessionaire of the Dutra and Rio-Santos highways, in a landmark transaction for the Brazilian infrastructure sector. This was the largest project finance operation ever carried out in the country in the road sector, amounting to BRL 10.75 billion raised from BNDES. The complex transaction comprised BRL 9.41 billion in incentivized debentures—the largest incentivized debenture issuance in Brazil—and BRL 1.34 billion in direct financing from BNDES.
• Itaú BBA, UBS BB, BTG Pactual, Bradesco BBI, and Santander Brasil, as the underwriters, in connection with the public offering of debentures of the 15th issuance of CCR AutoBAn (Concessionária do Sistema Anhanguera-Bandeirantes S.A.), in the amount of BRL 2 billion. The proceeds from this issuance will be used for the early redemption of all debentures issued in CCR AutoBan’s 10th, 12th, and 13th debenture issuances.
• Concessionária Ecovias do Araguaia, a subsidiary of the EcoRodovias Group, on a long-term financing totaling BRL 4.2 billion, the proceeds of which will be used for the operation, maintenance and recovery, among others, of the BR-153/414/080/TO/GO Highway System. The deal comprises three loans, a Credit Facility with a Brazilian development bank, the Banco Nacional de Desenvolvimento Econômico e Social – BNDES, in the total amount of BRL 3.1 billion, a Bank Credit Note issued in favor of Banco da Amazônia S.A. in the total amount of BRL 461 million and the first issuance of debentures by Ecovias do Araguaia in the amount of BRL 600 million and with a maturity term of 29 years, this being the longest operation in the infrastructure debenture market (“Issuance”). BNDES was the lead coordinator of the Issuance.
• Arklok, Santander, and BTG Pactual, as underwriters, in Arklok’s second issuance of commercial notes, amounting to BRL 280 million. The commercial notes were placed through a public offering, pursuant to CVM Resolution 160.
• Alpargatas in its second debenture issue, which was distributed through a public offering with restricted efforts, in accordance with CVM Instruction 476, in the amount of BRL 800 million.
• Ecorodovias Concessões e Serviços S.A., in the Company’s 11th debenture issue, in the total amount of BRL 1.050 billion.
• Empresa Concessionária de Rodovias do Sul S.A. - Ecosul, in the structuring of the fourth debenture issue, in the amount of BRL 370 million, with the financial intermediation of Banco BTG Pactual S.A. and Banco Bradesco BB. The funds raised will be used by the Issuer to refinance debts and cash flow.
• Joint Lead Managers in the issuance of Senior Notes (“Notes”) by Banco BTG Pactual (through its branch in the Cayman Islands), within the scope of the Global Medium Term Notes Program for the purpose of financing or refinancing eligible green projects and/or social projects, in accordance with its Green, Social and Sustainable Financing Framework.
• Empresa Concessionária de Rodovias do Sul S.A. - Ecosul, in the structuring of the fourth issuance of debentures, in the amount of BRL 370 million, with the financial intermediation of Banco BTG Pactual S.A. and Banco Bradesco BB. The funds raised will be used by the Issuer to refinance debts and cash flow.

• Recognized in Private Equity – Leaders League, 2025.
• Recognized in Debt Capital Markets – Leaders League, 2024.
• Recognized in Equity Capital Markets – Leaders League, 2024.
• Recognized in Corporate & M&A: Large-Cap – Leaders League, 2024.
• Recognized in Private Equity – Leaders League, 2024.
• Recognized in Corporate and M&A and in Capital Markets – Chambers Brazil, 2023.
• Recognized in Private Equity – IFLR 1000, 2023.
• Recognized in Capital Markets – Who’s Who Legal, 2023.
• Recognized in Capital Markets – Latin Lawyer 250, 2023.
• Recognized in Capital Markets – The Legal 500, 2023.
• Recognized in Corporate and M&A – The Legal 500, 2023.
• Recognized in Debt Capital Markets – Leaders League, 2023.
• Recognized in Equity Capital Markets – Leaders League, 2023.
• Recognized in Corporate/M&A: Large-Cap – Leaders League, 2023.
• Recognized in Banking & Finance and Capital Markets – LACCA Approved, from 2014 to 2023.