Insolvency

Insolvency
www.felsberg.com.br
A Solid Tradition
Experience, ethics, and commitment generate added value for clients.
Felsberg e Associados is a full-service law firm with vast experience in complex business transactions, such as
privatizations, project financing, corporate restructurings, mergers and acquisitions and capital markets.
Founded in 1970, Felsberg e Associados is part of an exclusive group of prominent Brazilian law firms with
significant domestic and international presence.
Well-known for its work in local and global disputes and transactions, Felsberg e Associados has extensive
knowledge of different legal cultures and normative environments in other countries. Its team of lawyers is
composed by active professionals with international exposure, fluent in several languages, and qualified to
practice law in Brazil and abroad.
Felsberg e Associados has offices in São Paulo, Rio de Janeiro, Brasília, New York, Washington DC,
Dusseldorf and Shanghai, and has domestic and foreign clients in many sectors of the economy.
Felsberg e Associados is the sole Brazilian member of Meritas, an international network of law firms with
presence in more than 70 countries worldwide. The firm also has relevant partnerships with large firms in
London, New York, Paris and other important cities around the world. Felsberg e Associados is able to offer
adequate solutions to its clients in a globalized and competitive environment.
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Expertise in insolvency and debt restructuring matters
Felsberg e Associados is recognized, domestically and internationally, as the leading law firm in Brazil in
matters involving insolvency and debt restructuring. The firm has vast experience in advising clients –
debtors, creditors, investors and other stakeholders – in all matters regarding bankruptcy, insolvency,
reorganization and debt restructuring.
The firm is experienced in all stages of debt restructurings, either in or out of court. The firm also represents
clients in reorganization and liquidation
proceedings.
Felsberg e Associados has a multidisciplinary
team, capable of dealing with the structuring of
complex transactions involving debt
restructurings and bankruptcy proceedings, and offering innovative solutions involving contractual,
corporate, tax, labor, regulatory, antitrust and environmental issues. Each case is treated individually, with the
particularity of each client being taken into consideration.
Felsberg e Associados has been involved in over 100 cases in the area, including the largest and most
important in the country, representing a wide range of different interests.
Legal counsel to debtors
Felsberg e Associados has extensive experience in representing debtors in individual and collective debt
restructurings, and in reorganization proceedings, including the following:
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?Analysis of the debt structure of distressed companies and the classification of claims;
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?Development of plans and strategies for the turnaround of distressed companies;
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?Advice in the renegotiation of bank loans;
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?Due diligence in distressed companies;
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?Corporate reorganization of distressed companies;
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?Advice on negotiation with creditors;
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?Drafting plans of reorganization and agreements related to the restructuring of debt;
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?Representation in liquidation and reorganization proceedings;
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?Coordination of cross-border insolvency cases, involving entities and/or assets in several jurisdictions,
including U.S. Chapter 15 cases, with the support of foreign law firms;
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?Advice in the planning and implementation of reorganization measures;
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?Structuring debtor-in-possession (DIP) financing, and alternative forms of financing a debtor company in
both debt restructurings and reorganizations;
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?Advice on mergers and acquisitions, including the conversion of debt into equity, change of control, and sale
of assets or production units within debt restructurings and reorganizations.;
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?Renegotiation of the terms of payment of bonds or notes, and the amendment or modification of indentures
Issuance of notes representing restructured debt
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Legal counsel to creditors
Felsberg e Associados has an extensive practice in representing creditors, individually or organized as a group,
in all matters involving the collection of their claims, such as in individual and collective debt restructurings,
and in liquidation and reorganization proceedings, including the following:
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?Representation of secured and unsecured creditors in liquidation and reorganization proceedings;
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?Representation of bondholders in the renegotiation of the bonds, within and outside of a formal insolvency
proceeding;
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?Enforcing claims against debtors and guarantors;
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?Advising creditors in negotiations with debtors, guarantors, shareholders of debtor companies, other
creditors and investors in distressed companies;
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?Advising creditors with respect to debt restructurings and workout agreements;
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?Advising creditors in fraudulent conveyance matters;
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?Drafting inter-creditor agreements;
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?Advising creditors in structuring and creating security interests within debt restructurings and
reorganization proceedings;
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?Representation of creditors' committees (either formal or informal committees);
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Representation of creditors at creditors' meetings and creditors' committees in bankruptcy and
reorganization proceedings.
Legal counsel to investors
Felsberg e Associados has extensive knowledge in advising investors in all matters involving the acquisition
of distressed assets, and in any other form of investment in companies undergoing financial distress:
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?Representation of investors in liquidation and reorganization proceedings, and in debt restructurings;
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?Advice in the structuring of alternatives for investment in distressed companies;
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?Advice in financing distressed companies, including debtor-in-possession (DIP) financing;
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?Structuring of guarantees and security interests for investors;
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?Advice for investors interested in the acquisition of claims, including notes issued by distressed
companies;
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?Advice in the issuance of bonds or notes representing claims deriving from investment in distressed
companies;
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?Advice in the acquisition of assets and/or economic units in liquidations, reorganizations and debt
restructurings;
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?Advice in distressed mergers and acquisitions;
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?Legal due diligence in distressed companies;
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?Risk analysis for investment in distressed companies;
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?Capital markets transactions involving distressed companies or related companies.
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Legal counsel to other stakeholders
Felsberg e Associados is also involved in advising and representing all stakeholders in all matters related to
bankruptcy and reorganization proceedings:
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?Advice to shareholders, either Brazilian or foreign, of distressed
companies;
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?Advice to officers and directors of distressed companies;
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?Advice to co-obligors and guarantors of distressed companies;
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?Advice to clients and suppliers of distressed companies,
including with the purpose of preventing losses due to issues
related to avoidance and fraudulent conveyance;
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?Advice in the assumption or rejection of contracts with distressed companies;
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?Advice to trustees of notes and bonds;
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?Advice to judicial administrators in bankruptcy and reorganization proceedings.
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International recognition
Felsberg e Associados is widely recognized as having the leading bankruptcy and reorganization practice in
Brazil. The firm has been acclaimed, for consecutive years, by local and foreign publications, as the
benchmark in debt restructurings, liquidations and reorganizations in Brazil.
Our firm is recognized as “Band 1” in the area of Bankruptcy/Restructuring by Chambers and Partners, and
as a reference by PLC Which Lawyer.
Felsberg e Associados was recognized in the area of reorganization by LatinLawyer in the following
occasions:
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?Winner of Deal of the Year award, in the Restructuring
category, for representing Parmalat in its reorganization
proceeding (2006);
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?Nominated for the Deal of the Year award, in the
Restructuring category, for representing TMT Motoco in its reorganization proceeding (2008);
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?Winner of the Deal of the Year award, in the Restructuring category, for representing JP Morgan, the
largest unsecured creditor, in the reorganization of Independência Alimentos (2010);
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?Winner of the Deal of the Year award, in the Restructuring category, for representing Celpa in its
reorganization proceeding (2012).
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Meet our team of excellence
The insolvency and debt restructuring practice has lawyers coming from the best universities in Brazil and
abroad, with vast experience in the field, and who are frequently appointed as references.
Thomas Benes Felsberg is the founding partner of Felsberg e Associados and a
worldwide reference in the field of insolvency and reorganization law. Thomas
Felsberg graduated from the University of São Paulo (1966) and holds an LLM
from Columbia University (1970). Thomas Felsberg lectured conflict of laws at
University of São Paulo and is the author of several books and articles and
participates in several congresses and seminars in Brazil and worldwide.
Thomas Felsberg is a consultant for the World Bank in the field of insolvency and
creditors' rights, having contributed for the Global Insolvency Law Database
(GILD) and to the Reports on the Observance of Standards and Codes (ROSC). He has been recognized
by publications such as Latin Lawyer and Chambers as the leading insolvency lawyer in Brazil, having
participated in most of the country's larger reorganizations. He participated in the drafting committees for
the current corporate insolvency law.
Thomas Felsberg is the sole Brazilian member of the American College of Bankruptcy and a board member
of the International Insolvency Institute, also being affiliated with INSOL International and other
domestic and foreign entities. He is a founding member and former chairman of the board of the Brazilian
chapter of the Turnaround Management Association (TMA).
Apart from his work related to insolvency and debt restructuring, Thomas Felsberg has a relevant role as an
arbitrator listed in major arbitration chambers, as a member of committees of the Brazilian Bar Association,
of the Federation of Industries of the State of São Paulo (FIESP) and of the Law Firms Study Center
(CESA), and as the president of the Columbia University Club of Brazil.
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Meet our team of excellence
Maria da Graça de Brito Vianna Pedretti is a senior partner in the financial and corporate area at Felsberg e
Associados. Graça Pedretti graduated from University of São Paulo (1975) and obtained her LLM from
University of Illinois at Champaign-Urbana.
Graça Pedretti is a member of the Legal Committee of Abrasca – The Brazilian Association of PubliclyOwned Companies and of ABVCAP – The Brazilian Association of Private Equity and Venture Capital.
Within her practice areas, she has participated in many large transactions, authored several articles, given
numerous speeches and often been included by well-known and reputable international publications in the
list of leading lawyers in Brazil.
Paulo Fernando Campana Filho is a partner in the area of insolvency and debt restructuring. Paulo
Campana graduated from the University of São Paulo (2003), has an extension course at University of
Salzburg (2005, and holds a Master's Degree from the University of Coimbra (2007), and a Doctor's
Degree from the University of São Paulo (2013), having developed a thesis on cross-border insolvencies and
the reorganization of multinational corporate groups.
Paulo Campana is a founding member of the Brazilian chapter of the Turnaround Management
Association (TMA), is a member of INSOL International and participated on NextGen Programs of the
International Insolvency Institute (III) and of the National Conference of Bankruptcy Judges (NCBJ).
Paulo is also a member of committees of the Brazilian chapter of TMA and of III NextGen. He is the author
of several articles and is a speaker on the subject. Paulo has also participated in research groups in the area at
the University of São Paulo.
Clara Moreira Azzoni is a team leader in the area of insolvency and debt restructuring. Clara Azzoni
graduated from the Catholic University of São Paulo (2003), and holds a Master's Degree (2008) and a
Doctor's Degree (2012) from the University of São Paulo, having developed her thesis on aspects related to
fraudulent conveyance in insolvency proceedings. Clara is the author of books and articles on the subject of
insolvency.
Felsberg e Associados also benefits from being a full-service law firm meaning it is able to offer a wide variety
of services related to the field of insolvency and debt restructuring. The teams, all composed of high
qualified attorneys, work closely together and interact in order to offer integrated solutions that meet the
expectations of our clients.
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Unmatched experience in the field
Felsberg e Associados advised clients in over 100 transactions involving insolvency and the restructuring of
the debt of large and medium-sized companies. The attorneys at Felsberg e Associados strongly believe that
no two cases are alike, and are driven by the challenges brought by their clients.
The firm has been present in all the most high profile cases in the country, and has filed two of the three
largest reorganization cases since the enactment of the current law, in 2005.
Felsberg e Associados offers quick and creative solutions to complex questions, having received several
awards for its services. The firm has coordinated the reorganization of several Brazilian multinationals, with
the filing of proceedings in other countries, including the U.S. and Europe, and helped the Brazilian
subsidiaries in the global restructuring of foreign companies. The achievements in all these cases are a
testament to the capability and versatility of Felsberg e Associados' multidisciplinary team.
Some of the significant cases in which Felsberg e Associados have acted, and which became public, are the
following:
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?Represented the Brazilian subsidiary of Singer, the sewing company, as part of the global restructuring of its
activities;
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?Represented Parmalat Alimentos in its reorganization, involving a debt of over US$ 2.5 billion, and in its
sale to investors, as part as the global restructuring of the Italian dairy company;
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?Represented BRA Airlines in its reorganization proceeding;
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?Represented Boeing, in the restructuring of debt of Varig deriving from aircraft leasing agreements, in the
approximate amount of US$ 400 million;
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?Represented Banco Intesa SpA in the debt restructuring of Brazilian subsidiaries of Enron, in the total
amount of US$ 270 million, and in the assignment of claims to Citigroup;
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?Represented subsidiaries of multinational companies, such as Tecumseh, SeaContainers and Bekum, in its
reorganization proceedings;
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?Represented Infinity Bio-Energy in its reorganization proceedings involving a debt of US$ 500 million, in
its acquisition by Bertin, and in the debtor-in-possession financing of US$ 150 million, by means of bank
loans and the issuance of notes.
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Unmatched experience in the field
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?Represented large and medium-sized sugar mills, such as Floralco, Baldin, Companhia Brasileira de Açúcar
e Álcool, Denusa, DASA, Alda and Sapucaia, in reorganization proceedings;
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?Represented Equipav Group in the restructuring of its debt worth more than US$ 500 million and in the
sale of its control to Shree Renuka for US$ 300 million;
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?Represented Usina Santa Isabel in the workout agreement to restructure bank loans in the amount of US$
300 million;
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?Represented Unigel in the collective restructuring of bank loans in the amount of US$ 250 million;
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?Represented the up-market boutique Daslu in its reorganization proceeding and in its sale to an investor;
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?Represented JP Morgan, the largest creditor, holder of a claim of over US$ 100 million, in the
reorganization proceeding of Independência;
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?Represented beef companies, such as Arantes (US$ 600 million debt) and Frialto (US$ 300 million debt),
in their reorganization proceedings;
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?Represented retail chains in their restructuring proceedings and in the sale of stores to investors, such as
Drogaria Santa Marta in the sale of drugstores to Drogasil, and Supermercado Gimenes in the sale of
supermarkets to Carrefour and Ricoy;
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?Represented the Rede Energia group in the restructuring of its US$ 5 billion debt, and in the transfer of its
corporate control, in a series of transactions that involved workout agreements between electric utilities and
their creditors, and the reorganization proceedings of electric utility Celpa and of five holding companies;
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?Represented bondholders in the liquidation proceeding of Banco Cruzeiro do Sul;
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Represented Mabe, the Brazilian subsidiary of the Mexican company that manufactures appliances, and
holder of the GE brand in Brazil, in its reorganization proceeding, involving a debt of US$ 300 million.
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Contatos
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Principal Contacts
Thomas Felsberg
[email protected]
Tel.: (55 11) 3141-9101
Maria da Graça Pedretti
[email protected]
Tel.: (55 11) 3141-9102
Paulo Campana
[email protected]
Tel.: (55 11) 3141-9168
Clara Moreira Azzoni
[email protected]
Tel.: (55 11) 3141-9142
Endereços
Locations
Estrategicamente presente no Brasil e no Exterior para melhor atender nossos clientes.
Strategically located both in Brazil and overseas to meet clients' needs.
São Paulo
Av. Paulista, 1294 - 2º Andar
01310-915 São Paulo, SP - Brasil
Tel.: +55 (11) 3141-9100
Washington, D.C.
Fax: +55 (11) 3141-9150
1725 I Street, N.W. Suite 300
Washington, D.C. 20006 - USA
Rio de Janeiro
Tel.: +1 (202) 331-2492
Av. Almirante Barroso, 52 - 22º Andar
Fax: +1 (202) 349-3915
20031-000 Rio de Janeiro, RJ - Brasil
Tel.: +55 (21) 2156-7500
Shangai
Fax: +55 (21) 2220-3182
The 21st Century Building, 6th floor,
Century Avenue No. 210 Lujiazui, Pudong,
Brasília
Shanghai - 200120, China PR
SCN, Qd 5 Bl. A - sala 1217
Tel.:+86 (21) 5172-7212
Torre Norte - Brasília Shopping
Fax: +86 (21) 5172-0966
70715-900 - Brasília, DF - Brasil
Tel.: +55 (61) 3033-3390
Düsseldorf
Fax: +55 (61) 3033-2855
An St.
Swidbert 29
40489 Düsseldorf
Tel.: +49 (211) 88284-416
Fax: +49 (211) 88284-417
New York
405 Lexington Avenue, 26th floor
New York, N.Y. 10174 - USA
Tel.: (212) 907-6440
Fax: (917) 368-8005
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Av. Paulista, 1294, 2º andar
São Paulo, SP - Brasil - 01310-915
Tel.: (55 11) 3141-9100
Fax: (55 11) 3141-9150
www.felsberg.com.br