Cescon Barrieu and PMK advise on BRL 791M fund deal
Cescon Barrieu advised XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários on the public offering of the first issuance of quotas — Subclass A and Subclass B of the single class of limited liability quotas — of SC Renda Imobiliária Fundo de Investimento Imobiliário, in a total amount of BRL 791,418,000. The offering was conducted under the automatic registration procedure pursuant to CVM 160, with XP Investimentos acting as lead underwriter.
PMK Advogados advised São Carlos Consultoria Imobiliária on all aspects of the transaction, including the structuring and negotiation of purchase and sale agreements, review of the Fund’s offering documents, drafting of commercial real estate advisory agreements, regulatory and governance analysis of the Fund, and overall legal coordination among the parties involved.
The Fund was established with the premise of allocating resources predominantly in corporate floor plates — a structure being revisited by capital markets as vacancy rates have been gradually declining. The offering was structured around the Fund’s acquisition of four assets from São Carlos Empreendimentos e Participações, a company belonging to the economic group of the real estate advisor, reflecting a divestment strategy of the group.
The portfolio comprises approximately 76,770 square meters of gross leasable area across strategic locations in Brazil’s main corporate markets. The assets include EZ Towers (Tower A — partial sale) in São Paulo, Centro Administrativo Santo Amaro (Blocks B and D) also in São Paulo, Pasteur 154 in Botafogo, Rio de Janeiro, and City Tower in downtown Rio de Janeiro.
To finance the acquisition, the Fund carried out a unit issuance coordinated by XP Investimentos, involving a primary issuance of both senior and subordinated units. São Carlos subscribed and paid for the subordinated units as part of the purchase price, retaining a position as a subordinated unitholder in the Fund. Beyond its role as a unitholder, São Carlos will also serve as the Fund’s commercial real estate advisor, taking responsibility for the commercial management and administration of the properties within the portfolio.
Cescon Barrieu’s team advising XP Investimentos comprised partner Vitor Arantes (pictured left) and associates Marcela Rivellino Lourenzo Moreira and Bryan Willian Colpaert Perrenoud.
PMK Advogados team advising São Carlos was led by partners Rafael Gomes Gobbi (pictured right), Henrique Amatruda Marum, and Ricardo Stuber, supported by Diogo Ramos Ferreira, Camila Torelli, Carolina Meirelles Sartori, Arnaldo Augusto, and Maria Eduarda Fontes.
In-house counsel list:
XP Investimentos: Juliana Bastos, Aline Ventura, and Sofia Desinano.
XP Allocation Asset Management: Guilherme Almeida.
São Carlos Consultoria Imobiliária: Fabiana da Silva.
