Multiple firms act on Copasa’s BRL 8.4bn privatization
Cleary Gottlieb, Stocche Forbes, advised Companhia de Saneamento de Minas Gerais (Copasa) and the State of Minas Gerais on the privatization of the state-controlled sanitation company through a secondary offering of 171,113,881 common shares, totaling BRL 8.4 billion.Demarest and Clifford Chance advised the underwriters.
The transaction involved the sale of the State of Minas Gerais’ controlling stake in Copasa, while retaining a 5.03% interest in the company, including a golden share. Outside Brazil, the offering was conducted through private placement efforts under Rule 144A and Regulation S.
Following the offering, Equatorial, through its subsidiary Gerais Saneamento, became Copasa’s anchor investor after acquiring a 30% stake through a competitive bidding process. Stocche Forbes also advised on the shareholders’ agreement, non-compete agreement and lock-up agreement involving the anchor investor, the State of Minas Gerais and Copasa, as well as on the renewal of the Belo Horizonte concession agreement through 2073 and other concession arrangements.
The transaction is one of Brazil’s largest state privatizations in recent years and, according to the parties, the largest capital markets offering in Latin America in 2026.
Cleary Gottlieb advised Copasa and the State of Minas Gerais on US law matters with partners Jonathan Mendes de Oliveira (pictured top left) and Matthew Brigham, international lawyer André Bandeira de Mello, associates David Schechtman and Michael Hughes.
Stocche Forbes acted as Brazilian counsel to Copasa and the State of Minas Gerais. The team was led by partners Henrique Filizzola (pictured top right), Fabiano Milani, Mariana Saragoça, Ricardo Freoa, Thadeu Bretas, Bruna Bellotto, Andre Bogosian and Matheus Campos, with the support of Ana Flávia Chaves Candido da Silva, Luisa Sisconeto de Mesquita, Fernando Daniel de Ponte de Paula, Ana Luiza de Deus, Gregory Barbosa, Victor Nogueira Corrêa, Larissa Bergo Veronesi and João Costa Marques.
The underwriting syndicate was advised in Brazil by Demarest Advogados, with partners Cristina Tomiyama (pictured bottom left) , Julia Lobo Dutra and Carlos Henrique Araujo, and lawyers Rodrigo Braga and Mirela Politi.
Clifford Chance acted as US counsel to the underwriters with partners Jonathan Zonis (pictured bottom right) and Anja Pfleger Andrade, and lawyers Luca Uchoa, Frederico Jorge and Pedro Henrique Natucci Barreiros.
