Multiple firms advise on BRL410m CRI deal
FLH, KLA, Cescon Barrieu, Tristão Advogados advised on the 176th issuance, in a single series, of real estate receivables certificates (CRI) by VERT Companhia Securitizadora. The offering totaled BRL 410,000,000 and was placed with qualified investors as defined under applicable Brazilian regulation.
The CRI were backed by credit rights arising from lease agreements assigned to VERT Companhia Securitizadora by BTG Pactual Renda Metropolitana Fundo de Investimento Imobiliário, following its acquisition of the underlying properties from TRX Real Estate Fundo de Investimento Imobiliário and other vehicles of the same group, with the transfer occurring simultaneously to the financial settlement of the offer.
The execution process involved multiple interdependent steps carried out at the same time. The CRI were backed by nine lease agreements originally entered into by TRX-managed vehicles as landlords, and the underlying properties were sold by those vehicles to BTG Pactual Renda Metropolitana Fundo de Investimento Imobiliário concurrently with the settlement of the offer.
Certain properties were encumbered as collateral for other obligations, and some of the lease agreements had already been assigned as underlying assets for other CRI issuances, which required coordinating the repayment or partial prepayment of existing secured financings to release the properties and the lease agreements from their prior allocations.
To preserve the integrity of the transaction and the continuity of the real estate credit rights, the acquisition of the properties and the purchaser’s subrogation into the landlord’s rights and obligations under each lease agreement had to take place simultaneously with the financial settlement of the offer, requiring the execution of a significant number of transaction documents and coordinated legal and operational steps across all involved parties.
FLH acted as counsel to BTG Pactual Investment Banking, as lead bookrunner, and Itaú BBA Assessoria Financeira, as bookrunner, and relied on partners William Rizzi (pictured left) and Gabriel Leutewiler, supported by associates Paulo Garcia, Beatriz Sanceau and Nicole Addeo.
Cescon Barrieu represented BTG Pactual Renda Metropolitana Fundo de Investimento Imobiliário as buyer and assignor in the offer, with partner Ravel T. Carvalho (pictured center-left) and associates Julia Fernandes, Mariana Mussallam and Luana Serra.
Tristão Advogados advised the buyer in the real estate acquisition, through partner Eduardo Tristão (pictured center-right) and associate Giovanna Malta.
KLA – Koury Lopes Advogados represented the sellers, the TRX vehicles, with partner Livia Siviero Bittencourt Huh (pictured right) and associate Roberta Capozzoli.
