PMK advises on BRAS11 FII solar assets and offering
PMK Advogados acted as legal counsel to BTG Pactual Serviços Financeiros and EuQueroInvestir Gestão de Recursos, on the issuance and initial offering of quotas of the single class of Brasil Energia Fundo de Investimento Imobiliário Responsabilidade Limitada (BRAS11 FII).
BRAS11 FII comprises a single class of quotas, representing an initial issuance totalling BRL 680 million. The acquisition of the real estate assets was carried out directly by the class or through special purpose entities (SPEs), either through the acquisition of the underlying properties or the acquisition of in rem rights over such properties, including surface rights. The structure enables long-term income generation backed by lease agreements relating to solar power generation assets.
In addition to the offering, PMK Advogados advised BRAS11 FII, on the acquisition and real estate structuring of a portfolio comprising 21 distributed generation photovoltaic solar plants (UFVs) and their underlying real estate rights from Brasil GD Infra Fundo de Investimento em Participações em Infraestrutura – Responsabilidade Limitada (Brasil FIP) and from BRGD. A key real estate component of the transaction involved the acquisition and restructuring of surface rights, which constitute registrable in rem property rights under Brazilian law and are widely used to enable the development, ownership, and commercial exploitation of infrastructure and energy projects on third-party land.
Each solar plant was owned by a separate special purpose vehicle (SPE), which held both the photovoltaic generation assets and the corresponding surface rights over the land plots where the facilities were installed. The acquisition was initially implemented through the purchase of the shares issued by each SPE, resulting in BRAS11 FII becoming the indirect holder of the relevant surface rights and real estate interests.
Following completion, PMK Advogados structured and implemented a post-closing real estate and corporate reorganization involving capital reductions and/or spin-offs of the SPEs, enabling the transfer of the surface rights directly to BRAS11 FII. This restructuring was critical to align the ownership structure with the regulatory and operational requirements applicable to Brazilian real estate investment funds, ensuring that BRAS11 FII became the direct holder of the in rem real estate rights and, consequently, the direct beneficiary of the lease revenues derived from the solar assets.
PMK Advogados also played a pioneering role in advising on the structuring of BRAS11 FII as a real estate investment platform capable of directly holding and monetizing surface rights associated with distributed generation assets. This structure positioned BRAS11 FII among the first Brazilian real estate investment funds to directly own and commercially exploit photovoltaic infrastructure through in rem real estate rights, expanding the traditional scope of real estate investment funds into new classes of income-generating real estate-backed infrastructure.
PMK Advogados relied on partners Rafael Gomes Gobbi, Ricardo Stuber and Patricia Godoy Monteiro, associates Diogo Ramos Ferreira, Leticia Mendes Caran, Fabíola da Silva Rodrigues Bueno and Carolina Sartori.
Marcelo Tostes Advogados advises the sellers of the portfolio.
