Daniella Raigorodsky Monteiro

Transactional: Clients seek Daniella’s advice on mergers and acquisitions projects, including the buying and selling of equity interests and assets (in public, private, and extra-judicial and judicial recovery processes), the formation of joint ventures, and the establishment of strategic alliances, particularly in the sectors of infrastructure, energy, technology, healthcare, and retail. She advises clients on negotiating and revising shareholder agreements, investment agreements, and strategic partnerships.

Corporate Governance: Boards of directors and management teams rely on her experience in various corporate matters, especially more complex issues such as changes in control, shareholder activism, and the replacement and composition changes in governance bodies. Daniella also advises clients on governance actions in preparation for initial public offerings, follow-ons, private capitalizations, as well as in preparation for and during General Shareholders' Meetings (AGMs, AGEs, Special AGMs), on evaluating and monitoring legal risk management processes, and other related matters. She evaluates and presents corporate governance structures aligned with best industry practices involving the client and ensures compliance with corporate laws and regulations from B3 and CVM. Daniella also represents clients and their executives in defending against administrative proceedings initiated by B3 and CVM.

Corporate and Capital Market Transactions (most relevant and with non-confidential year-on-year data):

Advised:

• Tractebel Energia S.A. (Engie): in the privatization auction of Centrais Geradoras do Sul do Brasil S.A. (Gerasul), which—totaling 3,700 MW of installed capacity—was the first large power generation state-owned company privatized in the country (1998-1999).
• Tele Norte Leste S.A.: in corporate restructuring implemented for the purposes of incorporating all of the telcos of Telemar group after privatization (2000-2001).
• Globo Comunicação e Participações S.A.: in restructuring their debt (2002-2004).
• Petróleo Brasileiro S.A.: acting as a "secondee" in the Structured Project Financing (FINPROJ) area, in various project finance deals during 2006 and 2007, including (i); a REVAP modernization project, which was awarded Latin America Deal of the Year 2006 – Project Finance International, and (ii) project financing (and refinancing) for pipeline construction for URUCU-MANAUS, MALHAS e GASENE.
• Terna Participações (Taesa): with corporate restructuring, debt renegotiation, and advisory in M&As involving companies in the electric power transmission sector. (2008-2010).
• Norsk Hydro: in the negotiation and closing of several agreements with Vale to create a joint venture for the construction of the refinery in Pará (Companhia de Alumina do Pará) (2008- 2009).
• Casa Saba (a Mexican group): in the negotiation and closing of agreement in the acquisition of the Drogasmil and Farmalife drugstore chains (2008-2009).
• Mitsui, UTC Engenharia, Sembcorp: acting as project counsel, in the negotiation with Petrobras of investment contracts and partnership for possible financing and construction of utility plants in the COMPERJ petrochemical complex (2010-2011).
• Atlantia (an Italian group): in the negotiation of all documents and advice, on the establishment of a joint venture with the Bertin Group for the operation/management of more than 1,500 km of roads in southeastern Brazil (i.e. Rodovias das Colinas, Rodovias do Tietê) (2011-2012).
• Hyatt: in the negotiation of financing from BNDES and contracts for the construction of the Grand Hyatt Rio de Janeiro hotel (2013).
• Federal Mogul: in the negotiation and closing of a deal with TRW Automotive for the acquisition of their motor valve division (2014-2015).
• Polynt Composites: in the negotiation and acquisition of the polyester resin division of the Total Group (2015).
• A group of investors: in the acquisition of equity participation owned by OAS in INVEPAR, in the context of the judicial recovery of OAS (2016-2017).
• A power transmission company: in the acquisition of seven operational power transmission concessionaires, whose controlling company was under a judicial restructuring process (2017-2018).
• Total S.A.: in negotiations involving the acquisition of several upstream, midstream, downstream and power assets from Petróleo Brasileiro S.A. – Petrobras, in the amount of approximately USD 2.2 billion, including the acquisition of two operational gas thermos-power plants (2017-2018).
• ISA CTEEP: in the evaluation of six transmission lines owned by Centrais Elétricas Brasileiras S.A. – Eletrobras, sold via public auction held in September 2018 as part of the privatization process, as well as in the analysis of all bid documents and in the evaluation of the key M&A and regulatory aspects to be considered when drafting the bid offers for such transmission lines (2018).
• AENA Desarrollo Internacional: in the auction for the concession of a group of airports in the Northeast comprising Recife, Maceió, Aracajú, Campina Grande, João Pessoa and Juazeiro do Norte, of which AENA was the winner (2019).
• An energy sector group: in the evaluation of CEB Distribuição, sold via public auction held in December 2020 as part of its privatization process, as well as in the analysis of all bid documents and in the evaluation of the key M&A and regulatory aspects (2020).
• BRZ Investimentos: in the negotiation and sale of its subsidiary, Agrifirma Brasil Holding S.A., via incorporation by Brasil Agronegócio - Fundo de Investimento em Participações Multiestrategia - AGRO3. The Transaction comprised: (i) the issuance of ADRs by BrasilAgro in the US in exchange for shares of Agrifirma Holding; and (ii) the issuance of new shares by BrasilAgro in Brazil to the shareholders of Agrifirma Holding, as a result of the resulting capital increase (2019-2020).
• Locaweb: in the context of its primary and secondary public distribution offering (IPO) (2019).
• Alpargatas: in the negotiation and purchase of Rothy’s, an American footwear, bags and accessories company valued at US$475 million (2021).
• Três Tentos Agroindustrial S.A.: in the context of its primary and secondary public distribution offering (IPO) (2020).
• Elera (Brookfield Renováveis): in the evaluation and proposal presentation processes in private competitive processes for the acquisition of (i) greenfield solar energy projects and (ii) various renewable energy assets, including large hydroelectric plants (2020-2022).
• Primav Construções e Comércio S.A. (a vehicle of the CR Almeida Group): in the process of dissociation of the investment held in Ecorodovias together with the Igli S.p.A. group. that involved: (i) a corporate reorganization of Ecorodovias to transfer its co-controlling interest, which it was previously carried out through Primav and Igli S.p.A.;and (ii) a public offering for the distribution of shares with restricted efforts in the amount of R$1.7 billion through which Igli consolidated share control of Ecorodovias (2020-2022).
• Espaçolaser: advised on a private capital increase, in the amount of R$225 million (2022).
• Visão Hospitalar de Olhos: advised shareholders on the sale of equity interest to Grupo Opty (investment in Patria's ophthalmology sector) (2022).
• Energisa S.A.: in the evaluation and acquisition of 100% of the shares of Gemini Energy S.A. which, in turn, held a stake in electricity transmission concessionaires in the North and between Rio de Janeiro and São Paulo (2022).
• TIM: in the legal analysis process to define the structure for forming a partnership in the healthcare sector with Grupo Cartão de Todos (Todos Empreendimentos e Clínicas Amor Saúde) and in the process of negotiating and signing the operational agreement with Grupo Cartão de Todos (2023).
• CVC Corp.: in debt renegotiation, follow-on, early redemption of debentures and capitalization of subscription bonuses (2023 – 2024).
  A health/sports sector group: in the evaluation and negotiation of strategic partnerships and franchises for business expansion to the African and European continents (2024).
• Cimentos do Maranhão S.A. (CIMAR), which operates in the manufacture and sale of cement from its cement grinding unit located in Maranhão, and its shareholders (Grupo Cornélio Brennand and Queiroz Galvão Desenvolvimento de Negócios S.A.): in the process of sale to Polimix Concreto Ltda. (2024-2025).

Pro bono work

• The Nature Conservancy/TNC (the world's leading nature conservation organization): legal assistance regarding the evaluation of potential investments in targets or projects by TNC (Brazil). This work mainly consisted of carrying out legal due diligence (e.g., corporate, tax, labor, social security, real estate, contracts) and issuing the relevant DD reports on the targets and related projects.
• Children’s Italian hospital: Provided legal assistance in drafting and negotiating certain technical cooperation agreement between such Italian hospital and a children’s hospital located in Rio de Janeiro.
• Global Food Banking/GFN (a global not-for-profit organization dedicated to alleviating world hunger through food banking): Provided legal assistance relating to the analysis of certain SESC project, “Mesa Brasil”, an unincorporated division of SESC with a robust food-banking operation, in the interest of SESC going forward with an application for membership of GFN.
• Il Sorriso dei miei bimbi (NGO working in the field of child and youth education in the largest “favela” in South America, Rocinha, Rio de Janeiro, supporting actions against poverty and neglect): constant legal assistance on corporate related matters (i.e. drafting amendments to the bylaws and other related documents to comply with legal and investors requirements).
• Centro Social de Educação e Cultura da Rocinha (NGO supporting education of unfortunate children living at Rocinha’s neighborhood): ongoing legal assistance on corporate related matters (i.e. drafting amendments to the bylaws and other related documents to comply with legal requirements).