The investment company BSC – Blackstone Soluções Corporativas, which operates as an investment company in Brazil, bought all the shares of Grupo Açoforja - a medium/heavy capacity open Forging Company, which manufactures steel forgings, such as parts underdrawing, pre-machined (rough machined) or finished machined, and heat-treated parts.
Marcos Martins Advogados advised BSC – Blackstone Soluções Corporativas S.A. with Marcos Martins da Costa Santos, Jayme Petra de Mello Neto and Angelo Ambrizzi.
Azevedo Sette advised Arca Administrações e Participações Ltda., Arca Agroindustrial Ltda., Açoforja Indústria de Forjados S.A. and others Grupo Açoforja’s selling shareholders with Ana Paula Caldeira, Eduardo Monteiro Moreira César, Luiza Elena Ribeiro Cardoso and Yan Souza Pereira.
The range of challenges are broad and there is never a deal that goes without them.
Interview with the team at Marcos Martins Advogados
When executing the 100% stake in an acquisition, what are the factors you must consider as legal advisers?
The first factor a legal adviser must bear in mind is the goals of the client and how to achieve them. A legal adviser in a deal such as the acquisition of a 100% stake will face many opinions, advice and hear-say from all of their client’s other technical advisers. However, the goals of the clients should come first-hand and they should not be overlapped by technicalities that are not significant to the deal framework or its legal consistency.
The second, but no less important factor, is the forecast and prevention of future unwanted risks by the client. The deal must be structured in a way that the legal documents, such as minutes of agreements, serves as cornerstones to support the entire structure. Otherwise, the whole deal will be compromised in a short time. It is the view that the deal does not end by signing the agreements. It will linger for years to come.
The decisions of a takeover are never of short-term consequences.
What issues may arise during such acquisitions and how do you and your team work around them?
The range of challenges are broad and there is never a deal that goes without them. The most common challenges arise from a lack of alignment among the ranks. Lawyers, advisers, accountants, financial personnel all must be aligned to meet the challenges as they appear.
Our team of legal advisers are trained to respond to challenges by always creating a multidisciplinary forum of debates and implementing the solutions the forum has envisioned. We believe that such team work is the key factor to overcoming challenges in a 100% stake acquisition.
As legal advisers, how do you ensure that the decisions made during the takeover are ones that will remain to have a positive impact in years to come?
The decisions of a takeover are never of short-term consequences. It is standard procedure to consider all the aspects in view of the future governance of the target company. For that matter, as legal advisers, we check and review, simulating future events, the decisions and how to best imprint the long-term solidity expected by the client in the resulting documents.
