STRUCTURED FINANCEWe structure debt for those who want to invest in a project or company in the United States or Brazil. A group company in the project's country enters into the transaction, issues a senior-priority note and registers liens on the assets of the party receiving the funds.
A senior debt instrument (senior secured note or promissory note) that pays the investor ahead of other creditors and before any distribution to the project's owners.
Security agreement with a lien on the debtor's assets, made public by filing a UCC-1 Financing Statement. Real estate is secured by a mortgage or deed of trust recorded with the county.
Fiduciary lien on real estate and equity interests, fiduciary assignment of receivables, and a controlled or escrow account.
Pledge of the company's equity (pledge of membership interests) and a controlled account (deposit account control agreement), which allows the cash to be frozen in the event of default.
The same structure works in reverse, for US investors in Brazilian projects.
Invests the funds and remits them through a regular foreign exchange transaction, with filings to the Central Bank where required.
Enters into the transaction, issues the senior-priority note and administers the payments.
Receives the funds, signs the security agreement and pledges its assets as collateral.
UCC-1 with the Secretary of State, mortgage with the county, pledge of equity interests and a controlled account.
It is the creditor's right to an asset of the debtor. If the debt is not paid, the creditor can seize and sell the asset to recover the amount owed.
The UCC-1 Financing Statement is the public filing of the lien, made with the Secretary of State where the debtor is organized, under Article 9 of the Uniform Commercial Code. It covers equipment, inventory, receivables, accounts and equity interests.
Among creditors secured by the same asset, the first to file generally has priority. That is why the filing is made at the closing of the transaction.
Real estate is not covered by the UCC-1. The collateral is a mortgage or deed of trust, recorded with the county recorder's office where the property is located.
Foreign exchange through an institution authorized by the Central Bank, and a declaration of Brazilian capital abroad when the amount requires it.
Securities offered under applicable registration exemptions, such as Regulation D and Regulation S, with local counsel.
Structure defined with tax advisors in both countries, taking each country's rules into account.
Periodic reports on the project, installments paid and the status of the collateral.
Project, company, cash flow and assets available as collateral in both countries.
Contracting vehicle, note, payment priority, interest, term and covenants.
Security agreement, UCC-1 filing, mortgage, pledge and controlled account, or the equivalent Brazilian collateral.
Investor funds remitted through regular foreign exchange and released to the project according to the schedule.
Installment collection, collateral monitoring and investor reporting.
In the event of default, the collateral is enforced with priority by local counsel.
Tell us what you have to receive, protect or recover. Our team will respond with a proposal.