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About Us

The Firm

One banking client rates Morais Leitão as a dependable firm for project finance, highlighting the lawyers Luís Branco and Filipa Arantes Pedroso as "extremely competent". In October 2006, the firm closed a €986 million deal relating to the refinancing of a portfolio of wind farms and hydroelectric plants held by Enersis, a Portuguese renewable energy company, recently purchased by the Australian group Babcock & Brown. The transaction's lead arrangers were BBVA, BPI, BESI, CaixaBI and Millennium BCP Investimento. The deal involved the refinancing of the Enersis group on a portfolio basis, structured in two major pools of assets, making up the largest renewable-energy portfolio financing in the world to date. One pool incorporated 21 operating wind farms and four under construction with a total 635MW generating capacity, and the other encompassed 10 operating mini-hydro stations with an additional one under construction, with a total 89.1MW generating capacity. This large-scale transaction was challenging because of the twofold nature of the structures, the high number of vehicles and securities, and the need to refinance existing debt and simultaneously restructure the borrower's group. Furthermore, although the documentation was drafted in English, it was done so under Portuguese law, and was advised on solely by local counsel. The deal received much exposure and was considered one of the best, as well as being the largest, renewable deals of the year. In another deal, worth €175 million, Luís Branco and Tomás Vaz Pinto led a team advising an international syndicate of banks on project finance facilities to the concessionaire of the Grande Lisboa motorway. This transaction was particularly challenging for the banks as it was closed pending an injunction filed by the losing bidder, which meant putting in place, in a very short period of time, risk allocation mechanisms to secure the successful closure of the deal.
This has been an exceptional year for Morais Leitão, which has benefited from its integration with Osório de Castro Verde Pinho Vieira Peres Lobo Xavier e Associados. As noted in the local newspaper Diário Económico: "The prestige of the two firms – Morais Leitão and Osório de Castro - is recognized by the market and the integration will likely result in added value." Being more specific, a big advantage for Morais Leitão from the merger is the presence of 35 lawyers in Porto and contact with several large clients in the north of Portugal, including Sonae. The firm also assisted on two deals with Sonaecom this year, the first worth €12 billion and involving the takeover offer for PT, and the second worth €1.2 billion and regarding the takeover offer for one of PT's subsidiaries. In the former, the firm acted as sole adviser to Sonaecom in the structuring and submission of a public bid for the share capital of PT, Portugal's largest communications company. In the latter, the firm advised Sonae on the bid to acquire the share capital of PT Multimédia - Serviços de Telecomunicações e Multimédia. In another of the firm's most important deal this year, it assisted Investifino on the acquisition of 26% of the total share capital of Grupo Soares da Costa, and the subsequent public tender offer for the company. Grupo Soares da Costa is one of the largest construction companies in Portugal, with a market capitalizaton of €131 million. The deal was innovative, being the first-ever use in Portugal of a mechanism which allowed the company to circumvent mandatory offer thresholds, suspending its compulsory offer for remaining shares in the company. In a €5.3 billion transaction, Morais Leitão also acted for Millennium BCP in its attempt to acquire Banco BPI, the third-largest private Portuguese bank, through a bid for shares. The firm also won the Portuguese law firm of the year award presented by International Financial Law Review. This award goes to the Portuguese firm that has contributed local law advice to the most innovative cross-border deals in the past year. The firm's capacity to do so was demonstrated by the fact that only a few weeks after the official announcement of the integration, the firm was representing the bidders in Portugal's two main deals of this year. The firm's M&A department is headed by João Soares da Silva, who has led his team in working with clients such as Sonaecom, Ibersol, and Millennium BCP. Of the 13 takeovers last year involving Portuguese companies, the firm advised buyers in 11. And peers admit that for corporate work "the best practitioners are at Morais Leitão".
Morais Leitão Galvão Teles Soares da Silva & Associados is rightly considered one of the leading firms in Portugal for banking work, both relating to acquisition finance and usual syndicated lending. It is described by peers as "the obvious choice given its general reputation and also its work this year". Luis Branco is described as both technical and commercial – "two qualities that don't often come together in the same package”. One of the most significant deals in banking this year was Morais Leitão's work for Sonaecom in March 2007. The €16 billion deal was led by Luís Branco, supported by Pedro Gorjão Henriques, João Honorato and Ricardo Andrade Amaro. The team advised Sonaecom in the financing of the hostile public bids for the entire share capital of Portugal Telecom (PT) and of PT Multimédia. The offers for PT included one in the US for shares and American depositary receipts issued by Portugal Telecom which traded on the New York Stock Exchange. Morais Leitão developed the entire international financing structure, which included an innovative undertaking to pay instruments to secure the registration of the offers, the negotiation of loan agreements, related security and refinancing facilities for the target company. The transaction was regarded by all participants as one of the most complex ever in Portugal, and was fully underwritten by an international syndicate of banks. In September 2006, the firm worked on a deal worth €40 million with Eurohypo. The team, led once again by Luís Branco, and backed up by Rita Ferreira Vicente and João Honorato, advised a sydicate of banks headed by Eurohypo on aspects of Portuguese law related to the international financing of British Land for the acquisition of retail parks in Portimão and Aveiro. For the first time Eurohypo used a highly tax effective Portuguese commercial-paper structure. A Portuguese syndicate of banks including BES, BCP and CGDS used the firm in its €400 million deal in July 2006. The team advised the consortium on the financing of a financial rebalance agreement with the concessionaire of the North Motorway and the Portuguese public. The financing included facilities with recourse rights against the grantor, coupled with project finance-type facilities. In addition, Morais Leitão worked on a €520 million deal for Banesto, with Luís Branco leading and Filipe Lowndes Marques assisting. This deal saw the firm advising the client, an international syndicate of banks headed by Banesto, on aspects of Portuguese law related to financing and the creation of security in the acquisition of Amorim Imobiliária (one of the largest Portuguese real-estate companies) by Inmobiliaria Chamartin.
Morais Leitão has a strong equity capital markets practice which has proved its pre-eminence over the last year. It has done a variety of significant deals with high-profile clients, which have afforded it a place in tier one of the capital markets rankings. One international bank commented that Morais Leitao has been its firm of choice in Portugal for a long time: "We have always been very satisfied with the work." The client added: "João Soares da Silva, Nuno Galvão Teles and Carlos Osório de Castro make an outstanding team with a long tradition in banking and capital market transactions." In January 2007, a team led by partners João Soares da Silva and Luísa Soares da Silva assisted Investifino Investimentos e Participações in a €131 million transaction. This advice related to the process of an acquisition of shares corresponding to 26.46% of the total share capital of Grupo Soares da Costa (one of Portugal's largest construction companies), and the subsequent submission of a public tender offer for the acquisition of all ordinary shares and preference shares of the group. The deal was highly innovative, as it was the first use in Portugal of a mechanism allowing for the suspension of the duty to launch an offer immediately after the mandatory bid thresholds were crossed. In one of the biggest deals in Portugal last year, worth approximately €1.2 billion, Morais Leitão advised Sonaecom in the structuring and submission of a bid for the acquisition of the shares representing the share capital of Portugal Telecom (PT) Multimédia, by means of a public takeover. The tender offer was announced in February 2006, and approved by the competition authority in December of the same year. But on March 2, PT's shareholders rejected the removal of the limitation voting rights contained in the company's bylaws, the approval of which was also a condition of the takeover offer. This transaction, along with the unsuccessful takeover offer by Sonaecom of Portugal Telecom (worth €13 billion, and by far the biggest deal in Portugal) caused a considerable impact on the Portuguese media and information technology market. The firm also advised Millennium BCP in May 2007 on a €5.3 billion transaction. The team, which also comprised finance and competition expertise, assisted in the structuring and submission of a public bid to acquire of the shares of Banco BPI, the third-largest bank in Portugal. In June 2006 Banco de Portugal announced its non-opposition to the takeover and the insurance regulator, Instituto de Seguros de Portugal, followed suit shortly after. Following a lengthy process, the Portuguese competition authority finally decided in favour of the deal, but imposed several conditions that were in the end not met. The firm also worked on rights issues and the negotiation of an underwriting agreement with leading international banks.

Lawyers

Filipe Lowndes Marques

Leading Lawyer Project Finance
2008

Luís Branco

Leading Lawyer Project Finance
2008

João Soares da Silva

Leading Lawyer Mergers and Acquisitions
2008

Carlos Osório de Castro

Leading Lawyer Mergers and Acquisitions
2008

Nuno Galvão Teles

Leading Lawyer Mergers and Acquisitions
2008

Luís Branco

Leading Lawyer Banking
2008

João Soares da Silva

Leading Lawyer Capital Markets
2008

Carlos Osório de Castro

Leading Lawyer Capital Markets
2008