Makin’it Great! A strategic M&A operation aimed at acquiring a significant portion of the Brazilian units of the world’s largest and most popular American pizza franchise.
Corporate Law and Legal Support for Business.
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A few months ago, Vaz de Almeida Advogados had the pleasure of participating in a strategic M&A operation, advising a Brazilian company recognized as one of the leading players in the Food Sector. The operation aimed to strengthen the company’s leadership in the fast-food market as well.
The transaction involved acquiring a significant portion of the Brazilian units of the world’s largest and most popular international American pizza franchise. This project posed several challenges inherent to the Food Sector, demanding a comprehensive approach to ensure that no legal or regulatory issues were overlooked.
The transaction unfolded across five interdependent and sequential phases:
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First, we conducted a (1) Legal Analysis and Comprehensive Due Diligence: our team carried out an exhaustive due diligence, covering every legal dimension involved, including labor relations, real estate issues, compliance with sanitary regulations, intellectual property rights, and franchise sector regulations. During this stage, we developed a robust set of documentation, carefully identifying and categorizing potential risks to provide our client with a clear understanding of all critical factors, enabling informed and secure decision-making.
Next, we proceeded with (2) Transaction Structuring and Planning: based on the findings of the due diligence, we designed a tailored legal structure to facilitate the transfer of franchise units to our client. This structure addressed the alignment with franchisor requirements and ensured the mitigation of operational and financial risks.
The following stage involved (3) Negotiation and Drafting of Key Documents: we conducted the negotiations with unwavering focus, ensuring our client’s interests were safeguarded in every single contractual clause. This included drafting the Purchase and Sale Agreements for the franchise units and Transfer Agreements, guaranteeing clear terms, timelines, responsibilities, and guarantees.
Upon completing the prior steps, our team focused on the (4) Execution and Formalization of the Transaction: we coordinated the formalization of the transaction swiftly and efficiently, managing the franchisor’s requirements and registering documents with relevant authorities. This phase included adapting lease agreements and ensuring compliance with labor laws, facilitating the seamless integration of the new units into our client’s portfolio.
Finally, we provided (5) Post-Closing Legal Support: after completing the transaction, we maintained our commitment to ongoing support. This included regularizing the acquired stores, aligning them with food safety requirements, and addressing regulatory and compliance matters. Our efforts ensured the operation adhered to the best practices in the market.
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Vaz de Almeida Advogados is proud to have contributed to this successful acquisition, which highlights our ability to deliver integrated and high-value legal solutions. Our approach allows companies of all sizes to execute strategic expansions discreetly and securely, with maximum efficiency.
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Led by Amanda Pesciutti Duarte, with the contributions of Mauricio Santos Nucci, Julhi Almiron Bonespírito, and their respective teams.
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