Global reach
Our headquarters is in Brazil. Our table is not
We run processes with counterparties in the United States, Europe, the Middle East and Asia. The buyer of a Brazilian company is not always in Brazil, and ignoring that costs price
The network
Completion record · 2017 to 2024
of sell-side mandates
led by the responsible partner reached completion
of buy-side mandates
led by the responsible partner reached completion
Record of the responsible partner between 2017 and 2024, during his time at Âncora Advisory, where he was sole senior partner. The list of transactions behind the figure is available under a confidentiality agreement, on request
Who sits on the other side
Four types of counterparty, and the choice of which to approach always rests with the client. The shortlist comes before any conversation
Private equity funds
Private equity managers with a stated Latin America thesis, in the United States, Europe and Asia. The conversation starts with the fund's thesis, not with the asset
Strategic buyers
Industrial and services groups that acquire to consolidate their position, enter the Brazilian market or gain capabilities that would take years to build
Sovereign wealth funds and institutional capital
Long-horizon vehicles that accept founder retention structures where a traditional fund would not
Family offices
Family capital in Brazil and abroad, with patience on timing and appetite for minority positions
What changes in a transaction with a foreign counterparty
The buyer that pays most is rarely the closest one
In a consolidated sector, the acquirer with the greatest willingness to pay is usually abroad, because it is buying synergies the local buyer already has
Distance creates work, not an obstacle
Due diligence in two languages, a corporate structure that resolves taxation at both ends, and a timetable that respects regulatory approval on each side
Currency is part of the negotiation, not an afterthought
A US dollar price with closing in reais changes the value between signing and payment. Where there is a time lag, the variation must be addressed in the contract
Time zones set the pace of the process
São Paulo and Singapore are eleven hours apart. The due diligence timetable and the negotiation window are designed around that, not in spite of it
The exchange rate between signing and payment
The same dollar price is worth very different amounts in reais
Four to nine months usually pass between signing and closing, awaiting antitrust clearance and conditions precedent. With a price in foreign currency, the seller bears the exchange risk in that interval unless the contract says otherwise
Three time zones, one table
The useful negotiating window is shorter than it looks
Business hours in each centre, 9am to 6pm local time, converted to São Paulo time. The overlap defines when the whole table is awake
What changes in regulation
The points a foreign buyer must resolve in Brazil
| Topic | What it requires | Effect on the process |
|---|---|---|
| Investment registration | Declaration of the foreign direct investment to the Central Bank under Law 14,286 of 2021 | A condition for future dividend remittance and repatriation of capital |
| Merger control | CADE filing when Brazilian revenues reach R$750 million and R$75 million | A condition precedent that usually sets the closing date |
| Sector restrictions | Limits on foreign acquisition of rural land, media and activities in the border strip | May require a structure with a Brazilian partner or carving assets out of the perimeter |
| Acquisition goodwill | Tax amortisation of goodwill based on future profitability after merger, between unrelated parties, under Law 12,973 of 2014 | Shapes the acquisition holding structure and the present value of the tax benefit |
| Seller capital gains | Taxation of the gain on disposal, with separate rules for resident and non-resident sellers | Weighs on the choice between a share sale, an asset sale or a prior reorganisation |
| Anti-corruption | The buyer’s home-country laws, such as the US and UK statutes, alongside Law 12,846 of 2013 | Extends compliance due diligence and the contractual representations |
Preparation
What the company needs before talking to buyers abroad
Statements under international standards
Audited IFRS financial statements, with a reconciliation between accounting and management earnings
Quality of earnings
An independent report documenting every EBITDA adjustment, in the format a foreign buyer expects
Bilingual data room
Key documents translated and organised in the structure the buyer uses internally
Integrity programme
Policies, a whistleblowing channel and a record of dealings with public authorities, ready for due diligence
Data protection
A legal basis for international transfers of personal data, required by the LGPD before opening the data room
Clean corporate structure
Intra-group holdings, agreements and guarantees mapped and simplified before the process