Capital markets in Portugal

Linklaters

Linklaters draws upon a strong global network, fielding a team with the ability to combine regular contact with listing authorities and regulators with technical expertise and extensive experience in the field. The practice group covers the full range of debt and equity capital markets transactions. Key areas of activity include advising on financial intermediation issues, public and private offers of securities, public takeovers, IPOs as well as qualifying holdings in Portuguese listed companies. Under the leadership of securities and finance law expert António Soares, the team is also adept at assisting clients in litigation. Key practitioner Vera Ferreira de Lima was promoted to counsel in 2020; she has particular experience in finance, corporate and securities law, namely public offers of equity, debt and other financial instruments.

Practice head(s):

António Soares

Testimonials

Deep knowledge of the market, operations and regulatory framework.’

The team is responsive and highly focused on clients’ needs.’

António Soares is one of the most reliable lawyers in Portugal for capital markets.’

Vera Ferreira Lima provides comprehensive advice, and often exceeds clients’ expectations.’

Key clients

China Three Gorges (Europe), S.A.

Värde Partners

Fidelidade – Companhia de Seguros.

Barclays Capital Securities Ltd, BNP Paribas and Deutsche Bank, AG, London Branch

Novo Banco, S.A.

Banco Santander Totta, S.A.

Merril Lynch International

Lloyds Bank plc

Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

Caixa Geral de Depósitos Group

Work highlights

  • Assisted Barclays Capital Securities Ltd, BNP Paribas and Deutsche Bank, AG (London Branch) in the envisaged carve-out and initial public offering of Sonae MC’s retail business.
  • Acted for Värde Partners in the acquisition from JPMorgan of a Portuguese regulated asset manager company (Imopólis) and a Portuguese real estate fund (ImoDesenvolvimento).
  • Acted for Novo Banco with respect to a tender offer and consent solicitation in respect of 36 series of senior bonds.

Morais Leitão, Galvão Teles, Soares da Silva & Associados

Morais Leitão, Galvão Teles, Soares da Silva & Associados undertakes the entire range of debt and equity capital markets work, advising on issues such as shares, debt, hybrids and other securities, as well as public offerings. The practice group is predominantly instructed by listed companies and other issuers of securities from a variety of sectors on some of the biggest capital markets transactions taking place in Portugal. Eduardo Paulino has extensive experience in high-profile public and private offerings, public takeover processes, privatisations as well as complex financing transactions. Paulino leads the team alongside Ricardo Andrade Amaro, whose areas of expertise include corporate, commercial and securities law. The well-regarded Carlos Osório de Castro is another key member of the team, and is noted for his deep knowledge of capital markets and M&A. Maria Soares do Lago is particularly active in debt issuances, tender offers, securitisations and derivatives.

Practice head(s):

Tomás Vaz Pinto; Eduardo Paulino; Ricardo Andrade Amaro

Testimonials

The team is knowledgeable and hard-working.’

Besides in-depth knowledge of the market and long-standing experience, the availability to understand clients’ needs and capacity to define the most effective solutions are the key elements that help to define Morais Leitão’s capital markets team.’

Maria Soares do Lago is an outstanding professional.’

Availability to assess and understand the clients business needs.’

Work highlights

  • Assisted Agência de Gestão da Tesouraria e da Dívida Pública (IGCP) with the setting up of a Renminbi bond issuance programme and the inaugural issue under the programme.
  • Represented Sonae SGPS in an all-secondary offering of part of the shares and listing of its food retail business, entailing the simultaneous public and private offer of a minority stake.
  • Assisted IGCP (Agência de Gestão da Tesouraria e da Dívida Pública) with the setting up of a Renminbi bond issuance programme.

PLMJ

Covering the full range of capital markets matters, the team at PLMJ provides legal support in relation to public and private offerings both in equity (namely IPOs, rights issues and takeovers) and debt. Areas of particular expertise also include structured and derivative products. Leading the practice is André Figueiredo, who has experience in cross-border financing operations involving high-yield bonds and preference share issues. Investment banks, funds and major companies seek Gonçalo dos Reis Martins' assistance in a variety of matters, namely takeovers and securitisations. Other noteworthy practitioners include Bruno Ferreira, who is proficient in distressed assets transactions, and recently promoted partner Raquel Azevedo, who focuses on capital markets transactions and has advised on the setting up of investment funds.

Practice head(s):

André Figueiredo

Testimonials

Knowledge, hard work and innovation define PLMJ.’

The team – led by André Figueiredo and Bruno Ferreira – is the most professional and impact-driven team I have ever met in my 15-year career.’

Their strengths are the customer focus, tailoring ability and spike for delivering high-quality outputs that are always linked to social and environmental impact concerns. On top of this, the senior partners are always available and are the ones driving things forward, not pushing everything to their associates.

Gonçalo Martins is our trusted advisor. He is always on top of the latest trends.’

I especially valued Bruno Ferreira and Raquel Azevedo’s capacity to provide senior and business-oriented legal advice, their experience in similar transactions, as well as their availability 24/7.’

PLMJ identifies the problems and challenges, risk assessment but puts a strong focus on the solutions and ways to move forward.’

Key clients

JP Morgan

IGCP

StormHarbour

Deutsche Bank AG

BNP Paribas

Blackrock

Pimco

Caixa Geral de Depósitos

Gulbenkian Foundation

Banco Sabadell

Work highlights

  • Advised an ad-hoc committee of bondholders on the Bank of Portugal resolution to retransfer five senior bond issues from Novo Banco back to BES in the context of the resolution action applied to BES, with a potential negative impact of €2bn.
  • Assisted Transportes Aéreos Portugueses in the Public Offering of Notes (retail and institutional) and admission to trading in Euronext Lisbon.
  • Represented Citigroup as arranger in the securitisation of receivables arising under auto loans, leases and long term rental agreements originated by Banco Primus.

Uría Menéndez – Proença Carvalho

One of the go-to firms for international investors, Uría Menéndez – Proença Carvalho is involved in some of the most complex cross-border transactions in the country, namely those related to Portuguese financial entities. The practice group has a strong track record advising on capital markets matters involving the acquisition of shareholdings in public listed companies, initial and secondary equity and debt offerings as well as takeover bids and privatisations. Leading the department is Carlos Costa Andrade, who is regularly retained by foreign clients who seek his assistance in relation to structured bonds, securities and IPOs. Miguel Stokes focuses on M&A, structured finance and capital markets. Jorge Brito Pereira left the firm in 2020.

Practice head(s):

Carlos Costa Andrade

Key clients

Raize – Serviços de Gestão, S.A.

Banco Santander, S.A.

Adar Capital Partners Ltd.

Commerzbank Aktiengesellschaft

InterCement Portugal, S.A. (formerly Cimpor – Cimentos de Portugal, SGPS, S.A.)

International fund

International Investment Bank (IIBG) (Bahrain)

Bridgepoint

Banco BIC Português, S.A.

OptiGroup AB

IIBG Holdings, B.S.C.

Work highlights

  • Legal counsel to Raize-Serviços de Gestão as issuer in the IPO of shares by means of a private placement with institutional investors and a public offer addressed to retail investors in Portugal.
  • Advised Spanish Banco Santander on the delisting of the respective ordinary shares from trading on the Euronext regulated market.
  • Advised Adar Capital Partners in the capital markets aspects regarding the acquisition of a stake in Pharol, SGPS and in the definition of the legal strategy to be adopted.

VdA

Acting as an integrated component of the banking and finance team, the capital markets offering at VDA encompasses equity and debt matters in the primary and secondary markets. The team is adept at providing legal support in relation to public offers, green bond issuances, EMTN and covered bond programmes, debt tender offers and asset-backed securities. Pedro Cassiano Santos, who specialises in regulatory matters, structured finance and securitisations, leads on debt capital markets work, while equity matters are overseen by José Pedro Fazenda Martins. Paula Gomes Freire is regularly instructed in respect of asset-backed security issuances with NPLs. Other names to note include Hugo Moredo Santos, who advises on national and cross-border transactions, and recently promoted partner Benedita Aires, who focuses on the placement of debt, equity and hybrid instruments as well as structured financial products.

Practice head(s):

Pedro Cassiano Santos; José Pedro Fazenda Martins

Testimonials

VdA works as a cohesive team. Lawyers make sure meet clients’ needs and goals are met. The team’s level of knowledge, competence and client care are second to none.’

VdA has a team of ambitious lawyers who are pragmatic and solutions-oriented. The core team always delivers outstanding work with a dedication that is unmatched in the local market.’

The multidisciplinary team has a deep knowledge of the local legal environment and is extremely experienced.’

Tiago Correia Moreira is a managing associate who delivers. He consistently produces high-quality work which surpasses what partners at competing firms are able to achieve.’

Key clients

Banco BPI

Banco Santander Totta

Barclays Bank PLC

Caixa Geral de Depósitos

Casais SGPS, SA.

Deutsche Bank

EFACEC

Haitong Bank

José de Mello Saúde

JP Morgan Securities

Montepio Investimento

Natwest Markets

SIC – Sociedade Independente de Televisão

StormHarbour Securities

UBS Investment Bank

Work highlights

  • Acted as transaction counsel in the €223.5m listed bond issue of the RAA – Região Autónoma dos Açores, in which the firm advised the joint lead managers.
  • Advised EFACEC Power Solutions, SGPS in its inaugural bond issuance listed on MARF, which was the debut issuance in the capital markets of EFACEC and the second largest ever trade on MARF.
  • Acted as transaction counsel in SIC’s inaugural €51m retail bonds issue.

Campos Ferreira, Sá Carneiro & Associados

Campos Ferreira, Sá Carneiro & Associados has been involved in a range of equity capital markets transactions, namely takeovers, as well as several public and privately placed debt deals. The service offering includes advising on securitisation transactions for the acquisition of NPLs and the structuring of debt instruments for the financing of projects.

CMS

CMS advises on a wide range of equity and debt capital markets deals, securitisation and regulatory matters. The team fields specialist knowledge in cross-border transactions. Francisco Xavier de Almeida is a name to note.

Cuatrecasas

At Cuatrecasas, managing partner Maria João Ricou heads the department, which has in-depth knowledge across all areas related to capital markets activity. The team has a strong track record in a range of equity transactions, notably takeovers, transfer stakes in listed and non-listed companies as well as IPOs. On the debt side, advising on financing operations through simple or structured debt issues, public offers, securitisations and placement of any kind of debt are all areas of expertise for the practice. Manuel Requicha Ferreira, who is experienced across equity and debt transactions, is another name to note.

Practice head(s):

Maria João Ricou

Testimonials

The multidisciplinary team is strongly committed and deadline focused. Lawyers provide continuous updates and support throughout deals.’

Cuatrecasas is part of a great international network, and has deep knowledge and extensive experience in the sector.’

Key clients

Caixa Bank

Banco Primus

Sporting Clube de Portugal – Futebol, SAD

Apollo Global Management

Bank of America Merril Lynch International

Gaw Capital Partners

Enel SpA

York Capital Management Europe

Qatar Investment Authority (QIA)

Indico Capital Partners

Work highlights

  • Provided advice on Portuguese law to CaixaBank, as BPI main shareholder, throughout the delisting process of BPI from the Euronext Lisbon regulated market.
  • Acted as local counsel to Apollo Global in the structuring and implementation of six issuances of notes by four special purpose vehicles incorporated by Apollo, entirely subscribed by the bank Deutsche Bank for the acquisition of a €327m real estate portfolio.
  • Advising Sporting Clube de Portugal on the public tender offer for the subscription of €30m listed bonds, which was one of the first issuances made under the new MiFiD.

Garrigues

Garrigues combines extensive expertise in complex equity transactions, with sound knowledge in innovative debt deals. The practice group offers advice to some of the largest listed companies in Portugal in the telecoms, media, IT and banking sectors, while also providing assistance to investment and financial institutions in regulatory matters, notably in the context of the implementation of the most recent European Union regulations. Spanning 30 years of experience in the field of banking, capital markets and corporate finance law, Diogo Leónidas Rocha leads the team alongside Marta Graça Rodrigues, whose areas of expertise include corporate governance.

Practice head(s):

Diogo Leónidas Rocha; Marta Graça Rodrigues

Key clients

Corticeira Amorim, S.G.P.S., S.A.

Merlin Properties SOCIMI, S.A.

Investmark Holdings BV

Novo Banco, S.A.

Banco Bilbao Vizcaya Argentaria, S.A.

JP Morgan Securities plc

Morgan Stanley & Co. International plc

BNP Paribas Securities Services

Novabase SGPS, S.A.

Haitong Bank

DBRS Ratings Limited

Work highlights

  • Advising Merlin Properties, one of the leading real estate companies listed on the Spanish stock exchange, in the envisaged dual listing of its shares on the Euronext Lisbon.
  • Advised Corticeira Amorim as issuer and Investmark Holdings as offeror on the €50m private offering addressed to institutional investors of 4.6 million shares of Corticeira Amorim, through an accelerated bookbuilding process.
  • Advised JP Morgan Securities and Morgan Stanley, as dealer managers, in the €3.5bn tender and exchange offer launched by Novo Banco targeting some of the group’s outstanding senior notes.

SRS Advogados

With particular expertise in securitisation work, SRS Advogados regularly acts as legal advisor in a variety of domestic and cross-border capital markets transactions. The department has specialist knowledge in the fields of debt and equity deals, asset management, derivatives and structured products. Practice co-head Alexandra Valente has more than 20 years of experience in handling capital markets transactions, structured finance and restructuring proceedings, which are also areas of expertise for William Smithson.

Practice head(s):

Pedro Rebelo de Sousa; William Smithson; Alexandra Valente; Gustavo Ordonhas Oliveira

Testimonials

SRS’s capital markets team excels in their expertise, work capability, client proximity and business acumen.’

The team is permanently available to step forward and provide assistance on a round-the-clock basis.’

Alexandra Valente provides high-quality legal advice and leads a hard-working team.’

Miguel Nascimento is a young up-and-coming professional in Alexandra’s team.’

Key clients

Deutsche Bank AG London

M7

BCI – Banco Comercial e de Investimentos

Hewlett Packard

321 Crédito

SPRHI

Work highlights

  • Advising Deutsche Bank as arranger and original noteholder in relation to the issue of bonds by four Portuguese SPVs for Apollo’s acquisition of a real estate portfolio from Fidelidade.
  • Advising the M7 group on 15 bond issues by five M7 group companies incorporated in Portugal cleared through Interbolsa and Clearstream.
  • Advising BCI – Banco Comercial e de Investimentos and Banco BIG Moçambique as global coordinators on the IPO of 7.5% of the Cahora Bassa hydro plant in Mozambique.

Gómez-Acebo & Pombo

Managing partner Mafalda Barreto leads the banking and capital markets practice at Gómez-Acebo & Pombo, which assists clients with debt and equity capital markets deals, as well as corporate and asset financing. Co-head Miguel Castro Pereira is noted for his experience advising investment funds. He has also participated in the drafting of some of the regulations and laws which frame the Portuguese capital markets.

Practice head(s):

Mafalda Barreto; Miguel Castro Pereira

Key clients

Prisa

Neurónio Prodigioso

Lead Advogados

Bodiva

Work highlights

  • Advised BODIVA, the Angolan Stock Exchange, on the drafting of several market regulations.

Macedo Vitorino & Associados

Macedo Vitorino & Associados has particular expertise in debt capital markets transactions. The team is adept at advising on the financing of public entities and companies in the telecoms sector as well as acquisition finance. The department is under the joint leadership of António de Macedo Vitorino, who specialises in domestic and cross-border public and private financial transactions and securities law, and André Vasques Dias, who focuses on banking and capital markets.

Practice head(s):

António Macedo Vitorino; André Vasques Dias

Key clients

Barclays Bank

Work highlights

  • Advising Barclays Bank in connection with the update of several base prospectuses pursuant to the Barclays Global Structured Securities Programme.
  • Assisting several investors in connection with the miss-selling of credit linked notes by a large international bank.

CARDIGOS

CARDIGOS acts for a variety of clients, including issuers, underwriters, selling and controlling shareholders and other market participants, in a wide spectrum of securities transactions, regulatory compliance and corporate governance matters. The department is particularly active in derivatives work, assisting sovereign entities, foreign banks and Portuguese institutions in preparing the documentation for derivatives in hedging operations. Banking and capital markets specialist Pedro Cardigos jointly leads the practice with Maria Almeida Fernandes, who has advised on the placement of debt and equity instruments.

Practice head(s):

Pedro Cardigos; Maria Almeida Fernandes

Key clients

JPMorgan Chase

The Navigator Company

Forex Club

Work highlights

  • Acted as counsel to JPMorgan Chase on several matters involving KIID regulation.
  • Provides ongoing assistance to companies of the Navigator group in the negotiation of derivative transactions in connection with ISDA Master Agreements.
  • Assisting ForexClub in liaising with the Portuguese Securities Market Commission (CMVM) to ensure the removal of the warning issued by the latter against the former, namely by initiating the required procedure to regulate ForexClub’s activity in Portugal.

Raposo Bernardo

Raposo Bernardo fields a capital markets team that is well versed in both debt and equity transactions. Managing partner Nelson Raposo Bernardo heads the department, which has experience advising on bond and note issuances, secondary offerings as well as private placements. The practice also handles structured finance, cross-border matters, asset-backed securities and securitisation issues.

Practice head(s):

Nelson Raposo Bernardo

Work highlights

  • Advising a bank on matters of capital markets compliance pertaining to the latest legislation on anti-money laundering and terrorism financing.
  • Assists a client with corporate and fund structuring, along with ongoing regulatory compliance and advice, offering the client an integrated full life-cycle assistance including stock exchange listing and Securities Market Commission legal compliance.
  • Advising a bank on the current activity of accomplish funding for large businesses and companies through debt, including multiple asset classes such as equities, bonds, alternatives (hedge funds and real estate), and equity.

RRP Advogados

RRP Advogados demonstrates experience in debt and equity capital markets, advising domestic and international clients on the placement of shares, offering of securities and collective investment schemes, including mutual and real estate funds. Leading the team is Manuel Cordeiro Ferreira, who has in-depth knowledge of capital markets regulation.

Practice head(s):

Manuel Cordeiro Ferreira

Key clients

Miya Water Group

Indaqua – Indústria eGestão de Águas, S.A.

CaixaBank Group

AEW Europe

Coporgest

Amorim Luxury

Natixis

Generg/NovEnergiaGroup

Work highlights

  • Advised Miya Water Group as guarantor of the €227m notes issuance by its wholly-owned concessions group Indaqua.
  • Advised Amorim Luxury and its shareholders on the setting-up and placement of the investment units of a special real estate investment fund under the form of a limited liability company by shares for the purposes of acquiring the Herdade da Comporta estate.
  • Advised Coporgest on the setting up of a real estate investment fund (SICAFI).

Sérvulo & Associados

Sérvulo & Associados covers the gamut of services related to capital markets transactions, financial services regulation, fintech and private equity. The department is also regularly instructed by asset managers and investment funds on a range of regulatory and transactional topics. Securities law and corporate governance expert Paulo Câmara oversees the team, receiving key support from Manuel Magalhães, whose areas of expertise include banking, insurance, restructuring and insolvency.

Practice head(s):

Paulo Câmara; Manuel Magalhães

Testimonials

The capital markets team at Sérvulo & Associados is very business-minded and has a strong track record in assisting credit institutions.’

The team is highly professional, maintaining an excellent relationship with the client. The total availability and quality of the outputs presented is a clear strength.’

This team is highly skilled in technical terms, while simultaneously approaching legal issues in a practical and client-friendly fashion. From a client perspective it is notable the effort made by the lawyers in providing easy to understand/easy to apply legal solutions, which really is value added to any transaction.’

Paulo Câmara is an outstanding professional.’

The team is very knowledgeable of the Portuguese market and its regulatory culture and this is where they stand out.’

What makes this practice unique is the proximity between client and law firm. Sérvulo has the capability to antici­pate questions or future problems.’

Paulo Câmara is a highly trained lawyer in corporate and capital markets matters and presents high standard capabilities, not only for the exceptional work delivered but also for its human qualities and excellent client care skills.’

The main strengths of the team are its availability and knowledge of the Companies Law Regime.’

Paulo is an excellent lawyer, very experienced and available. He has a profound knowledge of law and of the market and always aims to obtain the best possible solution for clients.’

Inês Palma Ramalho is one of Sérvulo & Associados rising stars as she is able to provide very in-depth and comprehensive advice.’

Verónica Fernández’s advice is solid and practical. The team goes the extra mile to understand clients’ underlying problems.’

Key clients

Novo Banco, S.A. / Novo Banco Dos Açores / GNB-GA / Banco Best

EDP – Energias De Portugal, S.A. / EDP Renováveis, S.A.

ABANCA, S.A.

DIF BROKER – Sociedade Financeira De Corretagem

INTERFUNDOS – Gestão De Fundos De Investimento Imobiliário, S.A.

Edmond De Rothschild Europe

Banco BIC PortuguêS, S.A. / EUROBIC

Bison Bank, S.A.

Flexdeal Simfe, S.A.

Crest Capital Partners – SCR, S.A.

H Capital Partners – SCR, S.A.

SQUARE – Sociedade Gestora de Fundos de Investimento Imobiliário, S.A.

GNB – Sociedade Gestora de Fundos de Investimento Mobiliário, S.A. / GNB – Sociedade Gestora de Fundos de Investimento Imobiliário, S.A.

Banco De Cabo Verde/ AGMVM

NORFIN – Sociedade Gestora Fundos De Investimento Imobiliário, S.A.

Work highlights

  • Advises Novo Banco Group in respect of capital markets transactions and financial intermediation services, namely transactional, regulatory and bank governance matters.
  • Legal advisory to EDP- Energias de Portugal and EDP Renováveis regarding takeovers, listed companies’ duties and corporate governance – namely in the context of the failed takeover bid presented over EDP shares by China Three Gorges.
  • Provides legal assistance to Abanca in the process of the acquisition of Deutsche Bank and compliance with the regulatory elements related to financial services and capital market products.