mai 15 2025
Tauil & Chequer Advogados and Mayer Brown advised on Orizon VR’s structured follow-on offering
Tauil & Chequer Advogados in association with Mayer Brown, together with Mayer Brown, advised Orizon VR, a waste valorization company, in a structured equity transaction with a total potential amount of BRL1.3 billion (approx. USD 250 million).
The fundraising was carried out through a privately negotiated investment agreement between Orizon VR’s controlling shareholders and funds managed by eB Capital, providing for an equity injection into Orizon VR through a holding company and through a public offering of shares in Brazil carried out under the terms of CVM Resolution 160, coupled with an international placement efforts to institutional investors pursuant to Rule 144A / Regulation S under the U.S. Securities Act. Each share sold in the offering carried, as an additional benefit, a subscription warrant (bônus de subscrição).
The transaction required seamless coordination between Brazilian and U.S. securities regulations and the negotiation of a new shareholders’ agreement granting eB Capital governance rights aligned with best-practice ESG standards and Orizon VR’s strategic growth plan.
This marks the first significant deployment by eB Capital’s Capital Solutions vertical and provides Orizon VR with substantial capital to accelerate its ecopark developments, biomethane projects, and landfill-acquisition strategy.
The transaction was led by partner Rodolfo Tella, from the Capital Markets & Securitization practice, and had the support of partners Carlos Motta, from the same practice, and Giampaollo Marzulli, from Tax. The team also included counsel Isabella Giorgi (Antitrust & Competition) and associates Thiago Coimbra and Isabella Toledo (Corporate and Mergers & Acquisitions), Julia Zarth (Banking & Finance), Stephanie Carmo and Camilla Hehnes (Capital Markets & Securitization), and Raíssa Lopes (Publicly Held Companies & Corporate Governance).
For Mayer Brown, the following lawyers were involved in the transaction: partner David Bakst and associate Natália Minotto, both from the New York office, and counsel Milena Muradian, from the Los Angeles office, all from the Capital Markets practice.
The fundraising was carried out through a privately negotiated investment agreement between Orizon VR’s controlling shareholders and funds managed by eB Capital, providing for an equity injection into Orizon VR through a holding company and through a public offering of shares in Brazil carried out under the terms of CVM Resolution 160, coupled with an international placement efforts to institutional investors pursuant to Rule 144A / Regulation S under the U.S. Securities Act. Each share sold in the offering carried, as an additional benefit, a subscription warrant (bônus de subscrição).
The transaction required seamless coordination between Brazilian and U.S. securities regulations and the negotiation of a new shareholders’ agreement granting eB Capital governance rights aligned with best-practice ESG standards and Orizon VR’s strategic growth plan.
This marks the first significant deployment by eB Capital’s Capital Solutions vertical and provides Orizon VR with substantial capital to accelerate its ecopark developments, biomethane projects, and landfill-acquisition strategy.
The transaction was led by partner Rodolfo Tella, from the Capital Markets & Securitization practice, and had the support of partners Carlos Motta, from the same practice, and Giampaollo Marzulli, from Tax. The team also included counsel Isabella Giorgi (Antitrust & Competition) and associates Thiago Coimbra and Isabella Toledo (Corporate and Mergers & Acquisitions), Julia Zarth (Banking & Finance), Stephanie Carmo and Camilla Hehnes (Capital Markets & Securitization), and Raíssa Lopes (Publicly Held Companies & Corporate Governance).
For Mayer Brown, the following lawyers were involved in the transaction: partner David Bakst and associate Natália Minotto, both from the New York office, and counsel Milena Muradian, from the Los Angeles office, all from the Capital Markets practice.
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