shipping & ports maritime & offshore logistics

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Regulatory and Admiralty: Registration, flagging, tax and customs, bill of lading, pool agreements, statutory compliance, crewing, stowaways, refugees, sale and purchase of vessels, maritime regulations issued by ANTAQ (Brazilian National Agency for Wa- terway Transportation), and international maritime law applicable in Brazilian waters. Marine Casualties and Pollution: Oil pollution cases, loss of life, and personal injury claims related to crew members and third par- ties, maritime disasters (collision, grounding, fire), salvage, tow- age and wreck removal as well as casualty investigations. Vessel Employment: Expertise in handling transactional issues in- herent to the charter of dry bulk, chemicals, LNG, oil & gas and its by-products, and containerized cargoes. Shipbuilding/Engineering and Construction: Contract drafting, le- gal advice on shipbuilding, ship design and ship conversion con- tracts, and negotiation of terms and conditions pertaining to these contracts. Insurance: P&I, hull, machinery and cargo insurance claims. Dispute Resolution: Maritime liens, ship arrest, insurance claims, public inquiries, legal advice in charter party disputes (demurrage, dead-freight, general average), bunkering dis- putes - dispute resolution in major engineering and construction projects - change orders, cost overruns, delay and disruption - as well as negligent design and faulty workmanship. Wet and Dry Ports: Project development, environmental permits, public licenses, construction-related contracts, funding, regulatory compliance, associations, and operation. Logistics: Project structuring and financing in integrated logistics projects for the traditional shipping industry and for the onshore and offshore transportation facilities needed to support hydrocarbons ex- ploration & production. Ship and Port/Logistics: Financing Leasing transactions, corporate structures for ship co-ownership (joint ventures), structured and syndicated financings, ship mortgage registration and enforcement, foreclosure of collateralized shipping assets, restructuring of existing financings, credit enhancement structures, credit wraps and asset protection. Capital Markets and M&A: Transactions IPOs, MLPs, bond issuanc- es, drop-downs, and advice to investment banks, private equity and hedge funds, among other players, in connection with funding of ship- ping companies in both domestic and international capital markets. M&A: Due diligence and structuring of purchase and sale of compa- nies and assets. Liquefied Natural Gas: LNG - First Brazilian firm to deal with LNG shipping. Domestic and international expertise in all aspects of LNG project work. SHIPPING & PORTS MARITIME & OFFSHORE LOGISTICS We represent the whole industry chain of shipping and ports, maritime and offshore

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Page 1: SHIPPING & PORTS MARITIME & OFFSHORE LOGISTICS

Regulatory and Admiralty: Registration, flagging, tax and customs, bill of lading, pool agreements, statutory compliance, crewing, stowaways, refugees, sale and purchase of vessels, maritime regulations issued by ANTAQ (Brazilian National Agency for Wa-terway Transportation), and international maritime law applicable in Brazilian waters.

Marine Casualties and Pollution: Oil pollution cases, loss of life, and personal injury claims related to crew members and third par-ties, maritime disasters (collision, grounding, fire), salvage, tow-age and wreck removal as well as casualty investigations.

Vessel Employment: Expertise in handling transactional issues in-herent to the charter of dry bulk, chemicals, LNG, oil & gas and its by-products, and containerized cargoes.

Shipbuilding/Engineering and Construction: Contract drafting, le-gal advice on shipbuilding, ship design and ship conversion con-tracts, and negotiation of terms and conditions pertaining to these contracts.

Insurance: P&I, hull, machinery and cargo insurance claims.

Dispute Resolution: Maritime liens, ship arrest, insurance claims, public inquiries, legal advice in charter party disputes (demurrage, dead-freight, general average), bunkering dis-putes - dispute resolution in major engineering and construction projects - change orders, cost overruns, delay and disruption - as well as negligent design and faulty workmanship.

Wet and Dry Ports: Project development, environmental permits, public licenses, construction-related contracts, funding, regulatory compliance, associations, and operation.

Logistics: Project structuring and financing in integrated logistics projects for the traditional shipping industry and for the onshore and offshore transportation facilities needed to support hydrocarbons ex-ploration & production.

Ship and Port/Logistics: Financing Leasing transactions, corporate structures for ship co-ownership (joint ventures), structured and syndicated financings, ship mortgage registration and enforcement, foreclosure of collateralized shipping assets, restructuring of existing financings, credit enhancement structures, credit wraps and asset protection.

Capital Markets and M&A: Transactions IPOs, MLPs, bond issuanc-es, drop-downs, and advice to investment banks, private equity and hedge funds, among other players, in connection with funding of ship-ping companies in both domestic and international capital markets.

M&A: Due diligence and structuring of purchase and sale of compa-nies and assets.

Liquefied Natural Gas: LNG - First Brazilian firm to deal with LNG shipping. Domestic and international expertise in all aspects of LNG project work.

SHIPPING & PORTSMARITIME & OFFSHORE LOGISTICS

We represent the whole industry chain

of shipping and ports, maritime and offshore

Page 2: SHIPPING & PORTS MARITIME & OFFSHORE LOGISTICS

AccoladesFor the last ten years, Schmidt, Valois, Miranda, Ferreira & Agel and its partners have been consistently top-tier ranked by the most prestigious international research institutes such as Chambers and Partners (Global and Latin America), Latin Lawyer, LACCA, Who’s Who Legal Energy, Euromoney, Legal 500 and Best Lawyers. The firm is certainly one of the most prestigious and recommended law firms in Latin America concerning M&A and O&G matters and projects. Our lawyers have worked in cross-border transactions involving Angola, Argentina, Australia, Bolivia, Canada, Chile, China, Colombia, France, Guinea-Bissau, India, Italy, Japan, Malaysia, Mozambique, Namibia, Nigeria, Norway, Portugal, Peru, Singapore, Spain, Sweden, UK,USA , and Venezuela, amongst others.

Chambers and Partners 2018 Who’s Who Legal Energy 2015-2017For over ten years now, the firm has been ranked Band #1. Since 2009, partners Paulo Valois Pires and Rogerio Miranda have been top-tier ranked, while Antonio Luis de Miranda Ferreira and Sonia Agel are classified as “Senior Statesmen” by such prestigious guide.

Chambers Latin America 2018: “Widely admired practice with long-standing experience in the development of upstream, midstream and downstream projects. Impressive track record assisting E&P companies with farm-in and farm-out transactions, involving onshore, offshore, exploratory, development and producing fields. Increasingly advises on LNG importation, regasification and the distribution of natural gas.” Clients remark: “Their lawyers, even the youngest ones, are truly competent, highly qualified and are always available when we need them. They have excellent senior and junior members which make a great team that combines energy and experience to solve our issues.” Rogério Sobral de Miranda as “one of the most experienced practitioners in this field” who is “very strong on the regulatory side and is very knowledgeable about every aspect of the Brazilian oil and gas industry.” Paulo Valois Pires “an extremely experienced lawyer in complex negotiations” and “one of the best oil and gas lawyers in Brazil.” Senior statesman Antônio Luís de Miranda Ferreira is widely respected for his long-standing experience in the gas industry. Interviewees deeply respect his vast contributions to the market. Highly reputed founding partner Sonia Agel enjoys a superb reputation for her long-standing experience in oil and gas regulatory matters. Market sources observe: “She helped to build the oil and gas industry we have today.”

Chambers Global 2018: “Widely admired practice with long-standing experience in the development of upstream, midstream and downstream projects. Impressive track record assisting E&P companies with farm-in and farm-out transactions, involving onshore, offshore, exploratory, development and production fields. Increasingly advises on LNG importation, regasification and the distribution of natural gas. Firm is part of the international alliance MC Valois Miranda.”

We have been the unique law firm in Brazil with a “stellar practice” and five partners listed by Who’s Who Legal Energy since 2014, namely Antônio Luís de M. Ferreira, Sonia Agel, Rogério S. de Miranda, Guilherme Schmidt and Paulo Valois Pires. In the 2016 edition, Paulo Valois also integrated the panel “The Most Highly Regarded Indviduals”. And in 2017 was onsidered as a “Thought Leader – Energy 2017.

Who’s Who Legal Energy 2015: “Schmidt, Valois, Miranda, Ferreira & Agel has a ‘stellar practice’ and five of its lawyers are highlighted in our research. Paulo Valois Pires specialises in advising clients in the oil and natural gas industries, pipelines and LNG industries on M&A transactions and joint ventures. Sonia Agel is a ‘regulatory specialist’ in the oil and gas sector while Guilherme Guerra D’Arriaga Schmidt is noted for his broad practice encompassing M&A and joint ventures, construction and infrastructure, tax and arbitration. The ‘talented’ Antônio Luís de M Ferreira is a ‘notable expert’ on oil and gas law and Rogério Sobral de Miranda is lauded for his ‘high-quality service’.

Who’s Who Legal Energy 2016: “Schmidt, Valois, Miranda, Ferreira & Agel boasts the ‘impressive’ Paulo Valois Pires. He acts for major energy clients who commend him for his ‘extremely capable and informed approach’ to complicated matters.”

Euromoney’s Expert GuidesPartners Antônio Luís de Miranda Ferreira, Sonia Agel, Rogério Sobral de Miranda, Guilherme Schmidt and Paulo Valois Pires have been top listed in the spot light table “Best of The Best Latin America” organized by the Expert Guides since 2012.

Who’s Who Legal Energy 2017: This important publication has been recommending, year after year, the partners Sonia Agel, Rogério Miranda, Antônio Luís Ferreira, Paulo Valois and Guilherme Schmidt among the best lawyers in Energy in Brazil. Partner Paulo Valois was considered as a “Thought Leader – Energy 2017”

Page 3: SHIPPING & PORTS MARITIME & OFFSHORE LOGISTICS

Legal 500Since the first edition of the Legal 500 in Brazil, our firm has been top-tier ranked by this acclaimed guide in the sectors of Natural Resources: Oil and Gas. Antônio Luís de Miranda Ferreira, Sonia Agel, and Paulo Valois Pires have been also ranked by Legal 500.

Legal 500 2017: Within the 18-lawyer team, Paulo Valois Pires is ‘very experienced’ in regulatory matters in the sector. Antônio Luís de Miranda Ferreira, Sonia Agel and Rogério Sobral de Miranda are also recommended, along with associate Danielle Ludwig.

Legal 500 2016: “One of Brazil’s premier firms for oil-and-gas work, Schmidt, Valois, Miranda, Ferreira & Agel has been active in LNG importation and regasification matters, and natural gas distribution matters, and handled several farm-in and farm-out transactions, such as advising AziLat on an offshore farm-in agreement with OGX Petróleo e Gás Participações. In other high-level work, Paulo Valois Pires continues to advise Frade Japão Petróleo on issues arising from the Frade field oil spill. Antônio Luís de Miranda Ferreira, Sonia Agel and Rogério Sobral de Miranda are recommended within the nine-partner team, which also acts for BHP Billiton, Parnaiba Gás Natural and Prumo Logística.”

Latin Lawyer 250Latin Lawyer 250 has confirmed the outstanding position of our firm and lawyers in the Latin America O&G market year after year. According to them, the team “invariably performs in a way that confirms their reputation as among the finest oil and gas lawyers in Brazil”.

LACCA ApprovedThe Latin American Corporate Counsel Association has been consistently highlighting our lawyers in its annual research which appoints the leading lawyers in a number of fields country by country.

In its latest edition, the guide listed partners Sonia Agel and Paulo Valois in the Energy field in Brazil.

Latin Lawyer 250 2018: “Practice head Guilherme Schmidt, Paulo Valois Pires (“fast and efficient”), Rogério Miranda and Antônio Luís de Miranda Ferreira, who wins praise from one client for his knowledge and availability. Sonia Agel, who wins praise from one client for her “dedication to the regulatory demands and a deep knowledge of the resolutions and laws applied to the oil and gas sector”, and Celina Ozorio and Isabela Faria, are also high-profile. Valois and Agel both come recommended in LACCA Approved. Schmidt Valois had a pre-eminent practice in oil and gas work, which also translates naturally into the wider field of energy. The team assists local and international clients including investors, operators and financial institutions on the development of power generation, transmission, distribution and marketing projects. A niche within the department is advising clients in the renewable energy sector on the development and financing of green and brownfield projects. The team also assists clients on all legal aspects involved in the projects, including the analysis of regulatory and tax issues. “The attorneys I deal with are very responsive, hands on and have deep knowledge of Brazilian legislation,” says a client , who also hired the firm for corporate, projects, M&A and tax work. Inestimable expertise on the regulatory front comes from Agel, whose experience includes 25 years as federal state attorney and four years at Brazil’s oil and gas regulator, ANP. Offshore oil explorer AziLat is a long-standing client, for which the team provides regular counsel on acquisitions and farm-in agreements, among other matters.

Page 4: SHIPPING & PORTS MARITIME & OFFSHORE LOGISTICS

His practice involves the representation of IOCs, NOCs, private equities, financial insti-tutions and suppliers in O&G, M&A, private placements, offshore supply, pipeline con-struction, LNG projects, infrastructure, and tax related matters. He represents internation-

al and domestic clients in international tenders promoted by the Petroleum Agency and Petrobras for the divestment of onshore and offshore blocks, and also in complex bidding procedures for the charter of FPSOs, FSRUs, and FSOs. He started his career in 1989 as in-house counsel for Shell in Brazil. He is author of a variety of articles and a frequent speaker in panels related to O&G matters and programs worldwide. He was nominated as a leading lawyer (Band 1) in “Energy and Natural Resources” by Chambers Global and Latin America 2006 - 2010, 2011 (“spot light table”), and 2012-2018 editions. He is top ranked in the 2007-2017 “Experts’ Guide to the World’s Leading Energy and Natural Resource Law-yers” of Euromoney, and recognized as “The Best of the Best in Latin America” in 2012-2017 by the same institution. Recommend-ed in Oil & Gas and Projects & Infrastructure by the international publication Legal 500. He is highly recommended by Latin lawyer 250. Also quoted by Best Lawyers in 2009/2014 – 2018 (“Lawyer of the Year” for his work in Natural Resources in 2018); by The International Who´s Who Legal Energy 2009-2017 editions (“Most Highly Regarded Individuals”- 2016 and “Thought Leader – Energy 2018”) and by the Latin American Corporate Counsel Association (LACCA) in the 2014-2018 editions. Brazilian Anuário Análise Ad-vocacia has recognized him as one of the most admired lawyers in Brazil. He was nominated by the Brazilian edition of the GQ Mag-azine in 2014 as one of the most influential lawyers in the country. Assistant Professor of Law at Univeridade Cândido Mendes (1999-2002) and at Master Business in Petroleum of COPPE/UFRJ (2000-2004). Vice-chairman of the Brazilian Center of Mediation and Arbitration (CBMA - 2014-2016). Director of the Portuguese Chamber of Commerce in Rio de Janeiro (2015-2016). Tax Com-mittee of National Organization of Oil Industry (ONIP - 2000-2002). Vice-chairman of the Energy Committee of the American Chamber of Commerce (2000). Member of the Association of International Petroleum Negotiators and former alternate regional director of the AIPN Latin America Chapter. Master Degree in International Law by the University of São Paulo. Master Business in Petrole-um - MBP by the Federal University of State of Rio de Janeiro/COPPE. Post-graduate diploma in International Law by the Univer-sité Robert Schuman, Strasbourg, France: Certificat des Hautes Études Européennes. Law Degree by the University of State of Rio de Janeiro. Languages: Portuguese, English, French and Spanish.

Paulo Valois [email protected]

For more than 25 years, he has developed a legal practice focused on business law, rep-resenting clients in local and international transactions related to natural resources and infrastructure projects (in particular oil and gas, power generation, mining, ports and terminals),

mergers and acquisitions, joint ventures, corporate matters, inter-national contracts and project finance. He was the head of the gas and power and oil products in the legal practice of Shell in Brazil, where he was extensively exposed to all related legal and contrac-tual matters of the industry, including exploration and production. Prior to founding the firm, he was a partner at a well-known Brazil-ian law firm. He has been appointed as a leading lawyer both in En-ergy and Natural Resources and in Corporate/M&A by Chambers and Partners, year after year. International Who’s Who of Business Lawyers and the World’s Leading Energy and Natural Resources Lawyers, published by Euromoney, recognized him in the Oil and Gas. Highlighted by Who’s Who Legal as a reference in the natural resources area in Brazil. He has been recommended by the publi-cation Legal 500 and Latin Lawyer 250. Brazilian Anuário Análise Advocacia has recognized him as one of the most admired lawyers in Brazil. He holds a masters’ degree from the Centre for Energy, Petroleum and Mineral Law and Policy (CEPMLP) of the University of Dundee, Scotland, 2001. Bachelor of Laws degree from Pontifí-cia Universidade Católica do Rio de Janeiro in 1988. Member of the Ethics Court of OAB/RJ in 2010. Languages: Portuguese, English and Spanish.

Rogério Sobral de [email protected]

Isabela [email protected]

Representing and advising clients in structur-ing, negotiating and documenting finance and business transactions with emphasis on pro-ject finance transactions related with energy, oil and gas and infra-structure projects. Repre-senting and advising clients in connection with

direct foreign investments, private placements, investment funds, loan agreements, EPC (Engineering, Procurement and Construc-tion) contracts, lease and charters agreements, foreign exchange transactions in general, Brazilian Central Bank regulations and corporate law. She was recommended as “Leader in their field” in Brazil by Latin Lawyer 250 - 2017. She frequentty takes part in articles and presentations related to project finance in the oil and gas sector. Masters of Laws in International and Comparative Law (LL.M.) from Temple University School of Law, Philadelphia, USA. Bachelor of Law degree from Universidade do Estado do Rio de Janeiro (UERJ). Languages: Portuguese and English.

Page 5: SHIPPING & PORTS MARITIME & OFFSHORE LOGISTICS

José Gustavo Fernandes [email protected]

Assists large national and multinational cor-porations, particularly those in the oil and gas, infrastructure and power industries, providing legal services on Brazilian and internatio-nal taxation. Reporter for Brazil, in 2001 and

2006, in the Cahiers de Droit Fiscal International published by IFA, respectively about “Taxation on income derived from Electronic Commerce” and “The tax consequences of restructuring of indeb-tedness (debt work-outs)”. Invited lecturer on taxation topics at several courses and institutions, such as King’s College London, Queen Mary College, Universidade Cândido Mendes, Universida-de Estácio de Sá and IBMEC – Instituto Brasileiro de Mercado de Capitais. Highlighted year after year by Best Lawyers Internatio-nal in their limited list of recommended tax practitioners for Brazil. Listed by Legal 500 as a reference in tax and corporate and M&A in the country. Recommended in LACCA Approved. Recognition in the Advisory chapter of the important international publication Who’s Who Legal: Corporate Tax 2017. He won 2018 International Advisory Experts Award: M&A. He was selected by Lawyer Monthly as Brazil 100 leading lawyers. Chevening Scholar in 2007, awar-ded by the United Kingdom’s Foreign Commonwealth Office. LL.M. in International Tax Law from the University of London, Queen Mary College. Bachelor of Laws degree (LL.B.) from Universidade do Estado do Rio de Janeiro (UERJ). Member since year 2000 of the Brazilian Association of Financial Law (ABDF) and the Internatio-nal Fiscal Association (IFA). Chairman of the Tax Committee of the British Chamber of Commerce and Industry in Brazil - BRITCHAM, Rio de Janeiro branch (2005-2007). Member of the Tax Law Sub-committee of the Brazilian Bar Association Rio de Janeiro branch - OAB-RJ (2004-2006). Languages: Portuguese and English.

Represents clients in oil and gas and energy projects. Drafting and review of agreements in general, as well as specific agreements of the oil and gas and energy industries. She also acts in corporate and anti-corruption compli-ance, and provides consultancy on taxation.

Speaker at Rio Oil and Gas, in 2016 and presentation of an arti-cle about the administrative decision related to Split in chartering contracts and services provided in the exploration and production of oil and gas. Speaker at the International Bar Association - IBA Double Tax Treaties - Latin American Conference, on the topic: Ex-change of Information in Tax Treaties, March 31, 2011. Professor of taxation on the oil industry at the MBA sponsored by the Instituto Brasileiro de Petróleo (IBP), in Brasília, in October 2012. Tax Law Professor at the Instituto Brasileiro de Estudos Tributários – IBET in 2011. Member of the Brazilian Bar Special Commission for Oil Legislation and Customs Duty Law. Graduated from Universidade do Estado do Rio de Janeiro (UERJ). LL.M. in tax law from North-western University School of Law. Post-graduation in tax law from Instituto Brasileiro de Estudos Tributários. Languages: Portuguese and English.

Marina [email protected]

Acts in merger and acquisitions deals, corpo-rate issues, business development and dis-pute resolutions, domestic and international. Negotiates and drafts contracts and corporate documents. Member of OAB RJ/SP. Master of

Law and Finance (MsC) degree from the Queen Mary, University of London. Post-graduation in Corporate Law from FundaçãoGetúlio Vargas (FGV). Post-graduation in Corporate Law and Stock and Financial Market from Instituto Brasileiro de Mercado de Capitais (IBMEC). Bachelor of Laws (LL.B) degree from Universidade Can-dido Mendes do Rio de Janeiro (UCAM). Languages: Portuguese and English

Pedro Augusto Pinto Guimarã[email protected]

Assist domestic and international companies in oil and gas matters and in corporate legal matters. Bachelor of Laws degree from Univer-sidade Candido Mendes.Languages: Portuguese and English.

José Eduardo [email protected]

Legal counsel to clients in the oil and gas sec-tor. Currently graduating at Pontifícia Universi-dade Católica do Rio de Janeiro (PUC). Languages: Portuguese and English.

Bernardo [email protected]

Mayara Rahman [email protected]

Assistance of processes in the civil area, con-sidered as strategic by large clients in the nat-ural resources and infrastructure sector, focus-ing on oil, natural gas, energy, mining, water resources, hotels, construction and operation of ports, vessels, pipelines, offshore equip-ment, roads and taxiways, project finance and

financing. Postgraduate in Civil Procedural Law from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio). Bachelor of Laws degree from Pontifícia Universidade Católica do Rio de Janeiro (PUC-Rio). Assistance of processes in the civil area, considered as strategic by large clients in the natural resources and infrastructure sector, focusing on oil, natural gas, energy, mining, water resourc-es, hotels, construction and operation of ports, vessels, pipelines, offshore equipment, roads and taxiways, project finance and financ-ing. Postgraduate in Civil Procedural Law from the Pontifical Catho-lic University of Rio de Janeiro (PUC-Rio). Bachelor of Laws degree from Pontifícia Universidade Católica do Rio de Janeiro (PUC-Rio).Languages: Portuguese and English.

Page 6: SHIPPING & PORTS MARITIME & OFFSHORE LOGISTICS

Rio de JaneiroRua da Assembleia, 66 - 17th floor

Rio de Janeiro - BrazilPhone: +55 21 2114 1700

São PauloRua Leopoldo Couto de Magalhães Jr., 1098,

cj 03 1st floor, Torre A, Jardim PaulistaSão Paulo - Brazil

Phone: +55 11 3294 1100

www.svmfa.com.br