BRAZIL Trends and Developments Contributed by: Rafael Lacerda, Eric Nahum, Rômulo Martins and Fernando Oliveira, Lacerda Diniz Advogados
Healthcare Demand is supported by demographics, premiumisa - tion and digitisation. Buy-and-build strategies target outpatient care, diagnostics, oncology and revenue- cycle management. Operators that turn clinical path - ways into measurable outcomes and modernise col - lections are attracting premium valuations. Financial services and payments Competitive shifts have opened niches for private credit, specialty finance and embedded finance. Open-banking rails and instant payments continue to expand product distribution and improve unit eco - nomics, benefiting consumer and SME platforms. Sponsors are underwriting with a sharper eye on credit governance and funding diversification. Technology (B2B) and cybersecurity Business-to-business (B2B) software that demonstra - bly raises client revenue or lowers costs shows lower churn and stronger pricing power. Cybersecurity, data observability and automation in mission-critical work - flows remain secular growth vectors. Scale-driven vendors with clean ARR and disciplined customer- success motions are preferred. Agro, food and logistics Vertical integration and supply-chain efficiency are the core themes. Differentiated products and logis - tics hubs tied to production clusters are commanding attention. Sponsors are testing exposure to commod - ity cycles and building flexibility into procurement and distribution strategies. Cross-Border Considerations: Data, Compliance and Restricted Sectors Cross-border deals are inserting stricter know-your- customer/anti-money laundering (KYC/AML) and sanctions checks into diligence. Data flows are under tighter governance, with standard contractual clauses and clear mechanisms for lawful international trans - fers that must be harmonised with post-merger inte - gration plans. This has reduced uncertainty for multi - nationals but raised expectations for documentation and vendor oversight. Foreign-investment limits still shape structuring in specific sectors such as rural land, border area
businesses, aviation, mining and mass media. Co- investment and joint venture templates with Brazilian partners remain the practical route. Clear governance alignment and exit protocols reduce later disputes and protect value at monetisation. Exits: What Worked and What Did Not Trade sales to corporates and sponsor-to-sponsor deals remain the dominant exit routes. Delistings via tender offers have re-emerged as a practical path when IPO windows are narrow, allowing sponsors to convert value with market-driven pricing and robust settlement mechanics. Sell-downs through follow-ons and accelerated blocks are used to manage overhang and stage returns. True dual-track processes have been less frequent; when launched, many have concluded in private sales. Triple-track processes (sale, IPO and recapi - talisation) are rare, with recap lanes typically used as contingency anchored by private credit. Minority rollovers are used tactically to bridge valuation gaps and preserve upside, paired with clear governance and economics. Practical Implications for Clients Clients planning to invest – or to sell – benefit from treating execution as a competitive advantage. The most consistent outcomes come from preparation, transparent information and an honest assessment of risk. The following practices have been particularly effective: • modelling tax reform early – systems and pro - cesses take time to adapt, and it is important to anticipate the impact on pricing, working capital and ERP upgrades; • sequence approvals – planning competition and sector clearances alongside closing mechanics to avoid standstill and gun-jumping exposure; • hardening contracts – combining MAC, escrows/ holdbacks and price-adjustment mechanics con - sistent with the asset’s risk profile; • financing pragmatically – leading with equity, using private credit for speed and bespoke covenants, supported by strong collateral; • running a value-creation PMO – setting 100-day/180-day targets around pricing, productiv -
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