São Paulo | Rio de Janeiro | Belo Horizonte | Natal Brasil Cross-Border Acquisition Deals André de Almeida

2 MAIN ASPECTS OF A DUE DILIGENCE WORK : »Timing »Information Flow »Data Room preferably digital »Coordination of attorneys, accountants, financial advisors, consultants, etc. »Unified Due Diligence Report (same terminologies & writing style)

3 a) Review liabilities; b) Review contingencies; c) Identify potential problems; d) Identify exposures OBJECTIVES OF ANY DUE DILIGENCE WORK: Risk Management:

4 IDEAL DUE DILIGENCE WORK FLOW : Parties agree on business terms of the transaction Agreement on pricing Agreement on Seller organizes a digital Due Diligence Data Room to DD Data Room and have daily conf calls with Sellers RepsDue Diligence Report is delivered in Parties adjust the price or business terms based on the DD Report financing Buyer attorneys have access 15 days

5 REAL LIFE DUE DILIGENCE WORK FLOW : Before final agreement on business terms of the transaction Buyers starts a Due DiligenceSeller has not yet prepared a data room and start to colletct documents after receiving the Due Diligence list from Buyers attorneys Due Diligence starts before agreement on business terms Seller gets mad with Buyer as his attorneys are requesting information before the parties have reached an agreement Due Diligence process stopsAfter many meetings buyer and seller agree on business terms Due Diligence continues, but without a organized data room precisely identification of key exposures Is missing at the DD Report

6 IMPORTANT TIPS : »Coordination with client and other attorneys is crucial; »Use of the same terminology and writing style is fundamental; »Information flow; »Hold your client!! »Be nice with the attorneys of the other side – at the end, after the deal, there is a high chance that you work with him on other transactions!!

7 Obrigado, André de Almeida