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​Loss leading the way in Brazil

17Ago2018Aug17,2018
Infrastructure and Energy; Oil and Gas
Upstream

The Brazilian oil and gas lawyer is helping international clients navigate the country's evolving legal landscape

Gareth Chetwynd | Upstream

Brazil’s reputation for legal complexity tends to encourage spending on lawyers, but the career of oil and gas specialist Giovani Loss is a sign that the country's legal profession is moving into the big league for more meritorious reasons.

Loss, a partner with Brazilian firm Mattos Filho, was chosen as oil and gas lawyer of the year by the UK-based Who’s Who Legal publishing group, representing a breakthrough by a Latin American lawyer.

The 40-year-old has recently been involved in deals including Equinor’s $2.9 billion purchase of a 25% stake in the Petrobras-operated Roncador field and the Norwegian company’s $2.5 billion acquisition of a controlling stake in the Carcara field, as well as Total’s $2.2 billion takeover of the Iara and Lapa assets and the $5.2 billion acquisition of a natural gas pipeline by Canada’s Brookfield Asset Management.

Loss acknowledges the changes taking place in the country.

“When I came back to Brazil in 2010 there was a lot of excitement about the pre-salt, but the government had just decided to suspend licensing rounds in order to review policy,” he recalls.

Monopoly

The first pre-salt boom occurred when the Brazilian government was still committed to maintaining Petrobras’s monopoly over much of the downstream and midstream sectors, repressing investments.

“Today we see prices at a level that makes the vast majority of Brazil’s offshore assets economically viable and we also have a government that looks favourable toward attracting investments, and has been legislating accordingly and holding successful licensing rounds," says Loss.

"We also see Petrobras reducing its participation across the sector, opening up opportunities for others.

"This is the first time we have seen these elements come together, and we see the results in terms of investments in new areas such as refining, distribution and regasification.”

Loss started his career at Brazilian law firm Pinheiro Neto Aldvogados then moved to Houston to work for Thompson Knight in 2006.

He qualified for the New York bar and obtained a masters in law from Stamford University, switching to to work for Fulbright and Jaworski, later known as Norton Rose Fulbright.

He also qualified as a UK lawyer, mindful of the English law roots of maritime law and the offshore sector.

An early foray into the Brazilian market involved representing Ashmore Energy International, a fund that acquired Enron’s stake in the Gasbol (Bolivia-Brazil) pipeline.

Brazilian work increased with the discovery of the pre-salt fields and business in the home country was soon occupying Loss’s time.

The decision to accept a partnership with Mattos Filho came at a time when oil prices were soaring and several companies were considering stock market listings.

Loss’s first job was a big one, advising banks on the underwriting of a Petrobras rights issue eventually valued at $70 billion.

The transaction was also a complex one, owing to the government strategy of increasing its own stake in Petrobras, leading to the decision to use the future value of 5 billion barrels of pre-salt oil assets as leverage.

“It is not often, as a lawyer, that you get the opportunity to sit at the table and negotiate different contractual models with the government,” Loss reflects.

The euphoria surrounding Brazil and the pre-salt also fuelled a big increase in oil sector-related capital markets operations, involving Loss in IPO operations with companies such as PetroRio and QGEP.

Loss considers the legal fallout from these heady days as one of the highlights of his work in Brazil, especially the complex and challenging job of restructuring the bankruptcy-threatened EBX group company OGX, today re-branded as Dommo Energia.

“In the Brazilian oil sector, OGX set precedents for financing assets, taking us all on a journey that involved a market launch and securities, then issues of enforceability and guarantees," he says.

"This case tested new models and stretched the boundaries for financing models in dispute resolution in different situations. From a legal point of view it was a significant learning process.”

International

Loss has also worked advising Petrobras on asset sales, marking a departure from his experience representing international clients.

“Not long ago Petrobras’s strategy was about incrementing its own market share rather than attracting investments or building partnerships. The change in this strategy has opened up new space,” he says.

The diversification process has had a beneficial effect on the country’s law firms, Loss believes.

“Brazilian lawyers have been gaining more experience on operations that were absent here, such as reserves-based lending,” he notes.

Loss is a keen advocate of globalisation and the spread of good practices that can occur when oil companies carry out their business in multiple locations around the world.

“The oil and gas sector lends itself to a more standardised form of benchmarking, and we can all benefit from the learning experiences,” he says.

The same process leads Loss to play down the supposed legal uncertainty afflicting the Brazilian sector.

“Reassuring clients and explaining the real dimension of risks is an important part of our job. The theoretical aspect of risks can be high when clarity is lacking, but the real risks can be much lower in practice.”.