Linklaters and SullCrom scoop roles as UnitedHealth pushes into Brazilian healthcare market

Linklaters and Sullivan & Cromwell have landed lead roles on UnitedHealth Group’s acquisition of a majority stake in leading Brazilian healthcare company Amil Participações for $4.9bn (£3bn).

Linklaters acted for the Rio de Janeiro-based health insurer and hospital operator, joining forces with its local association firm Lefosse Advogados. Linklaters’ US corporate head Alberto Luzarraga led the team, based out of New York. The Lefosse team included Carlos Barbosa Mello, Gustavo Lian Haddad and Sérgio Machado in São Paulo.

Sullivan advised UnitedHealth, with a team led by corporate partner Keith Pagnani and including Latin American corporate finance expert Sergio Galvis, tax head Ronald Creamer, litigation partner Theodore Edelman, executive compensations and benefits partner Matthew Friestedt and investment management partner William Farrar, all out of the firm’s office in New York.

Local firm Pinheiro Neto Advogados advised UnitedHealth on the Brazilian law aspects of the deal, with a team that included corporate partners Carlos Alberto Moreira Lima and Henrique Lang, dispute resolution partner Gilberto Giusti, administrative specialist Thera van Swaay, tax partner Giancarlo Matarazzo and employment partner Luis Mendes.

The deal will be completed in two stages, with the US health insurer first acquiring a 60 per cent stake in Amil from controlling shareholders and management. This stage is expected to be completed during the fourth quarter of 2012 pending regulatory approval from Brazil’s health insurance regulator ANS.

The second stage will see UnitedHealth submit a tender offer to acquire a further 30 per cent stake from Amil’s public shareholders during the first half of 2013.

The remaining 10 per cent stake in Amil will be retained by the company’s founder and CEO Edson Bueno and partner Dulce Pugliese, who previously owned 70 per cent of the company.

The purchase reportedly also includes around $600m (£374m) in Brazilian tax benefits, reducing the equity purchase price to around $4.3bn (£2.7bn).

Background to this deal:

Linklaters first opened an office in São Paulo in 2001 in association with Lefosse Advogados and has acted on at least 44 M&A deals since then (6 February 2012).

Sullivan has advised UnitedHealth on a number of its large-scale transactions, including its $2.7bn acquisition of Sierra Health Services in March 2007.