Rodrigo Sadi practices in the area of U.S. and international corporate law, representing clients predominantly based in Brazil, including banks, financial institutions, hedge funds, private equity funds, manufacturers, and high net worth individuals in their activities worldwide.
He has extensive experience in M&A transactions, in particular with regard to cross-border transactions between companies in the U.S. and Brazil, and in drafting commercial agreements, such as agreements related to the purchase, supply and distribution of products, financing agreements, consulting agreements, and joint-venture agreements. Mr. Sadi has extensive experience in reviewing US agreements to ensure the enforceability of their contract terms in Brazil, and vice-versa.
Mr. Sadi's industry experience includes financial technology, real estate, manufacturing, and industrials. Admitted to practice in New York and Brazil, Mr. Sadi is fluent in Portuguese and English and can speak some Spanish.
Mr. Sadi holds an LL.M. degree from the University of Virginia School of Law and is a 2012 graduate of Pontifícia Universidade Católica de São Paulo.
Represented an automated workflow management company in its Series A venture equity financing.
Represented Thesys Group, Inc., the operator of the SEC’s MIDAS system, in the sale of its assets and novation of the SEC contract to MayStreet.
Represented JB Investments Management in forming and launching JB Investments Fund III, LP, a hedge fund seeking to raise up to $1 billion to invest in publicly-traded oil and gas companies; simultaneously formed and launched a parallel U.S. fund and a Cayman Islands offshore fund to benefit tax-exempt and foreign investors.
- Represented iAnthus Capital Holdings, Inc. as U.S. counsel in connection with its all-stock merger with MPX Bioceutical Corp., offering equity consideration to MPX shareholders valued at $1.6 billion, representing the first “public to public” merger in U.S. cannabis history.
- Represented Borrachas Vipal S.A., a Brazilian manufacturer of rubber and other tire materials, in the U.S. corporate and tax aspects of its multi-million-dollar acquisition of a controlling stake in Marangoni Tread North America, Inc., a manufacturer of tire retreading solutions for commercial trucking fleets, to form a leading global independent player in the retreading sector, as part of Vipal’s global relationship with Marangoni S.p.A.
- Represented Framerate, Inc., one of the largest and fastest growing independent social video networks in esports and online gaming which generates millions of views per month across Instagram and Facebook, in its sale to Super League Gaming, Inc., which provides a platform for competitive and social gameplay experiences and is expanding its business of running esports events.
- Represented a publicly-held industrial group located in Italy in the $50 million acquisition of 50 percent of the membership interests of a U.S. infrastructure construction company located in New York and involved in the construction of roads, bridges and tunnels as well as heavy civil engineering projects.
- Represented Four Springs Capital Trust, a real estate investment trust that invests in single-tenant net lease real estate, in its issuance of $40 million of Series E Preferred Shares to private equity funds managed by Guggenheim Investments, the global asset management and investment advisory business of Guggenheim Partners.
- Represented one of Brazil’s largest asset managers in connection with forming a structure for Brazilian investors to invest in the $85 million acquisition of a Class A office building in Los Gatos, California, preparing offering documents and negotiating a joint venture agreement with the sponsor of the acquisition. The office building constitutes part of Netflix’s headquarters.
- Represented one of Brazil's largest asset management companies in connection with forming a structure for Brazilian investors to invest in the $140,000,000 acquisition of a 421,785 square-foot corporate office park in Redmond, Washington, preparing offering documents and negotiating a joint venture agreement with the sponsor of the acquisition.
- Represented a Chilean multifamily family office in its $92 million acquisition and financing of a multi-level, 350,000 square foot shopping mall in Maryland; transaction included a joint venture with a commercial real estate development and net lease company in Tennessee, as well as a real estate acquisition and associated bank financing.
- Represented ResinTech and ActionPak in a $128 million transaction centered around the adaptive reuse of 27 acres of environmentally contaminated property in Camden, New Jersey. The site is being converted into the client's new global headquarters.
- Represented 2120 East York LLC, the borrower/developer of 54 units of market rate housing in Philadelphia, in a transactional joint venture to create three separate, qualified opportunity zone funds, which in turn invested in a Qualified Opportunity Zone Business (“QOZB”) where a lender to the transaction, PNC Bank, also invested equity in the QOZB.
- Representation of buyer of a Cayman Islands-flagged 91’ sailing yacht in a multi-million Eurodollar purchase in Mallorca through a Guernsey vehicle – Preparation of purchase and sale documents and ancillary arrangements for management of vessel.
- Advised Brazilian family office on purchase of US real estate (structuring the transactions in a tax efficient manner under FIRPTA), opening and operating a subsidiary office in New York, and successful application for an L-1 Visa for high-level executive of the family office.
- Advised a Brazilian high net worth individual in the operations of a U.S. non-profit, including the preparation of agreements for gifts and grants to U.S. universities and research institutions, as well as in the formation of a U.S. public benefit corporation acting as the U.S. arm of a Brazilian media-production and distribution company.
- Represented PT Bank Rakyat Indonesia in closing a series of amendments to a USD $79 million secured lending facility; the borrower was one of the U.S. subsidiaries of the Sinar Mas Group, one of Indonesia’s largest public companies.
- Represented the New York agency of an Indonesian bank in negotiating a first amendment to a credit agreement, which increased by $10 million a previous $80 million term loan and revolver, to a global Indonesian company in the wood and pulp business to construct a tissue paper factory in Maine and working capital.
- Represented PT Bank Negara Indonesia in closing a $40 million term loan financing from a top 5 U.S. money center bank.
- Represented Bank Negara Indonesia in a borrowing in which Bank of America acted as lender.
- Represented the Brooklyn Tabernacle, a multicultural, non-denominational church, on a $43 million loan from Investors Bank; a portion of the funds will be used to refinance existing debt while another portion will be used to expand its youth ministry through construction of classrooms, a gymnasium, computer labs, office space for church staff, and conference rooms.
Mergers and Acquisitions/Private Equity
Commercial Real Estate Finance
Family Offices/Private Clients
- New York
- University of Virginia School of Law, LL.M., 2015
- Pontificía Universidade Católica de São Paulo, B.A./Bachelor's Degree in Law, 2012
Duane Morris LLP
- Associate, 2017-present
- Foreign Lawyer, 2016-2017
Motta, Fernandes Rocha Advogados
- Associate Attorney, 2013-2014
- Law Clerk, 2011-2012
Xavier, Bernardes, Bragança, Sociedade de Advogados
- Law Clerk, 2008-2011
AIJA – International Association of Young Lawyers
New York State Bar Association
- Business Law Section
- International Law Section
New York City Bar Association
- Member of Corporation Law Committee
- Member of International Law Committee
Brazilian Bar Association
- São Paulo and Rio de Janeiro Chapters
- Fordham University School of Law
- Adjunct Professor (Legal English Institute), Contract Drafting and Negotiation, 2018-present
- Pontifícia Universidade Católica de São Paulo
- Teacher Assistant, Corporate Law for Business Students, 2015
- University of Virginia School of Law
- Research Assistant, Constitutional Law, 2015