Rogério Cruz

Themudo Lessa


‣ Representative Transactions

Represented Fort McKay First Nation and Mikisew Cree First Nation in their $503 million acquisition from Suncor Energy of a 49% interest in the East Tank Farm development (a bitumen and diluent storage, blending and cooling facility located 30 km north of Fort McMurray, Alberta) and with the associated $545 million financing by way of 4.136% senior secured notes rated Baa1 by Moody’s and BBB (high) by DBRS. At closing, the transaction represented the largest-ever business investment by a First Nation entity in Canada. Represented Rokstad Power Corporation in its sale to the UK-based Carillion plc for cash consideration in excess of $100 million (subject to performance). Rokstad Power is a transmission and distribution line contractor with over 600 employees. Represented Travelers Capital Corporation, Industrial Alliance Insurance and Financial Services Inc. and Desjardins Financial Security Life Assurance Company in arranging $61 million of non-recourse project financing for the 16 MW Box Canyon run-of-river hydropower project. Represented a large Quebec-based credit union for $44 million of project financing for the construction of purpose-built apartment towers in Victoria. Represented Travelers Capital Corporation and Industrial Alliance Insurance and Financial Services Inc. for the non-recourse acquisition financing for Aquila Infrastructure Management to acquire the 8 MW Raging River hydropower facility.

‣ Education

UBC, Environmental Engineering, B.A.Sc. UBC, Civil Engineering, M.A.Sc. Dalhousie University, LL.B. Year of Call: 2004 (Alberta) and 2009 (B.C.)

Rogério Cruz Themudo Lessa has a practical focus on business transactions as a result of a background in engineering. Rogério is approaching 20 years in practicing both acquisition and sale transactions and in countless finance transactions including project finance, acquisition finance and equity investments (private placements). Active clients include business owners, developers, lenders and First Nations; such clients are focused on electricity, oil & gas, construction, manufacturing and craft brewing. In addition, Rogério has provided legal to seven operational run-of-river and wind facilities which collectively represent expenditures of over $600 million and has assisted in dozens of development projects. Rogério previously practiced at a national firm in Calgary focused on finance and mergers & acquisitions.


‣ Professional Activities

Member, Clean Energy BC Member, Law Society of British Columbia and Law Society of Alberta

‣ Speaking Engagements

“Legal Issues in Acquisitions and Acquisition Financing”; NAI Commercial, November 2016
“Legal Issues of Project Finance and Acquisition Finance”; Small Hydro Canada 2014 Conference – Western Summit, April 2014
“Legal Issues in the Exit”; Surrey Board of Trade and Association of Corporate Growth – Financing, Buying and Selling Businesses, November 2012

‣ Publications

"Economic Instruments and the Kyoto Protocol: Can Parliament Implement Emissions Trading Without Provincial Co‑operation?" (2002) 40 Alberta Law Review (No. 2) 417

‣ Representative Transactions

Represented contractors to reorganize an $80 million general partnership of 3 contractors for the civil construction of a run-of-river hydropower project. Represented the vendors in a $7 million share sale of a manufacturing business. Represented Dragonfly Hydropower Corp and Dahl Creek Hydro Power LP and Bowbyes Creek Hydro Power LP in connection with the debt and equity financing provided by Reconcept GmbH, an investment fund based in Germany, for the development of the 5 MW Dahl Creek and 7 MW Bowbyes Creek projects. Representing lenders in the financings of numerous commercial real estate transactions. Completing numerous tax reorganizations, family trusts, shareholder’s agreements and general commercial contracts. Representing issuers in numerous private placements of preferred shares, flow-through shares and common shares.

‣ Contact

Direct: +55 1 97556 7957 Work: +55 11 3755 0830
Email: rlessa@themudolessa.com.br

‣ Practice Areas

Banking Business

‣ Areas of Expertise

Natural Resources/Energy Mergers & Acquisitions Project Financing Commercial Lending Mezzanine Financing

* Law Corporation

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