Gabriel Mendes Abdalla

Gabriel Abdalla is a partner in BVA’s M&A, Corporate, Venture Capital, and Private Equity practices. He specializes in Legal Due Diligence and in preparing companies for strategic transactions, including sale processes, capital raising, investor onboarding, and corporate reorganizations. He has been involved in more than 200 transactions, advising buyers, sellers, investors, investment funds, portfolio companies, and entrepreneurs on M&A, venture capital, private equity, debt capital markets, and cross-border transactions.

He leads legal due diligence projects in both domestic and international transactions, covering buy-side, sell-side, and vendor due diligence engagements. His work includes coordinating multidisciplinary teams, managing data rooms, identifying and assessing risks, preparing executive reports, and supporting the negotiation of transaction documents, including share purchase agreements, shareholders’ agreements, investment agreements, corporate documents, conditions precedent, representations and warranties, indemnities, and remediation plans.

Gabriel also advises companies, founders, shareholders, and business groups on legal preparedness for M&A and other strategic transactions. In this capacity, he assists clients with document organization and review, data room structuring, pre-transaction legal assessments, risk identification and mitigation, governance enhancements, contract review, contingency assessments, and preparation for legal due diligence conducted by buyers, investors, investment funds, and prospective strategic partners.

Drawing on experience gained at leading law firms and in the in-house legal departments of organizations such as TV Globo and Formula 1, Gabriel combines deep technical expertise with a practical business perspective. He helps clients navigate complex transactions, mitigate legal risks, and implement legal solutions aligned with the commercial objectives of each transaction.

Experience

• Extensive experience conducting legal due diligence in more than 200 M&A, venture capital, private equity, debt capital markets, and corporate reorganization transactions.
• Led buy-side, sell-side, and vendor due diligence engagements involving Brazilian and international companies, investment funds, strategic groups, and businesses operating in the technology, education, financial services, logistics, insurance, agribusiness, entertainment, and regulated industries sectors.
• Advised companies on legal preparedness for M&A transactions, sale processes, capital raising initiatives, and investor onboarding, including pre-transaction legal assessments, data room organization, governance reviews, risk remediation, contract review, contingency mapping, and preparation for legal due diligence.
• Supported the negotiation of transaction documents, including share purchase agreements (SPAs), shareholders’ agreements, investment agreements, corporate documents, conditions precedent, representations and warranties, indemnities, and post-closing remediation plans.
• Led multidisciplinary legal teams on complex projects, with a particular focus on materiality assessments, risk analysis, financial impact, and transaction strategy.

GIC, Globenet, and Oi InfraCo – Advised GIC, the sovereign wealth fund of Singapore, on legal due diligence in connection with GIC’s co-investment, alongside funds managed by BTG Pactual, in V.tal, a fiber-optic infrastructure operator, as part of Oi’s judicial reorganization proceedings.

Transaction Type: Private Equity / Infrastructure / Judicial Reorganization

Industry: Telecommunications, Fiber Optics, and Digital Infrastructure

Disclosed Value: Approximately BRL 12.9 billion

Press Coverage: Forbes

The LED and Kinea – Advised The LED and its shareholders on a BRL 150 million private equity investment by Kinea Private Equity, aimed at accelerating the company’s growth, expanding its digital media platform, and strengthening its position in the retail media and LED display market.

Transaction Type: Private Equity / Growth Equity

Industry: Digital Media, Retail Media, and LED Displays

Disclosed Value: BRL 150 million

Press Coverage: CNN

GEDU – Global Education, MetaApply, and IE Intercâmbio – Advised GEDU – Global Education, one of the world’s largest education groups based in the United Kingdom, and its UAE-based subsidiary MetaApply, on the acquisition of IE Intercâmbio, one of Brazil’s leading international education agencies.

Transaction Type: Cross-Border M&A

Industry: International Education

Disclosed Value: Undisclosed

Press Coverage: InfoMoney

Unidub and Iyuno – Advised Unidub, one of Brazil’s leading dubbing companies, and its founder, Wendel Bezerra, on the sale of the company to Iyuno, the Singapore-based global leader in dubbing and localization services. The transaction integrated Unidub into a global audiovisual services platform in a sector driven by the continued growth of streaming services and increasing international demand for localized content.

Transaction Type: Cross-Border M&A

Industry: Entertainment, Media, Audiovisual, and Dubbing Services

Disclosed Value: Undisclosed

Press Coverage: Brazil Journal

Pátria Investimentos, SEK, and NetBR – Advised NetBR and its shareholders on the sale of an equity interest to SEK Security Ecosystem Knowledge, a cybersecurity company within the Pátria Investimentos portfolio. The transaction integrated NetBR into a regional digital security platform while supporting SEK’s expansion in Brazil’s cybersecurity and identity and access management market.

Transaction Type: M&A

Industry: Technology, Cybersecurity, and Identity and Access Management

Disclosed Value: Undisclosed

Press Coverage: Valor

Semembrás, Boa Safra (B3: SOJA3), and SBS Green Seeds – Advised Grupo Semembrás on the formation of SBS Green Seeds, a joint venture with Boa Safra, a company listed on B3, to operate in the seed and regenerative agriculture market. The transaction combined Grupo Semembrás’ technical expertise with Boa Safra’s distribution capabilities, scale, and market presence.

Transaction Type: Joint Venture

Industry: Agribusiness, Seeds, and Regenerative Agriculture

Disclosed Value: Undisclosed

Press Coverage: Globo Rural

Woba and BeWater – Advised Woba and its founders on a Series B financing round totaling approximately BRL 71 million, led by BeWater, with participation from Kaszek, Valor Capital, and Citrino, the Ermírio de Moraes family’s single-family office.

Transaction Type: Venture Capital / Series B

Industry: Technology, Marketplace, and Flexible Workspaces

Disclosed Value: Approximately BRL 71 million

Press Coverage: Metro Quadrado – Brazil Journal

Arezzo&Co and BAW Clothing – Advised Arezzo&Co on legal due diligence in connection with its acquisition of 100% of BAW Clothing, a digitally native streetwear brand. The transaction furthered Arezzo&Co’s strategy of expanding its portfolio of brands and entering new segments of the fashion market by combining the strength of an established retail platform with a young, digital-first brand with a strong presence in the streetwear segment.

Transaction Type: M&A

Industry: Fashion, Retail, and Consumer Goods

Disclosed Value: BRL 105 million

Press Coverage: O Globo

Vibra Energia, Americanas, and Vem Conveniência – Participated in the legal due diligence conducted in connection with the joint venture formed by Vibra Energia and Americanas to integrate the BR Mania and Local convenience store operations through the creation of Vem Conveniência.

Transaction Type: Joint Venture

Industry: Retail, Convenience Stores, and Fuel Distribution

Disclosed Value: Undisclosed

Press Coverage: Bloomberg Línea

The LED and Invian – Advised The LED on its acquisition of Invian’s operations in Brazil and Peru. The transaction strengthened the company’s regional expansion strategy and reinforced its presence in the digital media, out-of-home (OOH), retail media, and digital signage markets, expanding The LED’s footprint across Latin America while enhancing its integrated physical and digital media platform.

Transaction Type: Cross-Border M&A

Industry: Digital Media, OOH, and Retail Media

Disclosed Value: Undisclosed

Press Coverage: Exame

Routeasy and nstech – Advised Routeasy and its founders on the sale of 100% of the company’s equity interests to nstech, a technology platform focused on the logistics and supply chain sector. The transaction integrated Routeasy, a logistics technology company specializing in route planning and delivery optimization, into one of Brazil’s leading technology platforms for logistics and supply chain solutions.

Transaction Type: M&A

Industry: Technology, Logistics, and Supply Chain

Disclosed Value: Undisclosed

Press Coverage: Exame

Alper (B3: APER3) and Good Winds – Advised Alper, Brazil’s leading insurance brokerage, on the acquisition of Good Winds, a specialized insurance brokerage and market leader in the aviation sector. The transaction reinforced Alper’s strategy of expanding its presence in specialized insurance segments while strengthening its position in a market characterized by significant technical and regulatory complexity.

Transaction Type: M&A

Industry: Insurance and Aviation

Disclosed Value: Approximately BRL 36 million

Press Coverage: Valor

The LED and Galapagos Capital – Served as deal counsel to Galapagos Capital, The LED, and its shareholders in connection with a debenture issuance for which Galapagos Capital acted as lead coordinator. The transaction supported The LED’s financing strategy through the Brazilian capital markets, providing funding for its continued growth and expansion in the digital media and LED display sectors.

Transaction Type: Debt Capital Markets / Debenture Issuance

Industry: Digital Media and LED Displays

Disclosed Value: BRL 25 million

Press Coverage: Veja

Apex Partners, Wine.com.br, and Península Investimentos – Advised Apex Partners on the acquisition of a significant equity interest in Wine.com.br, Latin America’s largest online wine retailer, controlled by Península Investimentos, the Diniz family’s investment company. The transaction marked Apex’s entry into one of Brazil’s leading digital consumer platforms in a sector combining e-commerce, subscription-based revenue, specialized logistics, and strong consumer engagement.

Transaction Type: M&A

Industry: E-commerce, Beverages, Consumer Goods, and Technology

Disclosed Value: Undisclosed

Press Coverage: Veja

Apex Partners and Stark Investment Banking – Advised Apex Partners on the acquisition of 100% of Stark Investment Banking, strengthening Apex’s presence in investment banking, structured credit, and financial advisory services.

Transaction Type: M&A

Industry: Financial Services, Investment Banking, and Structured Credit

Disclosed Value: Undisclosed

Press Coverage: NeoFeed

Grupo Ipanema, Serra das Antas, and Chevre D’Or – Advised Grupo Ipanema Lácteos on the acquisition of Laticínio Na Morada, owner of the Serra das Antas and Chevre D’Or brands, recognized for producing premium artisanal cow’s and goat’s milk cheeses. The transaction supported Grupo Ipanema’s acquisition-driven growth strategy by expanding its portfolio with premium brands and higher value-added products in the dairy market.

Transaction Type: M&A

Industry: Food & Beverage, Dairy Products, and Artisanal Cheese

Disclosed Value: Undisclosed

Press Coverage: Valor

Domo.VC and Nuvidio – Advised Domo.VC on its BRL 6 million investment in Nuvidio, a digital identity startup focused on security, traceability, and digital interaction authentication solutions.

Transaction Type: Venture Capital / Post-Seed

Industry: Technology, Digital Identity, and RegTech

Disclosed Value: BRL 6 million

Press Coverage: Valor

Mubadala Capital and Instituto de Ensino em Saúde – Advised Mubadala Capital on the legal due diligence conducted in connection with its acquisition of an 80% equity interest in Instituto de Ensino em Saúde, the operator of the UniFTC and Unesulbahia medical schools.

Transaction Type: Private Equity / Cross-Border M&A

Industry: Education and Healthcare

Disclosed Value: Undisclosed

Press Coverage: Forbes

YDUQS (B3: YDUQ3) and HardWork/Wemed – Advised YDUQS on the legal due diligence conducted in connection with its acquisition of a 51% equity interest in HardWork Medicina, a platform specializing in medical education and residency exam preparation. The transaction marked YDUQS’s entry into a highly specialized segment, expanding its presence in the medical education market and continuing professional education for healthcare professionals.

Transaction Type: M&A

Industry: Education, EdTech, and Medical Education

Disclosed Value: BRL 52 million

Press Coverage: Brazil Journal

Alper (B3: APER3) and Reolon – Advised Alper on the acquisition of Reolon Corretora de Seguros, an insurance brokerage with a strong presence in the agribusiness insurance market. The transaction further advanced Alper’s industry expansion strategy by strengthening its position in a strategic segment of the Brazilian economy and expanding its offering to agribusiness clients.

Transaction Type: M&A

Industry: Insurance and Agribusiness

Disclosed Value: Undisclosed

Press Coverage: Valor

Alper (B3: APER3) and Me Sinto Seguro – Advised Alper on its Corporate Venture Capital investment in Me Sinto Seguro, an insurtech company, through Alper Tech. The transaction combined M&A and innovation in the insurance sector, supporting Alper’s strategy to expand its digital capabilities and develop technology-driven insurance solutions.

Transaction Type: Corporate Venture Capital / M&A

Industry: InsurTech, Insurance, and Technology

Disclosed Value: Undisclosed

Press Coverage: Veja

The LED and Retail Media – Advised The LED on its acquisition of the operations of Retail Media, a pioneer in the digitalization of in-store media across the Brazilian retail market. The transaction strengthened The LED’s position in the retail media sector by integrating digital media, data, and customer communication solutions across physical retail environments.

Transaction Type: M&A

Industry: Retail Media, Digital Media, and Retail

Disclosed Value: Undisclosed

Press Coverage: Forbes

Transportes Ávila and Serra Diesel (Ultra Group) – Advised Transportes Ávila on the sale of strategic operating assets to Serra Diesel, a member of the Ultra Group. The transaction supported the buyer’s expansion in logistics, transportation, and fuel distribution through the acquisition of assets associated with Transportes Ávila’s operations.

Transaction Type: M&A / Asset Deal

Industry: Logistics, Refrigerated Warehousing, Cold Chain, Food Service, and Catering

Disclosed Value: Undisclosed

Press Coverage: Fusões & Aquisições

SuperFrio and LogFrio – Advised SuperFrio on the legal due diligence conducted in connection with its acquisition of LogFrio, a logistics operator specializing in warehousing and last-mile transportation, with a strong presence serving Brazil’s leading institutional food service and industrial kitchen operators. The transaction significantly expanded SuperFrio’s operational capacity and geographic footprint, reinforcing its leadership in the temperature-controlled logistics market while strengthening its position in the food service and catering sectors.

Transaction Type: M&A

Industry: Logistics, Refrigerated Warehousing, and Cold Chain

Disclosed Value: Undisclosed

Press Coverage: Fusões & Aquisições

Additional Legal Due Diligence Experience

In addition to the publicly disclosed transactions listed above, Gabriel has advised on numerous other transactions and legal due diligence projects involving domestic and international companies, investment funds, strategic investors, and business groups across a broad range of industries.

Notable experience includes:

• Legal due diligence for an international packaging group in connection with the potential acquisition of controlling interests in Brazilian packaging companies.
• Legal due diligence in connection with multiple acquisitions for a distribution platform specializing in personal care, beauty, and consumer goods.
• Legal due diligence for consolidation transactions in the healthcare sector, involving medical clinics, diagnostic centers, dental practices, ophthalmology clinics, and specialized healthcare providers.
• Legal due diligence for investors and strategic groups in energy assets, including electricity transmission, hydroelectric generation, renewable energy, natural gas, and infrastructure.
• Legal due diligence for transactions involving telecommunications assets, fiber-optic networks, telecommunications towers, and digital infrastructure, including transactions conducted in the context of judicial reorganization proceedings and competitive sale processes.
• Legal due diligence for leading Brazilian facilities management and outsourced services providers in connection with the potential acquisition of operational services and applied technology companies.
• Legal due diligence in privatization, divestiture, and regulated asset acquisition transactions involving the energy, infrastructure, oil and gas, and logistics sectors.
• Legal due diligence for strategic and financial investors in acquisitions involving education companies, edtech businesses, test preparation providers, and higher education institutions.

• Privacy and Data Protection Essentials – EXIN
• VC Due Diligence – Columbia Business School
• Contract Law – Fundação Getúlio Vargas
• Postgraduate in Business Law – PUC Minas
• Bachelor’s degree in Law  – Universidade Presbiteriana Mackenzie