04 Dec 2025

TozziniFreire and FLH advise on Sparta Infra Fund CDII11 R$1.494 billion follow-on offering

"TozziniFreire advised Sparta on the 6th follow-on offering of the Sparta Infra CDI Fund (CDII11) under CVM 175 and CVM 160, while Franco Leutewiles Henriques Advogados (FLH) advised Itaú BBA, XP Investimentos and BTG Pactual. The issuance raised R$1.494 billion through 14,094,175 quotas, attracted 21,000 new investors and brought CDII11 to R$2.9bn NAV with 70,000 quotaholders."

TozziniFreire and Franco Leutewiles Henriques Advogados (FLH) acted in the transaction, with TozziniFreire advising Sparta, the fund's asset manager, and FLH advising Itaú BBA, XP Investimentos and BTG Pactual. The transaction consisted of the sixth follow-on offering of Sparta Infra CDI Fundo de Investimento Financeiro em Cotas de Fundos Incentivados de Investimento em Infraestrutura Renda Fixa (CDII11), conducted pursuant to CVM Instruction 175 and CVM Instruction 160 and targeted at retail investors. The fund is designed to invest in securities and assets that have obtained tax incentives to foster infrastructure development in Brazil. The follow-on attracted 21,000 new investors in the public offering and saw nearly 6,000 quotaholders exercise their preemptive rights. The operation was coordinated by Itaú BBA, with XP Investimentos and BTG Pactual acting as participants. The issuance raised R$1.494 billion through the placement of 14,094,175 quotas. With this issuance Sparta reached a historic milestone: CDII11 became the largest single-class, actively managed infrastructure investment fund (FI Infra) listed on B3 by net asset value, reaching R$2.9 billion. The fund now has 70,000 quotaholders, making it the second-largest in the category by number of investors, behind JURO11 (also managed by Sparta) which has 100,000 quotaholders. The result is notable given a challenging year for the infrastructure market and underlines investor confidence in Sparta. TozziniFreire represented Sparta with a team composed by: partner Alexei Bonamin and associates Daiane Nunes, Thayane Bordallo and Pietra Marinelli. Franco Leutewiles Henriques Advogados (FLH) represented Itaú BBA, XP Investimentos and BTG Pactual with a team composed by: partners Gabriel Leutewiler and William Rizzi, and associates Paulo Garcia, Giovanna Bicudo, Nicole Addeo, Beatriz Sanceau, Daniel Nogueira and Lucas Gomes.
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