TRANSACTION INTERVIEW 81 Can you please tell us more about the background to this deal and the role that your team played in seeing it to completion? We have been advising Saga for over 10 years. Saga is the sole controller of the only lottery operation conceded by a Brazilian state to a private company (Intralot do Brasil) after it purchased the shares of its partner (Intralot SA), a deal on which we also advised. The state of Minas Gerais decided to grant a new concession, this time for instant and passive lotteries (physical tickets) and Saga joined forces with two multinational companies in this sector, SGI and IGT, to participate in the public tender. GVM advised Saga since the conception of this joint effort. Our corporate law team helped to structure the format of the partnership and the initial documents as well as the formation of the consortium, and our administrative law team participated afterwards, giving legal advice during the process of the public tender. What were the key considerations and challenges that you faced while advising Saga on the formation of the consortium? Going in, we knew that we would face some challenges since the state lottery market in Brazil is still incipient. Many states have tried to concede the service to private companies and failed, as was the case with the state of Sao Paulo. Not only that, we had to align the interests of our client, a company that operates only in Brazil, with those of two large groups that operate all over the world but did not have a broad practical experience in the Brazilian market. What impact do you expect the formation of this consortium will have on the gambling industry in Brazil? The lottery market in Brazil is largely dominated by the federal government, which uses a state-owned bank named Caixa to explore it. In fact, many states were not allowed to have their own lotteries and others had the legality of their lotteries questioned. Then in 2020, the Brazilian Supreme Court ruled upon the matter in a leading case, recognising that it was legal for every one of the 26 Brazilian states and the federal district to each have their own lottery. So, there is a likelihood for this market to expand exponentially, but many states are still struggling with the format they should adopt. A successful operation by the consortium in Minas Gerais will certainly inspire other states to follow the same path and partner with private players. Just recently, Saga – through its subsidiary – started the only online sports betting operation that is official in Brazil, which GVM advised with the regulatory aspects. So, this market needs to mature and we hope the consortium helps it to do so. Marcello Viera de Mello Guimarães & Vieira de Mello Advogados A successful operation by the consortium in Minas Gerais will certainly inspire other states to follow the same path and partner with private players.