TozziniFreire, Morais Leitão and Lobo de Rizzo advise on EDP deal
Brazilian and international law firms advised on the transaction which EDP Energias do Brasil acquired all shares in EDP Renováveis Brasil held by EDP Renewables and EDP Renewables Europe.
The transaction, valued at EUR 1.5 billion on an enterprise value basis, will result in EDP Brasil holding 100% of the share capital of EDPR Brasil, which was previously a subsidiary of EDPR, a listed subsidiary of EDP with a free float of 28.7%.
TozziniFreire advised EDP Energias do Brasil and worked in partnership with Morais Leitão, Galvão Teles, Soares da Silva & Associados, which acted as lead counsel on the matter, advising EDP Energias do Brasil compliance with Brazilian law, particularly regarding the drafting and negotiation of the Share Purchase Agreement.
Lobo de Rizzo and Addleshaw Goddard represented the sellers.
The transaction stems from EDP’s decision to consolidate the group’s electricity generation, trading, and supply activities in Brazil under EDP Brasil. EDPR Brasil operates a renewable energy generation portfolio with an installed capacity of 1.8 GW, comprising approximately 1.1 GW of onshore wind power and 0.7 GW of utility-scale solar power. The integration is intended to strengthen EDP’s agility, competitiveness, and risk management capabilities in the Brazilian open electricity market.
The deal involved jurisdictions across Brazil, Portugal, and Spain. Among the main challenges were the negotiation on arm’s length terms between related parties, the cross-border nature of the transaction with payment made in euros and coordination between Brazilian and European jurisdictions, and the management of post-closing obligations, including notifications to ANEEL, coordination with PPA counterparties, replacement of corporate guarantees, and indemnification mechanisms for active and passive contingencies.
The TozziniFreire team was led by João Ribeiro da Costa (pictured left) as lead partner, together with partners Oswaldo Noce Dalla Torre, Laura Garcia de Freitas Souza, Gustavo Rugani do Couto e Silva, Ricardo Maito and Fernanda Cirne Montorfano. The team also included Diana de Almeida Rodrigues, João Vitor Ramos, Alexandre Trejos Vargas, Vitor Campinho, Erick Caldas dos Santos and Giovana Vitor Dantas.
Morais Leitão, Galvão Teles, Soares da Silva & Associados, leading the transaction, fielded Ricardo Andrade Amaro (pictured center), Pedro Capitão Barbosa and Helena de Sousa Abreu.
Lobo de Rizzo advised EDP Renewables and relied on partners Valdo Cestari de Rizzo (pictured right), Marcelo Droghetti, André Ramos Bedim and João Pedro Ribeiro Assis, along with associates Nicolle Zennaro Buarque Bretas, Fernanda Couto Molinar Henrique, Lucas Oliveira Silva and Lucas Fantini Buonamici.
Addleshaw Goddard represented the sellers.
