Mariano Luchetti y José Bazan

Bruchou and PAGBAM advise CEPU and Enel on the sale and purchase of shareholding

Bruchou & Funes de Rioja has advised Central Puerto (CEPU) and Pérez Alati Grondona Benites & Arntsen (PAGBAM) has advised Enel Argentina and Enel Américas (Enel) in the sale and purchase by CEPU of Enel’s shareholding in: Enel Generación Costanera, Inversora Dock Sud and Central Dock Sud.

The purchase and sale of 75.68% of the share capital and votes of Enel Generación Costanera by Proener, a subsidiary of CEPU, was signed and closed on 17 February 2023. The acquisition of control of Enel Generación Costanera will require, in turn, the launch of a tender offer for the remaining shares of Enel Generación Costanera.

In addition, on 17 February 2023, a sale and purchase agreement was also entered into between Proener and Enel, pursuant to which, subject to the fulfilment of certain conditions precedent: (i) Enel Américas agreed to sell to Proener its stake in Inversora Dock Sud representing 57.14% of the share capital and votes of such company, and (ii) Enel Argentina agreed to sell to Proener its stake in Central Dock Sud representing 0.24% of the share capital and votes of such company. In addition, Inversora Dock Sud has a controlling interest in Central Dock Sud representing 71.78% of the share capital of the latter company.

CEPU, a public company listed on Bolsas y Mercados Argentinos (BYMA) and on the New York Stock Exchange (NYSE), is one of the main power generators in Argentina. For its part, Enel Américas, listed on the Chilean Stock Exchange, is one of the largest private electricity companies in Latin America, with an installed capacity of 15,993 MW at the end of September 2022, supplying more than 26.6 million customers.

José Manuel Pazos, María Justina Richards and Juan Mateo Rollan acted as in-house counsels to CEPU. Monica Diskin acted as in-house counsel to Enel.

Bruchou’s interdisciplinary team was led by members of the M&A team, including partner Mariano Luchetti (pictured left) and associates Nicolás Dulce, Stefania Ferro, Nicolás Yaryura Tobías as well as Manuela Bobrowski, with support from María Lucila Winschel, Santiago Youssef Rameh El Chaer and Ezequiel Castello, from the corporate team, and Gabriel Lozano, from the antitrust team. Also, in relation to the IPO to be launched, the team included partner José Bazan (pictured right) and associates Manuel Etchevehere and Facundo Martín Suarez Lon, from the banking and capital markets team.

PAGBAM’s M&A team was led by partners Mariano F. Grondona, P. Eugenio Aramburu, Tomás Perez Alati and María Gabriela Grigioni, with support from associates Nicanor Berola, Nahuel Pérez de Villareal, Lucia Campos and Camila Ramunni. Also, partner Facundo Fernandez Santos advised on tax matters related to the transaction.

L Giselle Estrada