Machado Meyer and Stocche Forbes advises on GIC deal
Machado Meyer advised Neoenergia on the execution of a share purchase agreement, with Unique Power Fundo de Investimento em Participações Multiestratégia Responsabilidade Limitada, an investment fund wholly owned by Warrington Investment — an investment vehicle of GIC, the sovereign wealth fund of Singapore, which was advised by Stocche Forbes Advogados.
The transaction is valued at BRL 2,417,660,000.00 (approximately USD 484.7 million), subject to adjustment by the accumulated CDI rate from September 30, 2026 until closing, plus leakage adjustments as provided in the agreement.
The deal was structured in two simultaneous legs: Neoenergia’s acquisition of 1% of the shares in Neoenergia Transmissão currently held by Unique Power, and Neoenergia’s sale to Unique Power of 49% of newly issued shares in Neoenergia Transmissão, resulting from a capital increase carried out through the contribution of equity stakes held by Neoenergia in seven controlled electric power transmission companies — Neoenergia Guanabara Transmissão de Energia, Neoenergia Vale do Itajaí Transmissão de Energia, Potiguar Sul Transmissão de Energia, Neoenergia Morro do Chapéu Transmissão e Energia, Neoenergia Estreito Transmissão de Energia Elétrica, Neoenergia Alto Paranaíba Transmissão de Energia Elétrica, and Neoenergia Paraíso Transmissão de Energia Elétrica.
The transaction will enable Neoenergia to regain majority control of Neoenergia Transmissão, increasing its ownership stake to 51% of the company’s total share capital. Control of Neoenergia Transmissão had been shared with Unique Power and Warrington since September 2023, making this restructuring a significant step in consolidating Neoenergia’s position in Brazil’s energy transmission sector.
Closing of the transaction remains contingent upon the satisfaction of customary conditions precedent, including regulatory approvals from CADE and ANEEL.
Machado Meyer’s team advising Neoenergia was led by partners Gabriel Leao Vazami (pictured left) and Ivandro Sanchez, with partner Maria Eugenia Novis also involved. Associate support was provided by Alejandro Manuel Alcaraz Parraga, Carolina Cupertino Meinberg, and Isabela Martins Soares.
Stocche Forbes Advogados acted as legal adviser to Unique Power and Warrington Investment on the transaction and relied on partners Bruno Bercito, Frederico Accon, Renato Stanley, and Ricardo Freoa, associates Lionel Visconti, Thaís Kleinsorge Mendes and Giovanna Sérvulo.
