Pinheiro Neto and Machado Meyer advises on CEEE-T privatization process

Pinheiro Neto Advogados assisted CPFL in all legal issues involving the auction, Machado Meyer Advogados represented the State of Rio Grande do Sul and BNDES

The CEEE-T privatization process is one of the most complex among those currently in progress. To make this privatization possible, several mechanisms were created to settle and/or mitigate these liabilities.

The winning bid totals two billion, seven hundred and sixty million reais (R$ 2,760,000,000.00) for the acquisition of shares representing approximately 66.08% of the total capital stock of CEEE-T currently held by Companhia Estatual de Energia Elétrica Participações – CEEE-Par, a company wholly owned by the State Government of Rio Grande do Sul.

Pinheiro Neto Advogados assisted CPFL in all legal matters involving the auction, including the entire pre-auction phase (structuring and performance of due diligence), the auction itself (for auction qualification and other public law issues) and will continue to advise CPFL until the actual consummation of the acquisition, which is still subject to certain conditions precedent (approval by the antitrust and electric power government agencies and also by certain lenders). After consummation, CPFL will still be required to conduct a tender offer to acquire the remaining equity interest in CEEE-T currently held by minority shareholders (including a significant interest held by Eletrobrás).

The Pinheiro Neto Advogados team includes several areas: corporate partner Fernando dos Santos Zorzo (pictured left), corporate senior associate Fernando T. L. Pacheco Di Francesco, corporate associate Emily Coral Fernandez Somenzari, public law senior associates Roberto Lambauer, Elisa Gregori Rossetto, Samuel Lopes Parmegiani, and Power senior associate Julia Batistella Machado.

Machado Meyer, as a member of Consórcio Minuano, hired by Banco Nacional de Desenvolvimento Econômico e Social – BNDES, worked on the structuring of the privatization model, having participated directly in the due diligence process of CEEE-T, for evaluation purposes; in the project modeling and in the preparation of corporate approvals and auction documents, including the privatization notice. Machado Meyer was also directly responsible for developing the legal structures to enable the spin-off of the former CEEE-GT and the assumption of CEEE-T’s obligations to its former employees, and also actively participated in the negotiations of the company’s financing with IDB and AFD.

Machado Meyer had a team formed by partners from various areas, including: Jose Prado, Lucas De Moraes Cassiano Sant Anna, Clarissa Figueiredo De Souza Freitas, João Vitor Luke Reis, Laura Garcia De Freitas Souza, and lawyers Luis Filipe Gentil Pedro (pictured right), Jessica Kaori Konishi, Diego Gonçalves Fernandes, Julia Uliani Gava, Bruno Cesar Lauer dos Santos Roberto, Rafael Costa Silva.