Bruno Salzano

Tauil & Chequer advises Eletrobras on different transactions

Tauil & Chequer Advogados in association with Mayer Brown advised Centrais Elétricas Brasileiras (Eletrobras) on the sale of the Candiota thermoelectric complex to the Âmbar Energia group for R$72 million.

The Candiota plant, located in the municipality of the same name in the state of Rio Grande do Sul, is owned by Companhia de Geração e Transmissão de Energia Elétrica do Sul do Brasil (Eletrobras CGT Eletrosul) and is the only coal-fired thermoelectric plant in the Eletrobras group.

The closing of the transaction is subject to customary market adjustments and conditions precedent. Once completed, this transaction will be another important milestone for Eletrobras in reducing CO2 emissions and pursuing the goal of net zero by 2030 – given that this plant represents around a third of Eletrobras’ total CO2 emissions.

The firm also advised Eletrobras on two negotiations with the Âmbar Energia group for the acquisition of assets held jointly by Furnas Centrais Elétricas (Eletrobras Furnas) and Âmbar Energia.

The first operation dealt with the negotiation for the acquisition of equity stakes representing 51% of the share capital of the Special Purpose Companies (SPEs) Vale do São Bartolomeu (VSB) and Triângulo Mineiro Transmissora (TMT), held by Âmbar Energia, for the amount of R$ 574 million. The operation took place in the context of the anticipation and replacement of the terms of the call and put options held by Âmbar Energia against Eletrobras Furnas. VSB and TMT own electricity transmission assets and have annual allowed revenues – RAPs approved for the 2023-2024 cycle of R$ 49 million and R$ 53 million and concessions until Oct/2043 and Aug/2043, respectively. The closing of the transaction is also subject to customary market conditions precedent.

In addition, Tauil & Chequer Advogados in association with Mayer Brown advised Eletrobras on the negotiation of a stock option agreement with Âmbar Energia on the shares representing 51% of the share capital of the 6 non-operational wind generation SPEs of the Baleia Complex in favor of Brasil Ventos Energia, a wholly-owned subsidiary of Eletrobras Furnas, for the symbolic value of R$ 1.00.

Tauil & Chequer relied on partner Bruno Salzano (pictured), and senior associate Maurício Veiga, with significant participation from partner Débora Yanasse and associate Bruno Ribeiro.