Milbank LLP advised New Fortress Energy, Inc. in its definitive share purchase agreement with its joint venture partner Ebrasil Energia Ltda. and Brazilian power company Eneva S.A. (“Eneva”), whereby Eneva will acquire 100% of the equity interests of the Porto de Sergipe Power Plant for R$6.1 billion in cash (approx. $1.2 billion USD). Located in Barra dos Coqueiros in the country’s Northeast region, the 1,593 MW Sergipe power plant plays a critical role in Brazil’s energy security, providing low-cost, dispatchable power to balance the significant seasonal hydroelectric power that comprises a majority of the region’s electric capacity.
As part of the transaction, Eneva has agreed to acquire, directly and indirectly, 100% of the shares of Centrais Elétricas de Sergipe Participações S.A. ("CELSEPAR"), which owns 100% of the equity interests of the Sergipe Power Plant, and Centrais Elétricas Barra dos Coqueiros S.A., which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant, for a total implied enterprise value of approximately R$10.2 billion (approximately $2.16 billion USD). Pursuant to the terms of the transaction, Eneva will be assuming the current debt of Centrais Elétricas de Sergipe, the 100% owned subsidiary of CELSEPAR.
The transaction is expected to close in the second half of 2022.
The Milbank team was led by Global Corporate partner Dean Sattler and Global Project, Energy, and Infrastructure Finance partner and practice group leader Dan Bartfeld. The team also included Global Corporate associates Benjamin Fidler, Alexander Shapos, Alex Wang, Sylvia Rosner and Ashley Kemper as well as Global Project, Energy, and Infrastructure Finance associate Rhys Howard.
