Norton Rose Fulbright has advised renewables energy giant Enel Green Power S.p.A. ("EGP"), on the agreements with the Canadian institutional investor Caisse de dépot et placement du Québec ("CDPQ") and the investment vehicle of the leading Mexican pension funds CKD Infraestructura México S.A. de C.V. ("CKD IM") on the sale of 80 percent of the share capital of a newly formed Mexican holding company ("Holdco"). Holdco indirectly owns a portfolio comprising 8 renewable energy projects with a total generating capacity of 1.7 GW.
The transaction, being conducted using an innovative Build, Sell and Operate (“BSO”) model, is worth USD 1.35 billion (with an enterprise value of the Holdco of USD2.6 billion). The closing of the transaction is subject to a number of pending ordinary conditions and receipt of the necessary authorisation from the Mexican antitrust authorities, which is expected by the end of 2017.
The portfolio consists of approximately 1 GW of solar projects under construction (Villanueva I (427 MW), Villanueva III (327 MW) and Don José (238 MW)) as well as about 0.7 GW of wind projects, of which 3 are operating projects (Dominica (200 MW), Palo Alto (129 MW) and Vientos del Altiplano (100 MW)) and two are under construction (Amistad (198 MW) and Salitrillos (93 MW)).
EGP will complete the construction, procure the project financing of and continue to operate the projects through two newly formed subsidiaries. In addition, from January 1st, 2020, EGP may transfer additional projects to Holdco, as such increasing its interest in Holdco until it becomes the majority shareholder.
Following the closing in Mexico, Enel will retain direct control of approximately 300 MW of capacity already installed, represented by the wind plants of Stipa Nayaa (74 MW), Zopiloapan (70 MW) and Sureste (102 MW), and the hydroelectric plants of El Gallo (30 MW), Chilatan (12 MW) and Trojes (8 MW), as well as the solar plant COP 16 (134 kW).
The Norton Rose Fulbright team working on the transaction was led by Milan-based partner and head of the Italian project finance and energy practices, Arturo Sferruzza, with assistance from New York based corporate partner Kessar Nashat and project partner Raquel Bierzwinsky, Mexico City based project partners Hernán González Estrada and Mario Piana, senior associates Luigi Costa (Milan), Hannah Logan (London), and associates Yamilet Echeverria (New York), Santiago Ross (London), Carlos Campuzano and David Rajunov (Mexico City), Lisa Rancitelli and George Sismey-Durrant (Milan).
The team will continue to work through completion of the sale transaction and the project financing of the five projects under construction.
The in-house legal team advising on the transaction was led by General Counsel Edgar Miller and was coordinated by senior counsel Lara Guidotti, Latin America General Counsel DanielMuñoz, senior lawyer Rogelio Valles and finance lawyer Simona Florio.
Arturo Sferruzza, commented:
“This large value and complex transaction has reached an important milestone. The innovative BSO model, which we helped Enel implement, has proven to be a good tool for Enel to create strategic partnerships for the development and financing of its large and diversified portfolios of renewables projects in Mexico and to accelerate its growth. We will continue working with Enel in the implementation of its strategic plan in Mexico, as well as help it explore other opportunities to grow its global pipeline of renewable projects.”
