Enel Green Power S.p.A. closed the sale to power company Atlantica Yield of Enel Green Power Uruguay S.A.

Enel Green Power S.p.A. (“EGP”) closed the sale to power company Atlantica Yield of its fully-owned subsidiary Enel Green Power Uruguay S.A. (“EGP Uruguay”), which owns through its project company Estrellada S.A. the 50 MW Melowind wind farm located in Cerro Largo, around 320 km away from Montevideo.

The transaction is part of the disposal programme of non-core assets provided for in the Enel Group’s active portfolio management plan. This strategy allows for the reallocation of resources to areas with a greater growth margin and potential for the Group.

The Melowind farm sells its electricity output to the state-owned power company UTE (Administración Nacional de Usinas y Trasmisiones Eléctricas), which manages the transmission, distribution and sale of electricity in Uruguay, under a 20-year power purchase agreement (PPA).

Atlantica Yield Plc owns a diversified portfolio of contracted renewable energy, efficient natural gas, electric transmission and water assets in North and South America, and certain markets in Europe, the Middle East and Africa (EMEA). In Uruguay the company already owns two wind farms for a total capacity of 100 MW.

Enel Green Power is the Enel Group’s business line dedicated to the development and operation of renewables across the world, with a presence in Europe, the Americas, Asia, Africa and Oceania. Enel Green Power is a global leader in the green energy sector with a managed capacity of around 43 GW across a generation mix that includes wind, solar, geothermal and hydropower, and is at the forefront of integrating innovative technologies into renewable power plants.

Jiménez de Aréchaga advised Atlántica Yield (buyer) in the acquisition, performing the due diligence of the target company, advising throughout the bidding contest convened by the vendor, advising in the drafting of the Non-Binding and Binding Offers, and in the negotiation and closing of the stock purchase agreement.

Jiménez de Aréchaga also devoted a second team to this transaction, which advised Santander (Spain) and Santander (Uruguay) in a project finance transaction whereby a US$ 82,6 million facility was granted to Estrellada S.A. in order to payoff certain construction loans taken out by the company.

According to Jiménez de Aréchaga’s partner Nicolás Herrera Alonso, who led the M&A team, “the transaction involved a bidding contest where the seller uploaded a vendor-friendly draft share purchase agreement to the data room, and as counsel to one of the bidders we had to be protective enough to raise the legal issues faced by our client, as in any transaction, but at the same time, selective enough in order to not thwart its changes of being the selected bidder. This required a high-degree of prioritization”.

Fernando Jiménez de Aréchaga (jr), the partner at Jiménez de Aréchaga who led the Project Finance team in this transaction, pointed out that “articulating the closing of an M&A transaction with a project financing in just one month of intense work was definitely the biggest challenge faced in the transaction, but the experienced project finance team of the firm was up to the challenge and made it happen.”

FERRERE advised Enel Green Power (vendors) performing a vendor legal due diligence and advised Enel in all legal aspects of the deal (creating the data room, drafting and negotiating Non-Disclosure Agreements, Non-Binding and Binding Offers, the Share Purchase Agreement, etc.). FERRERE also assisted Enel in organizing the asset for its sale.