We advised Central Puerto in the acquisition of Enel Group’s shareholding in Enel Generación Costanera S.A., Inversora Dock Sud S.A. and Central Dock Sud S.A.
Bruchou & Funes de Rioja acted as legal advisors to Central Puerto (“CEPU”) and Pérez Alati, Grondona, Benites & Arntsen (“PAGBAM”) acted as legal advisors to Enel Argentina S.A. and Enel Américas S.A. (collectively, “Enel”) in the purchase by CEPU of Enel’s participation in (i) Enel Generación Costanera S.A., and (ii) Inversora Dock Sud S.A. and Central Dock Sud S.A.
The purchase of 75.68% of the share capital and votes of Enel Generación Costanera S.A. by Proener S.A.U., a subsidiary of CEPU, was signed and closed on February 17, 2023. The acquisition of control of Enel Generación Costanera S.A. will require, as well, the launching of a public tender offer for the remaining shares of Enel Generación Costanera S.A.
Furthermore, on February 17, 2023, Proener S.A.U. and Enel also entered into a stock purchase agreement, by means of which, subject to the satisfaction of certain conditions precedent: (i) Enel Américas agreed to sell to Proener S.A.U. its interest in Inversora Dock Sud S. A. representing 57.14% of the capital stock and votes of such company, and (ii) Enel Argentina agreed to sell to Proener S.A.U. its interest in Central Dock Sud S.A. representing 0.24% of the capital stock and votes of such company. It is worth noting that Inversora Dock Sud S.A. has a controlling interest in Central Dock Sud S.A. representing 71.78% of the capital stock of the latter company.
CEPU, a public company listed in Bolsas y Mercados Argentinos S.A. (BYMA) and the New York Stock Exchange (NYSE), is one of the main power generators in Argentina.
Enel Americas S.A., a public company listed in the Chilean Stock Exchange, is one of the largest private power companies in Latin America, with an installed capacity of 15,993 MW at the end of September 2022, supplying more than 26.6 million customers.
Bruchou & Funes de Rioja advised CEPU through an interdisciplinary team led by members of the Mergers & Acquisitions team, including partner Mariano Luchetti and associates Nicolás Dulce, Stefania Ferro, Nicolás Yaryura Tobías and Manuela Bobrowski, with the support of María Lucila Winschel, Youssef El Chaer and Ezequiel Castello, from the Companies Law & Corporate Governance team, and Gabriel Lozano, from the Competition & Antitrust Law team. Additionally, in relation to the public tender offer to be launched, CEPU was advised by partner José Bazan and associates Manuel Etchevehere and Facundo Martín Suarez Lon of the Banking & Capital Markets team.
CEPU was also advised in-house by José Manuel Pazos, María Justina Richards and Juan Mateo Rollan.
Pérez Alati, Grondona, Benites & Arntsen (PAGBAM) advised Enel through the M&A team led by partners Mariano F. Grondona, P. Eugenio Aramburu, Tomás Perez Alati and Maria Gabriela Grigioni, and associates Nicanor Berola, Nahuel Pérez de Villareal, Lucia Campos and Camila Ramunni. Further, Enel was advised by partner Facundo Fernandez Santos on tax matters related with the transaction.
Enel was advised in-house by Monica Diskin.