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VdA Vieira de Almeida

AV DUARTE PACHECO, 26, 1070-110 LISBOA, PORTUGAL
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Work +351 21 311 34 00
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Fax +351 21 311 34 06
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www.vda.pt
Lisbon, Oporto

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VdA advises on purchase of Enersis

December 2008

Vieira de Almeida & Associados provided legal advice for the purchase of the wind farm portfolio of (the former) Enersis (which represents more than 25% of the wind farm energy market in Portugal), from the Australian group Babcock & Brown (B&B), in a transaction worth more than € 1,2 billion.

VdA took part in all phases of the process from the very beginning, including the structuring of the acquisition proposal that would eventually turn out to be the winning bid, the putting together of purchasing shareholder consortium, the financing of the acquisition transaction and of the those projects currently underway and the maintenance in place of the financing extended for those wind farm energy production projects already in existence, right through to the closure of the transaction with its raft of final agreements.This transaction brought together various areas of practice at VdA, including M&A/Private Equity, which took on the responsibility for assembling the proposal and supporting the consortium that would turn out to be the winning bidder, the area of Projects/Energy, which undertook the process of Due diligence for the selling company (revision of the conditions of sale, in particular regulatory aspects and energy rights) and also included the Banking & Finance area, which provided legal advice to the borrower in the context of this transaction.The purchase of the wind farm portfolio of (the former) Enersis to B&B represents the largest ever private equity transaction in Portugal and brought together a group of Portuguese private investors - an appointed consortium, Iberwind, led by Magnum Capital which includes Multipower, Espírito Santo Capital, ECS – Venture Capital, Gotan SGPS, MADRE SGPS and FJORD – as well as the Australian sellers themselves.

This meant the involvement of various legislations and the legal cooperation of a variety of national law firms and international ones belonging to the Magic Circle, owing to the fact that the legal advice to the purchasers was provided by both VdA and Linklaters, the latter being responsible for English law aspects of the transaction. Clifford Chance and PLMJ also participated in the transaction (for the sellers), and MLGTS (providing advice to the banks financing the transaction). Under the leadership of Paulo Olavo Cunha, Vanda Cascão and Pedro Cassiano Santos, the VdA team working on this transaction was made up of a total of 15 lawyers from the areas of M&A, Banking&Finance, Projects & Energy plus Commercial and Corporate support area.

The relative complexity of the transaction, the rich variety of the entities involved, as well as the levels of finance involved in the project constituted a major challenge, which demanded huge internal coordination and total commitment on the part of VdA, culminating – after all parties involved had undertaken a veritable marathon of effort and concentration - in the successful completion of this transaction, carried out on VdA’s premises in Lisbon on 14th November 2008.

For more information please visit www.vda.pt

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