New Fortress Energy Inc. (“NFE”) announced that it has, along with its joint venture partner Ebrasil Energia Ltda. and its shareholders (“Ebrasil”), entered into a definitive Share Purchase Agreement (“SPA”) with 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 (approximately $1.29 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. (“CEBARRA”), 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) (the “Enterprise Value”). Pursuant to the terms of the transaction, Eneva will be assuming the current debt of Centrais Elétricas de Sergipe (“CELSE”), the 100% owned subsidiary of CELSEPAR.
“We look forward to maintaining a long-term relationship with Eneva and the CELSE Power Plant,” said Wes Edens, Chairman and CEO of New Fortress Energy. “Eneva is one of Brazil’s leading power companies and a highly capable long-term owner and operator of this critical power asset for northeast Brazil. NFE will continue to operate the Golar Nanook, a Floating Storage and Regasification Unit that remains chartered to CELSE for the next 20 years.”
“CELSE will play a critical role for Eneva’s strategy going forward. With multiple options embedded and a significant Thermal Power Plant pipeline to be developed it will allow Eneva to focus on what it does best – developing new business opportunities in Brazil having the access to gas as a cornerstone,” said Pedro Zinner, CEO of Eneva. “This can be the beginning of a very fruitful and long-lasting relationship between two companies which have complementary roles in the gas value chain.”
Subject to satisfying certain covenants and closing conditions, including approval by Eneva’s shareholders, the Brazilian antitrust agency and the receipt of necessary consents, the transaction is expected to close in the second half of 2022. Accounting for NFE’s 50% ownership of CELSEPAR, the transaction is projected to generate proceeds to NFE of approximately $550 million USD following the paydown of certain debt and other liabilities and net of transaction expenses.