Santiváñez Abogados has helped the hydroelectric power subsidiary of Peruvian cement maker Unacem acquire local generation company Termochilca for US$141 million, while also assuming all of that company’s debt.
Payet, Rey, Cauvi, Pérez Abogados led the legal advice to the target and seller’s side. The firm advised the target and Peruvian bank La Fiduciaria, which manages the trust that Termochilca’s selling shareholders used to divest all of their interest.
The same Payet team also advised a set of banks that were senior creditors of loans previously issued to Termochilca, which Unacem’s subsidiary – Compañía Eléctrica El Platanal (Celepsa) – acquired through the deal. Garrigues (Peru) was counsel to one of those lenders, Scotiabank.
Rebaza, Alcázar & De Las Casas advised Celepsa’s selling shareholders, the names of which remain confidential.
Philippi Prietocarrizosa Ferrero DU & Uría (Peru) helped an investment fund owned by finance group Macro-Infraestructura, which divested Termochilca’s subordinated bonds in the deal.
The transaction was signed on 19 January and is pending approval from Peruvian antitrust authority Indecopi.
Celepsa acquired Termochilca’s entire capital stock from an investment trust managed by La Fiducaria, through which all of the power company’s controlling shareholders divested their shares.
The buyer also assumed Termochilca’s outstanding debt, including two project financing packages it obtained in 2011 and 2015, respectively. The lenders assigned the outstanding loan facilities to the Unacem subsidiary.
The energy plant transferred its subordinated bonds too, making a private placement of the notes from Macro-Infraestructura’s investment fund. Celepsa acquired that debt too.
M&A partner Roberto Santiváñez, who led the Santiváñez team, told Latin Lawyer that the acquisition is likely one of the largest acquisitions of distressed assets to take place in Peru’s energy sector for over 25 years. He added that the complexity of the deal structure, which included the private placement of shares and the transfer of liabilities, made the legal work highly complex.
The deal comes after several refinancing deals, through which Termochilca and its controlling shareholders have reorganised the company’s finances in order to fund its power plant operations over the years.
The main asset controlled by Termochilca is the 300-megawatt Santo Domingo de los Olleros gas-fired power plant. The latest transaction hands the buyer the facility, which is based in the central Peruvian province of Cañete, and doubles Celepsa’s overall installed capacity to over 600 megawatts.
Unacem subsidiary Celepsa also manages the El Platanal and Marañón hydroelectric plants, which are located in the Peruvian states of Cañete and Yauyos, respectively. Combined they have an installed capacity of 239 megawatts. Unacem is one of Peru’s largest cement producers.
Counsel to Celepsa and Unacem
Santiváñez Abogados
Partners Roberto Santiváñez, Cesar Delgado and Guillermo Auler, counsel Oscar Eyzaguirre and Milagros Fernandez, and associates Abel Venero, Luigi Rossini, Percy Samaniego and Rosa Luna-Victoria
Counsel to Termochilca and La Fiduciaria
In-house counsel to La Fiduciaria – Diego Uribe, Javier Espinoza, Gabriela Soto and Fernanda Valdivia
Payet, Rey, Cauvi, Pérez Abogados
Partner Susan Castillo and associates Carla Sinchi and Enrique Zevallos
Counsel to Scotiabank Perú, Banco de Crédito del Perú and Corporación Financiera de Desarrollo
Payet, Rey, Cauvi, Pérez Abogados
Partner Susan Castillo and associates Carla Sinchi and Enrique Zevallos
Counsel to Scotiabank Perú
Garrigues (Peru)
Partner Sergio Amiel, senior associate Carolina Perez and associate Stefano Valer
Counsel to Termochilca’s shareholders
Rebaza, Alcázar & De Las Casas
Partners Gonzalo De Las Casas, José Jiménez and Daniel Gonzáles, and associate María José García
Counsel to Macro-Infraestructura
Philippi Prietocarrizosa Ferrero DU & Uría (Peru)
Partners Antonio Guarniz and Guillermo Ferrero, and associates Victor Abad and Jacqueline Febres.
This article was updated on 22 February 2023 to include PPU’s counsel to Macro-Infraestructura.
