Asset – Lagoa Nova Transmissão de Energia Elétrica S.A
On March 13, 2020, the Company disclosed a Notice to the Market informing the conclusion on this date, after the fulfillment of all the preceding conditions, the acquisition of 100% of the shares representing the total and voting capital of Rialma Transmissora de Energia I S.A. ( “Rialma I”), through the payment of the total amount of R $ 60,482,000.00, after the adjustments resulting from the variation of the working capital balances and net debt between the base date (June 30, 2019) and the closing date of the transaction (March 13, 2020). The Extraordinary General Meeting held on March 13, 2020 approved the change of the corporate name of Rialma I, which was renamed Lagoa Nova Transmissão de Energia Elétrica S.A.
The completion of the transaction resulted in the acquisition of an asset located in the State of Rio Grande do Norte, interconnected with one of Taesa’s substations – SE Lagoa Nova of Paraíso Açu Transmissora de Energia S.A. -, allowing operational advantages in maintaining the new asset, and consequently, contributing to the Company’s growth plan and its consolidation in the Brazilian transmission sector. Lagoa Nova comprises the 230kV transmission line Lagoa Nova 11 – Currais Novos 11, double circuit, with an extension of 28 km and Annual Permitted Revenues (RAP) of R$ 12.8 million (2020-2021 cycle).
The table below shows a summary of the transaction:
(1) Value of RAP (Annual Revenue Allowed) for the 2020-2021 cycle, considering the stake acquired by TAESA
Assets of Âmbar Energia
On February 14, 2020, the Company disclosed a Material Fact informing the conclusion of the acquisition of 100% of the shares representing the total and voting capital of São João Transmissora de Energia S.A. and São Pedro Transmissora de Energia S.A., through the payment of R$ 753,168,061.88, under the terms of the Contract, after the fulfillment of the suspensive conditions applicable to the acquisition.
The conclusion of the acquisition of 51% of the shares representing the total and voting capital of Triângulo Mineiro Transmissora de Energia S.A. and Vale do São Bartolomeu Transmissora de Energia S.A. is still subject to compliance with the respective suspensive conditions.
In the Material Fact released on December 17, 2018, the Company announced the signing of a Share Purchase Agreement with Âmbar Energia Ltda. and Fundo de Investimento em Participações Multiestratégia Milão, with the purpose of acquiring the four assets mentioned above by the Company, for the amount of R $ 942,537,000.00 (base date: December 31, 2018).
The completion of the transaction will result in the acquisition of important strategic assets, totaling R$ 137.9 million in RAP² and 1,227 km in extension, located in the areas in which the Company operates, providing great geographical complementarity with TAESA’s concession portfolio and therefore contributing to its growth plan and consolidation in the Brazilian transmission sector.
The table below shows a summary of the transaction:
(1) Closing acquisition value – 2/14/2020
(2) Net Debt Amount on 12/31/2018
(3) Regulatory EBITDA estimated for 2019.
(*) On the closing date of the acquisition, Taesa paid the gross debt of these assets in the amount of R $ 242.7 million.
(1) Base date: 12/31/18
(2) Amount of RAP (Annual Permitted Revenues) for the 2020-2021 cycle, considering the stake acquired by TAESA.
(3) Net Debt amount excludes the reserve account.
(4) Regulatory EBITDA estimated for 2019.
Eletrobras Auction 01/2018
On September 27, 2018, TAESA took part in the auction held by Centrais Elétricas do Brasil (Eletrobras) (Auction no. 01/2018) – see Material Fact –, where it submitted bids in lots L (Brasnorte), M (Transmineiras), N (ETAU), and P (Centroeste). For batches L, N and P, these were the only bids submitted, and, therefore, there were not competing offers. In October 2018, the Company notified Eletrobras of the exercise of its preemptive right over the SPEs belonging to lot M, as provided for in the call for bids and in strict accordance with the provisions of the Transmineiras shareholders’ agreements. In November 2018, Eletrobras approved the acquisition of TAESA in lots M (Transmineiras) and in January 2019, in lots L (Brasnorte) and N (ETAU), thereby closing the formal auction process. As a result, the Company entered into agreements for the purchase and sale of Eletrobras’ shareholdings in Brasnorte, ETAU and Transmineiras, obtaining the necessary prior approvals from the Administrative Council for Economic Defense (CADE).
On April 29, 2019, TAESA concluded the acquisition of lot N and, on May 31, 2019, the Company concluded the acquisition of lots L and M. See below for further details of the transaction:
(1) RAP related to the acquired stake (2020-2021 cycle).
(2) Considers direct interest of 49% and indirect interest of 4.9982% via subsidiary ENTE.
On August 30, 2019, the Company disclosed a Material Fact that the Company’s Extraordinary General Meeting approved, on this date, the acquisition by the Company of 11.624% of the shares representing the total and voting capital of Brasnorte Transmissora de Energia S.A. (“Brasnorte”), through the settlement of the Share Purchase Agreement with Bipar Energia, Telecomunicação e Industria Metalúrgica S.A. (“Bipar”), for the amount of R$ 17,654,000.00, subject to the adjustments provided in the Agreement. Also on this date, the Agreement with Bipar was signed, and the Acquisition was concluded through the payment of R$ 18,023,923.47, after the proper adjustments.
After the conclusion of this operation, the Company, which previously held 88.376% of shareholding interest in Brasnorte, now holds 100% of Brasnorte’s total shares.