Jones Day advised ENGIE-led consortium on Latin Lawyer's M&A Deal of the Year (Private)
The $8.6 billion acquisition of Transportadora Associada de Gás SA (TAG), on which Jones Day provided advice to the Engie-led consortium bid winner, was named M&A Deal of the Year (Private) by Latin Lawyer.
Latin Lawyer's editorial team selected winners from more than 400 nominations. All deals under consideration had to have closed in 2019. "The winning deals all exhibited truly novel legal work at a level of complexity that broke new parameters in the jurisdictions they occurred in," according to Latin Lawyer. "Their impact and significance are evident well beyond the negotiating table."
Jones Day advised ENGIE in the $8.6 billion acquisition and related financing of 90% of Transportadora Associada de Gás SA ("TAG"), the largest natural gas transmission network owner in Brazil, from Brazilian state oil company Petróleo Brasileiro SA (Petrobras). The financing consisted of two senior secured pari passu project finance debt facilities with layered tenors including a $2.45 billion international syndicated loan facility governed by New York law and the local issuance of R$14 billion ($3.6 billion) in debentures governed by Brazilian law. The international and local debt facilities together constitute the largest acquisition financing ever in Brazil and is among the largest successfully closed hybrid acquisition and project financings in Latin America. The transaction is the largest cash acquisition and privatization in Brazil.
The winning offer for the 90% equity stake in TAG was made by a consortium composed of ENGIE S.A, ENGIE Brasil Energia, and Caisse de dépôt et placement du Québec (CDPQ), after a competitive bidding process. Petrobras will maintain a 10% equity stake in TAG.
To date, the TAG transaction has received the following awards: LatinFinance Cross-Border M&A Deal of the Year; LatinFinance Oil & Gas Financing Deal of the Year; Project Finance International (PFI) Deal of the Year-Americas: Infrastructure Investor Global Deal of the Year; IJ Global M&A Deal of the Year – Americas; Proximo Oil & Gas Acquisition Deal of the Year; and International Financial Law Review (IFLR) M&A Deal of the Year at the IFLR Americas Awards, which recognizes legal innovation in cross-border transactions.
Marcello Hallake and S. Wade Angus led the Jones Day M&A team, which included Violeta Libergott, Tamara Ribeiro, and Catarina Freitas. Robert da Silva Ashley and I. Lewis H. Grimm led the Jones Day financing team, which included John Nogueras.