On December 29, 2022, Enel SpA announced that, following the agreement signed on September 23, 2022, its subsidiary Enel Brasil SA, controlled through Chilean listed company Enel Américas SA, had finalized the sale of its entire stake in the Brazilian power distribution company Celg Distribuição SA - Celg-D (Enel Goiás), equal to approximately 99.9% of the latter’s share capital, to Equatorial Participações e Investimentos SA (Equatorial), a subsidiary of Equatorial Energia SA.
In line with the sale and purchase agreement signed in September 2022, the closing of the sale followed the approval of the transaction by the board of directors of Enel Brasil and Enel Américas and the fulfillment of certain additional conditions customary for these kinds of transactions, including the authorization by Brazilian electricity regulator Agência Nacional de Energia Elétrica (ANEEL) and the country’s Competition Authority Conselho Administrativo de Defesa Econômica (CADE).
Enel Brasil finalized the sale of its entire stake held in Enel Goiás for a total of approximately 8.5 billion Brazilian reais (equivalent to about $1.6 billion), subject to a post-closing adjustment.
Out of the total consideration:
- Equatorial paid, for the equity portion, approximately 1.5 billion Brazilian reais (equivalent to over $285 million) on closing; and
- Enel Goiás will repay the intercompany loans, in the amount of approximately 7.0 billion Brazilian reais (equivalent to around $1.3 billion) within 12 months from the closing.
The overall transaction encompassed Enel Goiás’s (i) current cash position, (ii) third party debt, and (iii) contingencies. Additionally, the parties agreed to an earn-out payment mechanism based on the outcome of current and possible contingencies.
The transaction produced a total negative impact on profit or loss of about €1 billion.