ELETROSUL Centrais Elétricas S.A.
Rua Deputado Antônio Edu Vieira, 999 - Pantanal - CEP 88040-901 – Florianópolis – SC – Brazil
PUBLIC CALL FOR INVESTORS
Lots A and E –ANEEL Auction 004/2014
NOTICE OF PUBLIC CALL FOR INVESTORS
ANEEL Auction 004/2014
LOTS A and E
1. PURPOSE
The purpose of this Public Call is the selection of companies that may be interested in
establishing a partnership with ELETROSUL for the implementation and operation of electricity
transmission projects arising from ANEEL Auction 004/2014, Lots A and E, respectively
located in the states of Rio Grande do Sul and Mato Grosso do Sul (hereinafter, the
“PROJECTS”).
2. BACKGROUND
Eletrosul Centrais S.A. (hereinafter, “ELETROSUL”) signed, on March 6, 2015, the concession
agreements listed below with the Brazilian Electricity Regulatory Agency (ANEEL), whose
objects govern the granting of public electricity transmission services for construction,
operation and maintenance of transmission facilities resulting from the ANEEL Auction
004/2014, which should go into commercial operation by March 6, 2018.
Concession Agreement 01/2015 – Lot A, signed corporately by ELETROSUL (100%)
Concession Agreement 02/2015 – Lot E, signed in partnership by SPE Paraíso
Transmissora de Energia S.A., formed by the companies Elecnor Transmissão de Energia
S.A. (51%), Copel Geração e Transmissão SA (24.5%) and ELETROSUL (24.5%). Elecnor
and Copel companies are transferring their shares to Eletrosul, which will retain a 100% stake
in SPE.
ELETROSUL is promoting this call process for the selection of investors (hereinafter, the
“COMPANIES”) that are interested in acquiring a 51-75% equity interest in the PROJECTS,
individually or in the form of a group of investors (hereinafter, the “CONSORTIUM”). The
selected companies shall compose distinct SPEs for lots A and E, alongside ELETROSUL for
subsequent transfer of concessions by ANEEL.
3. THE PROJECTS
LOT A consists of the following facilities in the state of Rio Grande do Sul:
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ELETROSUL Centrais Elétricas S.A.
Rua Deputado Antônio Edu Vieira, 999 - Pantanal - CEP 88040-901 – Florianópolis – SC – Brazil
PUBLIC CALL FOR INVESTORS
Lots A and E –ANEEL Auction 004/2014
Sub-lot A1
– SE 525/230/138 kV Capivari do Sul
– LT 525 kV Capivari do Sul – Gravataí
– LT 230 kV Capivari do Sul – Viamão 3
– LT 525 kV Guaíba 3 – Capivari do Sul
Sub-lot A2
– SE 230 kV Osório3
– LT 230 kV Osório 3 – Gravataí 3
– SE 230/69 kV Porto Alegre 1 (Isolated at SF6)
– LT 230 kV Porto Alegre 8 – Porto Alegre 1 (Underground)
– LT 230 kV Porto Alegre 12 – Porto Alegre 1 (Underground)
– SE 230/138 kV Vila Maria
Sub-lot A3
- SE 230 kV Livramento 3 – Comp. Synchronous
- SE 230 kV Maçambará 3
- TL 230 kV Livramento 3 – Alegrete 2
- TL 230 kV Livramento 3 – Santa Maria 3
- TL 230 kV Livramento 3 – Cerro Chato
- TL 230 kV Livramento 3 – Maçambara 3
Sub-lot A4
– SE 525/230 kV Guaíba 3
– LT 525 kV Guaíba 3 – Gravataí
– LT 230 kV Guaíba 2— Guaíba 3 C1 and C2
– LT 525 kV Santa Vitória do Palmar – Marmeleiro C2
– LT 525 kV Povo Novo – Guaíba 3 C2
– LT 525 kV Marmeleiro – Povo Novo C2
– LT 525 kV Nova Santa Rita — Guaíba 3 C2
– LT 525 kV Candiota 2 – Guaíba 3, CD
– SE 525/230 kV Candiota 2
LOT E consists of the following facilities in the state of Mato Grosso do Sul:
– LT 230 kV Campo Grande 2 – Paraíso 2 – C2
– LT 230 kV Paraíso 2 – Chapadão – C2;
– SE 230/138 kV Paraíso 2
4. PARTICIPATION
a) The COMPANIES shall fully meet the conditions established by Eletrosul in this Public
Call and by the regulatory agency (ANEEL).
b) The COMPANIES, alone or in a CONSORTIUM, shall have the following conditions to
fulfill the participation alongside ELETROSUL:
I.
Presenting General Liquidity (LG) and Current Liquidity (LC) Ratios equal to or
greater than 0.5 (five tenths).
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ELETROSUL Centrais Elétricas S.A.
Rua Deputado Antônio Edu Vieira, 999 - Pantanal - CEP 88040-901 – Florianópolis – SC – Brazil
PUBLIC CALL FOR INVESTORS
Lots A and E –ANEEL Auction 004/2014
II.
The COMPANY/CONSORTIUM shall have a Minimum Paid-In Capital Stock in
the amount defined in the table below, which shall be proven by submission of
financial statements, pursuant to Act 6,404/1976.
LOT
MINIMUM CAPITAL STOCK
A
R$327,676,694.00 (three hundred and twenty-seven million, six hundred and
seventy-six thousand, six hundred and ninety-four reais).
E
R$19,609,723.00 (nineteen million, six hundred and nine thousand, seven
hundred and twenty-three reais).
c) The Capital Stock of the foreign COMPANY.
d) ELETROSUL may choose to compose the SPEs with more than one COMPANY among
those that are interested in this Public Call.
e) Foreign COMPANIES shall comply with the Brazilian law regarding the performance of
their activities in Brazil and capital inflow.
5. THE PROCEDURE
The process associated with this Public Call shall be developed in stages, as shown in the
table below.
STEP
STEPS
RESPONSIBILITY
1
REGISTRATION OF INTERESTED COMPANIES AND
REFERRAL OF INFORMATION TO ELETROSUL
COMPANIES
2
PRE-SELECTION, DOCUMENT ANALYSIS AND
INTERVIEWS
ELETROSUL
3
BUSINESS PROPOSITION DELIVERY AND
GUARANTEE TRANSFER
COMPANIES
4
PARTNERSHIP DEFINITION
ELETROSUL
5
PARTNER ENTRY
COMPANIES
CLARIFICATIONS ON THE STEPS:
STEP 1 – REGISTRATION OF INTERESTED COMPANIES AND REFERRAL OF
INFORMATION TO ELETROSUL
Performed by the COMPANIES by submission of the documents and information contained in
the Notice of Public Call available on the Eletrosul website (www.eletrosul.gov.br) in a digitized
(non-editable) file to the e-mail [email protected] by November
13, 2015:
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ELETROSUL Centrais Elétricas S.A.
Rua Deputado Antônio Edu Vieira, 999 - Pantanal - CEP 88040-901 – Florianópolis – SC – Brazil
PUBLIC CALL FOR INVESTORS
Lots A and E –ANEEL Auction 004/2014
a) REGISTRATION FORM – Identification of the COMPANY and indication of contact details
for interaction during the Public Call.
b) LIST OF QUALIFICATION DOCUMENTS – Assessment of economic and financial
qualification requirements.
c) QUESTIONNAIRE – Information aimed at defining the profile of the COMPANY and
investment history in Brazil and abroad, among others.
By registering, the COMPANY states that it is interested in establishing a partnership with
ELETROSUL in accordance with the principles set out in this Public Call process. Companies
wishing to appear in CONSORTIUM shall make their registration at the Public Call individually.
The CONSORTIUM formation should be demonstrated by a duly notarized Consortium
Constitution Agreement.
STEP 2 – PRE-SELECTION, DOCUMENT ANALYSIS AND INTERVIEWS
ELETROSUL, in possession of the information received, shall perform the pre-selection of the
interested companies, and may request documents, additional information and clarifications as
deemed necessary. The pre-selected COMPANIES may be invited, at the discretion of
ELETROSUL,
to
take
part
in
the
meeting/interview
and
shall
hereby
sign
a
CONFIDENTIALITY AGREEMENT as a precondition for the provision of the detailed
information of the PROJECTS.
STEP 3 – BUSINESS PROPOSITION DELIVERY AND GUARANTEE CONTRIBUTION
At the discretion of ELETROSUL, the COMPANIES/CONSORTIUMS pre-selected in STEP 2
shall develop and deliver a BUSINESS PROPOSITION to ELETROSUL via email to
[email protected]
within
25
(twenty-five)
days
from
the
communication made by ELETROSUL. The proposition should be presented according to the
template to be provided by ELETROSUL and include information and aspects that the
interested party deems relevant to the business model being proposed, as well as
demonstrating the ability to implement the PROJECT.
The COMPANIES pre-selected in STEP 2 shall provide a BID SECURITY contribution
amounting to one percent (1%) of the investment amount provided by ANEEL (as shown in the
table below), in proportion to the desired participation in the future SPE, at 51-75%. The
voucher of the BID SECURITY contribution shall be delivered to ELETROSUL alongside the
BUSINESS PROPOSITION.
LOT
A
TOTAL INVESTMENT AMOUNT (ANEEL)
R$3,276,000,000.00 (three billion, two hundred and seventy-six million reais)
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ELETROSUL Centrais Elétricas S.A.
Rua Deputado Antônio Edu Vieira, 999 - Pantanal - CEP 88040-901 – Florianópolis – SC – Brazil
PUBLIC CALL FOR INVESTORS
Lots A and E –ANEEL Auction 004/2014
E
•
R$197,000,000.00 (one hundred and ninety-seven million reais)
THE BID SECURITY SHALL BE PROVIDED UNDER IN ONE OF THE FOLLOWING
MODALITIES:
I.
Cash Deposit (in reais)
II.
Performance Guarantee
III.
Bank Guarantee
IV.
Public Debt Securities
a) The Bid Security shall not be issued by a company of the same economic group or a
parent company, subsidiary or affiliate of the COMPANY.
b) In case of Cash Deposit, the deposit shall be made to the bank account owned by
ELETROSUL at Banco do Brasil, Branch 3125-9, Checking Account 77006-X.
c) In case of Insurance Guarantee, it shall be in accordance with SUSEP Circular477, of
September 30, 2013.
d) In case of Bank Guarantee, those that are issued by financial institutions that are not
classified between the first and second levels, i.e. between “A” and “B”, in the long-term
rating scale of one of the credit rating agencies (Fitch Ratings, Moody’s or Standard &
Poor’s) will be rejected.
e) In the case of Public Debt Securities, they shall be issued in book-entry form by means of
a registration in a centralized settlement and custody system authorized by the Brazilian
Central Bank and assessed for their economic values, as defined by the Ministry of
Finance.
f)
The bid security shall not contain any exclusionary clause for any liability incurred by the
collateral taker relating to participation in this public call.
g) The bid security shall have ELETROSUL as a beneficiary and the COMPANY as a
borrower and shall remain effective for a period of 240 days from the date of submission
of the proposal, being kept under the conditions set out in this notice and being renewable
for a new period of 120 days.
h) For COMPANIES participating in a CONSORTIUM, the bid security may be on behalf of
one or more consortium companies (borrowers), provided that the sum of the bids
submitted is not less than the value indicated in the table above, explicitly indicating the
name of the CONSORTIUM and all partners.
i)
In case of a CONSORTIUM, each member company may choose one of the types of
security, notwithstanding the choice of other consortium members for a different modality.
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ELETROSUL Centrais Elétricas S.A.
Rua Deputado Antônio Edu Vieira, 999 - Pantanal - CEP 88040-901 – Florianópolis – SC – Brazil
PUBLIC CALL FOR INVESTORS
Lots A and E –ANEEL Auction 004/2014
•
THE BID SECURITY SHALL BE RETURNED IN THE FOLLOWING CONDITIONS:
a) In the event of revocation or cancellation of this public call, all COMPANIES, in a period of
5 (five) business days after said revocation or cancellation.
b) To COMPANIES/CONSORTIUMS that are not selected in this public call, within 5 (five)
working days after publication of the results on the ELETROSUL website.
•
THE BID SECURITY SHALL BE EXECUTED NOTWITHSTANDING THE PENALTIES
PROVIDED BY LAW, IN THE FOLLOWING ASSUMPTIONS:
a) In case of withdrawal by the COMPANY/CONSORTIUM in the process of this Public Call.
b) In the event that the COMPANY/CONSORTIUM practices any acts aiming to frustrate the
objectives of this Public Call.
c) If the COMPANY/CONSORTIUM fails to submit the documents required for the grant
within the time limit, including SPE incorporation documentation.
d) If the COMPANY/CONSORTIUM fails to keep the bid security under the conditions
defined in this notice.
e) If the selected COMPANY/CONSORTIUM fails to sign the amendment to the Concession
Agreement.
STEP 4 – PARTNERSHIP DEFINITION
ELETROSUL, taking into account the minimum requirements in this notice and based on the
information and documents received in the steps of this Public Call, shall examine the
proposals received and decide for the implementation or non-implementation of the
partnership, which shall occur through its own negotiation and legal instruments.
STEP 5 – ENTRY OF PARTNER COMPANY(IES)
After choosing the COMPANY(IES) that will compose the partnership with ELETROSUL, the
corporate structure of the SPEs and the Shareholders’ Agreement shall be created and/or
restructured within 45 days from the communication of the result this Public Call by
ELETROSUL.
Following completion of the above step, the following procedures shall be adopted:
a) Request of prior approval from ANEEL to implement the transaction within 5 (five) days.
b) Notification to the Administrative Board for Economic Defense (CADE) of the operation
within 5 (five) days.
c) The COMPANIES selected by Eletrosul shall make the contributions required to pay up
their proposed participation in accordance with the following procedure:
•
ELETROSUL shall pay in the capital by allocating all payments already accounted for
PROJECTS alongside the SPEs.
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ELETROSUL Centrais Elétricas S.A.
Rua Deputado Antônio Edu Vieira, 999 - Pantanal - CEP 88040-901 – Florianópolis – SC – Brazil
PUBLIC CALL FOR INVESTORS
Lots A and E –ANEEL Auction 004/2014
•
The selected COMPANY shall pay in its contributions in cash, in order to compose the
proposed equity interest, having as parameter the resources already accounted for by
ELETROSUL.
d) Installation of the SPE headquarters within 30 days in the city of Florianópolis (SC).
6. FINAL PROVISIONS
a) Any data and/or information generated in the process, considering its strategic importance
for ELETROSUL, shall be treated as confidential by the COMPANY and its employees.
b) The communication between ELETROSUL and the COMPANIES shall be carried out by
e-mail, and with an unlimited validity for all purposes and effects of law. Thus, the email
address provided by the COMPANY in the “Contact Details” field of the Registration Form
shall
be
considered
for
this
purpose.
For
ELETROSUL,
the
email
address
[email protected] shall be considered.
c) The COMPANIES interested in participating in this Public Call shall be aware that
participation in this process creates no bond or obligation by ELETROSUL regarding the
establishment of partnerships.
d) ELETROSUL reserves the right to conduct audits, including compliance audits, for
companies that are interested in this public call, requiring them to provide access to their
premises and any necessary information.
Additional clarification on this Public Call may be obtained by request sent to the email
[email protected].
Florianopolis, October 5, 2015.
THE BOARD
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