RELEVANT ASPECTS RELATING TO WIND POWER PROJECT

RELEVANT ASPECTS RELATING TO WIND POWER PROJECT FINANCING
José Ribeiro do Prado Júnior, Bruno Janikian Racy and Matheus Wassano Ishigaki
Machado Meyer Sendacz e Opice Advogados
Infrastructure Department
[email protected], [email protected],
[email protected]
I.
INTRODUCTION
The purpose of this paper is to present an analysis of certain aspects relating to wind power
financing in Brazil. It aims at presenting general historical facts of the industry, overview of
specific requirements from the National Bank for Economic and Social Development (“BNDES”)
for financing such projects, funding alternatives, and general risks associated with the sector that
are relevant for both project owners and financiers.
II.
BRIEF BACKGROUND AND POTENTIAL OF THE SECTOR
Wind power energy in Brazil had its first indication in the year of 1992, with the beginning of
commercial transaction of the first wind turbine in Brazil, as a result of the partnership established
by the Brazilian Center of Wind Power Energy and The Energy Company of the State of
Pernambuco, by means of the financing granted by the Danish research institute named
Folkecenter. Such wind turbine, with 225 Kilowatts (KW) capacity, was the first to start its
operation in South America, and it is located in the archipelago of Fernando de Noronha.
Early in the 2000’s, federal government implemented programs to stimulate the
development of the industry more broadly. During the energy crisis on 2001, the Emergency
Program of Wind Power was first implemented and then replaced by the Incentive Program for
Alternative Sources of Energy (“Proinfa”). Proinfa was created by federal law and is the starting
point for all government actions for purposes of developing renewable energy in Brazil in larger
scale. Such program aimed at strengthening the Brazilian option for supporting renewable energy
development by means of a system which is similar to a feed-in tariff system.
Among the advantages of wind power, it is possible to mention: (i) the contribution to the
sustainable development of the energy sector, (ii) diversification of the Brazilian energy matrix
and the mitigation of the hydrological risk, (iii) decrease of the dependency of fossil fuels, (iv)
reduction of environmental impacts and pollutant emission, (v) attraction of foreign investment in
the manufacturing of equipment, (vi) reduction of the implementation deadline with decrease of
over cost risk, among othersi.
The Brazilian cumulative wind power capacity on December of 2014 was 4,945 MW, divided
in the respective states: (i) Rio Grande do Norte 1,723 MW, (ii) Ceará 1,201 MW, (iii) Bahia 842
TEXT_SP 9914950v4 01/291
MW, (iv) Rio Grande do Sul 715 MW, (v) Santa Catarina 222 MW, (vi) Piauí 88 MW, (vii) Paraíba
59 MW, (viii) Sergipe 35 MW, (ix) Rio de Janeiro 28 MW, (x) Pernambuco 21 MW and (xi) Paraná
12 MW ii.
During the remainder of 2015, the positive tendency of growth for the wind power energy
sector is expected to continue. One energy auction (auction of alternative energy sources) was
already conducted on April, 2015iii, and three further energy auctions are expected to take place
which will include wind power energy. One auction (A-3 type, new energy auction) is already
scheduled to be carried out on July 2015iv.
III.
BNDES SPECIFIC REQUIREMENTS
Wind power project developers have interesting line of financing from the BNDES. In order
to qualify for such subsidized financing, owners need to purchase wind turbines ascertained by
the BNDES as having a minimum percentage of local content in its manufacturing, which would
be conducted by the manufacturer through a specific verification procedurev. For 2014 auctions,
BNDES coverage is be limited to 80% of the financed items amount (in case of medium-large
enterprises, large enterprises, public administration entities, the BNDES participation may be
extended to 90%)vi.
a)
COMMON CORPORATE STRUCTURE
Following the requirements of certain recent ACR auctions held on 2015vii and 2014viii, there
are certain entities that are generally authorized to participate in the auction of alternative energy
sources, as sellers. Further, whenever (i) a foreign legal entity individually compete in the auction
process, or competes in consortium with a local entity (in which case the latter shall be the leader
of the consortium), or (ii) a consortium is formed by a private equity investment fund (“FIP”)
and/or complementary welfare companies to also compete in the auction process, specific
purpose entities (“SPEs”) shall be incorporated in order to be granted with the authorization to
sell energy. In any event, despite the requirement set out in the applicable bidding documents, it
is common to have an SPE being incorporated to be the entity to be granted with the relevant
regulatory authorization, and to ultimately execute the relevant purchase power contract, all
project documents (including the EPC and O&M contracts), lease or purchase of the real estate,
be issued all applicable licenses, and contract the respective financing.
b)
SECURITY PACKAGE:
BNDES financings are usually granted under a solid security package, which may vary
depending on the actual structure of the transaction with the BNDES (in the case of direct
financings) or the accredited financial institutions (in the case of indirect financings through
onlending of funds, issuance of bank guarantees etc)ix.
Generally, the following guarantees / securities may be established depending on the status
of each project: (i) pledge / fiduciary assignment of shares, (ii) mortgage / fiduciary assignment of
real estate, (iii) pledge / fiduciary assignment / conditional assignment of receivables and project
documents (including the power purchase contract, EPC contracts, O&M contracts, lease
agreements, insurance policies, contractors’ guarantees, performance bonds), (iv) pledge /
fiduciary assignment of bank accounts, assets and equipment, and (v) accounts control and
TEXT_SP 9914950v4 01/291
management mechanism (including the creation of Debt Service Reserve Account, O&M
Reserve Account etc). Also, during pre-operational phases, it is common to see parent company
guarantees, bank guarantees and/or equity support (to cover project costs and/or debt) being
grantedx.
c)
GENERAL TERMS AND CONDITIONS
For 2014 auctions, BNDES is authorized to grant direct or indirect financings. In case of
direct financing, applicable rates will be composed by (i) financial cost, which minimum amount is
established by the Long Term Interest Rate (“TJLP”), a quarterly interest rate which is equivalent
to 6% (from April/2015 to June/2015), (ii) BNDES basic remuneration from 1,0% year, and
(iii) credit risk fee, equivalent to until 2,87% year, according to the credit risk of the borrower. On
the other hand, in case of indirect financing, rates will incorporate (a) financial cost, which
minimum amount is established by the TJLP, a quarterly interest rate which is equivalent to 6%
(from April/2015 to June/2015), (b) BNDES basic remuneration from 1,0% year, (c) financial
intermediation fee which may vary from 0,1% year to 0,5% year, and (d) remuneration of the
accredited institutions which will be determined among the financial institution and the borrower.
In both situations, other fees may be charged under BNDES criteriaxi. The financing shall be paid
in at least 16 years. The interest rate may be capitalized during the grace period, which will be
limited to 6 months as from the start of the commercial operation of the projectxii.
List of Main Wind Power Energy Projects which financing agreement was entered into with BNDES
xiii xiv
Party (holding or
SPEs)
SPEs
Holding
Installed capacity
160 MW
386,1 MW
258 MW
Sponsor
Contour Global
Renova Eólica
Participações S.A.
Eletrobras Eletrosul and FIP Rio
Bravo Energia I
Structure
- Long Term Loan
BNDES
- Infrastructure
Debentures
- Infrastructure Debentures
R$ 450 million
R$ 146 million
Santa Vitória do Palmar
xvii xviii xix
Asa Branca
Total Value
Alto Sertão II
xv xvi
Project
Holding (Debentures)
SPEs (Long Term Loan BNDES)
- Long Term Loan BNDES
Infrastructure Debentures:
R$ 90 million
Long Term Loan BNDES:
R$ 603.9 million
In April 2015, the Federal Government, BNDES and the Brazilian Association of Financial
and Capital Markets (“ANBIMA”) announced a package of measures in order to promote the
Brazilian capital markets, primarily for companies with a minimum rating "AA" and transaction
with a minimum amount of R$ 50 million, with an agreed term of maturity of over 48 monthsxx.
Such announcement anticipated an expected reduction of subsidized credits being granted by
the BNDES. Companies which combine the raising of funds from BNDES with an infrastructure
debentures issuance will be enable to reduce the cost of their BNDES fundingxxi. The benefit
would also apply to companies that first raise funds from the capital markets (by means of the
TEXT_SP 9914950v4 01/291
issuance of debentures) and then decide to complement its funding from a BNDES credit line. It
is estimated that the credit cost of the financed company may decrease from 1 to 2 percentage
points per year, compared with the structure without the corresponding issuance xxii.
Another measure indicated by the government includes the creation of a fund for the
purposes of guaranteeing the payment of interests relating to certain debentures (for a maximum
period of two years) arising from transactions entered into with BNDES. This measure aims to
expand the guarantees for investors that intend to acquire infrastructure debentures. Therefore,
in case of delay relating to interest payments by the issuer, the BNDES shall honor such payment
and become creditor of the issuer xxiii.
IV.
OTHER FORMS OF FINANCING WIND POWER PROJECTS
a)
PUBLIC BANKS AND/OR FINANCIAL INSTITUTIONS
Despite BNDES’s lead role, other governmental entities, multilaterals and institutional
investors are also active in Brazil’s project finance initiatives. A relevant player to consider is
Caixa Economica Federal (“Caixa”), a financial institution held by the Federal Government.
Banco do Nordeste do Brasil (“BNB”), also controlled by the Federal Government but focused on
the northeast region, has provided loans to infrastructure and energy projects on terms that could
be more favorable than those offered by BNDES. Recent examples are a major road system
concession and the country’s first hospital public private partnership (PPP), both in the
northeastern State of Bahia. Many wind power energy generation projects, for instance, have
favorable interest rates and capital structures that can achieve as much as a 90 per cent debt-toequity ratioxxiv.
Main Wind Power Energy Projects which financing agreement was entered into with BNB and Caixa
Projeto Ceará I (Parques Eólicos Praias de Parajurú,
xxvi xxvii
Praia do Morgado e Volta do Rio)
xxv
Project
Parque Eólico Alegria
Installed capacity
151,9 MW
100 MW
Sponsor
New Energy Options
Geração de Energia S.A
Indústrias Metalúrgicas Pescarmona S.A.(“IMPSA”)
and Energy Company of the State of Minas Gerais
(CEMIG)
Structure
Long Term Financing BNB
Long term Financing Caixa
Total Value
R$ 820 million
R$ 376 million
b)
INFRASTRUCTURE DEBENTURES
Another funding alternative that tends to become more popular, especially with the recent
public announcements by the Federal Government, is infrastructure debentures. Created by Law
12,431, such financing option came with a relevant tax incentive with a view at fomenting the
secondary market for local debt capital markets instruments.
TEXT_SP 9914950v4 01/291
In order to be entitled to such benefits, the relevant debentures issuance must be public
(either with broad or limited distribution efforts) and generally observe the following terms: (i) prefixed interest rate, linked to a price index or the reference rate (TR), considering that the postfixed interest rate is not allowed; (ii) weighted average maturity higher than 4 years; (iii) no
repurchase by the issuer or by a related-party within the first two years after its issuance, or
redeemed or prepaid (except as otherwise regulated by National Monetary Council); (iv) no
resale commitment by the buyer; (v) interest paid in intervals of at least of 180 days;
(vi) registered in a registration system duly authorized by the Central Bank of Brazil or by the
Brazilian Securities Exchange Commission (“CVM”); and (vii) use of proceeds in the future
payment or reimbursement of costs, expenses or debts related to investment projects, including
those focused on Research & Development (R&D), provided that reimbursements shall be limited
to certain cases and to costs, expenses or debts incurred up to 24 months prior to the closing of
the relevant issuance.
Also, as a means to qualify such issuance to the relevant tax benefits, an investment project
must be approved as a priority project by the relevant Ministry, in the following infrastructure
areas: (a) logistics and transportation; (b) public mobility; (c) energy; (d) telecommunications;
(e) radio communications; (f) basic sanitation; and (g) irrigation. The process for obtaining such
approval may vary depending on the relevant Ministry. Such processes tend, though, to require
demonstration of the connection of the project to a certain public concession, permission,
authorization, lease etc. Entities authorized to issue such debentures include concessionaires,
permitted entities, authorized entities or lessees, as well as the controlling company of any such
entity, to the extent that they are incorporated as corporations.
List of Main Wind Energy Projects relating to the issuance of debentures ICVM 476
Project
Renova
Santa Vitória do Palmar Holding S.A.
Sponsors
Renova Eólica Participações S.A
Eletrobras Eletrosul and FIP Rio Bravo
Energia I
Date of emission
November 15, 2014
June 15, 2014
Date of distribution
December 29, 2014
October 31, 2014
Total volume
Two issuances of R$73 million (total:
R$146 million)
R$90 million
Term of validity
December 15, 2025
June 15, 2028
Interest
National Wide Consumer Price Index
(IPCA)
National Wide Consumer Price Index
(IPCA)
Issuance fee
7,6054 and 7,8707, respectively,
regarding the two issuances
7,9435
xxviii
Source: Anbima’s website
c)
RISKS AND MITIGATION ACTIONS
(i)
Construction, transportation and logistics risks
TEXT_SP 9914950v4 01/291
On-site construction may not be a very relevant factor in wind power projects when
compared to other power plants, especially in turbines with steel towers. There is, though, still the
risk associated with the construction of the turbine itself, transportation to the site and logistics
(both at the factory, during transportation and on-site). Transportation and logistics difficulties
include: (i) condition of the roads, which is the most relevant way for transporting wind power
generators and other components within Brazil (particularly closer to the locations of many sites
where road conditions are inadequate); (ii) traffic restrictions for long length trucks and
complications involving reinforcement of road structures, change of signs throughout the route
etc, and (iii) construction or improvement of storage infrastructure both on-site and throughout the
route (including in the ports involved)xxix.
In order to mitigate the risk of construction in general, such projects tend to involve the
contracting of turnkey engineering, procurement and construction (“EPC”) contracts with strong
and clear provisions as to the liabilities of the EPC contractor and applicable indemnities and
warrantiesxxx. They also require the hiring of specific insurance policies considering the entire
chain of construction or supply (either by the contractor or the owner), as well as the monitoring
of the company by a specialized engineering company. Parent company guarantees by the
project owner and EPC contractors could also be implemented as a general mitigating factor.
Depending on the size of the project, creation of separate portfolios could also mitigate the risks
associated within the project.
(ii)
Environmental risks
Environmental risks associated with wind farm plants are relatively lower than with respect
to other power plants. These projects could be classified as “low environmental damage ventures
for environmental licensing purposes” by the National Environmental Council (Conama)
Resolution No. 279/2001xxxi. Therefore, in some cases (depending on the singularities of each
wind power energy project) it is possible to obtain advantages with respect to the deadlines or
procedures relating to the obtainment of environmental licenses, upon the presentation of a
simplified environmental report. Despite this, the noise originated by operating wind power
turbines is still an ongoing complaint by individuals located close to the site.
In order to mitigate it, first it is important to identify the causes for the noise. They tend to be
mechanical and aerodynamic. Aerodynamic noises are harder to prevent, especially as the
turbines work in different times of the day depending on the wind flow, and concrete measures
may include redesign of blades and distance among them. In general, this could be mitigated in
sites that are not located close to conglomerates. Mechanical noises, though, could be prevented
by proper maintenance of equipment, regular inspection by the supplier and O&M provider and
replacement of parts.
(iii)
Risk of negative deviations of generation
A relevant operational risk in wind power energy projects is the non delivery of energy in the
volume established in the agreement, due to several reasons, the most relevant ones being
(a) occurrence of winds with lower intensity than verified in the studies performed in the project
stage, and (b) unavailability of wind turbines in the top level of the reference performance
indexxxxii. Power purchase contracts tend not to have exclusion of liabilities of the project owners
in those events.
TEXT_SP 9914950v4 01/291
This demonstrates the relevance of hiring a specialized entity for performing studies on wind
power capacity of a given site, location of turbines for achieving optimal performance, defining
type of turbine and specifications for a certain location within the site, among others. Also,
depending on the nature of the event which caused the relevant deviation, EPC contractors and
insurance companies may cover the owner for the discrepancy.
(iv)
Operation and maintenance risks
Appropriate operations and maintenance of the equipment is key to ensure its performance
and delivery of the energy contracted throughout the years of the relevant power purchase
contract. Given the various equipment specifications, warranties granted by the supplier (as well
as its exclusions) and availability of replacing materials, it is common for project owners to hire
specialized companies in operating and maintaining the relevant equipment with knowledge of its
particularities. Such companies could also be part of the same group of the equipment supplier.
Mitigating factors for the adverse consequences that may pertain the operation and
maintenance of a unit include the insertion, in the relevant O&M contract, of a minimum
availability of power generation during the operation and maintenance or a certain unit and
penalties applicable for defaults arising from the operators’ actions or from the non-availability of
the equipment over a certain period of time. In specific cases and for a relevant high price it is
possible to have the contracting of insurance for loss of profits.
(v)
Connection with the transmission network risk
Issues relating to transmission and distribution of energy generated by wind power plants
could be an obstacle to many project developers, especially those located in more remote areas.
For ACR contracts, it may be possible to justify a delay in the beginning of operations based
on a third party’s fault (i.e., the one responsible for building the relevant transmission line) and
ask for an extension of the obligation to being providing energy. For ACL contracts, although
there is more flexibility for negotiating the terms and conditions for the providing of energy
between the parties involved, project owners may face difficulties in renegotiating the terms of the
relevant contract, especially the start-up date. Ultimately, the owner may need to claim
indemnification from the entity responsible for the relevant transmission line and discuss the
possibility of building the line itself.
(vi)
Real estate ownership risk
Ownership of lands where the projects will be located could be an issue for certain
developers. Discussions as to the actual title to the land, type of right that the project owner has
on such land, competent real estate registry to consolidate all registrations pertaining to the
property, existing liens, among others, may cause trouble during the implementation and
operation of a certain project.
Ways to mitigate it include full due diligence on the land, competent registries within the
region, the relevant landowners, as well as execution of proper documentation with all applicable
formalities (including registration, when applicable) with the actual landowners.
TEXT_SP 9914950v4 01/291
V.
CONCLUSIONS
Wind power energy projects have progressively increased their participation in the Brazilian
energy matrix. The federal government has been encouraging this sector, either by the
publication of new legal provisions or by creating new financing structures with incentives for the
development of industry. While the BNDES still plays an important role in the financing of these
projects, other financing sources (such as infrastructure debentures) tend to be further
implemented and pursued by the relevant project owners. Specific requirements would apply to
either financing structure, but the corresponding security package is likely to follow BNDES
standards. Despite all advantages pertaining to the choice of wind power generation when
compared to others, there are still certain risks involved which may be mitigated from the
perspective of both the project owners and financiers. Among these risks, there are construction,
logistics and transportation risks, environmental risk, deviations on generation, operation and
maintenance, among others. There are ways to mitigate all of them depending on the
particularities of each project, and the development of the sector tend to demonstrate innovative
ways to do that.
VI.
REFERENCES
[i] Sá D´Oliveira, Luis André (2011). The BNDES and the Wind Power Energy (O BNDES e a
Energia Eólica). Retrieved May 26, 2015 from the World Wide Web: http:/
www.nuca.ie.ufrj.br/gesel/apresentacoes/LuisAndre.pptx
[ii] Electric Energy Trading Chamber (2015). Bulletin of Wind Farms. Retrieved May 26, 2015
from the World Wide Web: http://www.ccee.org.br/ccee/documentos/CCEE_347310
[iii] Energy Research Company (2015). Auction of Alternative Sources 2015 negotiate energy
relating to 11 plants with negative goodwill of 1,96% (Leilão FA 2015 negocia energia de 11
usinas com deságio de 1,96%). Retrieved on May 26, 2015 from the World Wide Web:
http://www.epe.gov.br/leiloes/Paginas/Leil%C3%A3o%20de%20Energia%20de%20Fontes%20Al
ternativas%202015/Leil%C3%A3oFA2015negociaenergiade11usinascomdes%C3%A1giode1,96
.aspx
[iv] Global Wind Report. Annual Market Updated 2014: 33
[v] BNDES Website (2012). Rules regarding accreditation and financing of wind turbines (Regras
para o credenciamento e financiamento de aerogeradores). Retrieved on May 26, 2015 from the
World
Wide
Web:
http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Ferramentas_e_Normas/Credenciamento_
de_Equipamentos/credenciamento_aerogeradores.html
[vi] BNDES Website (2014). Conditions of Financial Assistance to the Renewable energy Sector
relating to 2014 Auctions (Condições de apoio financeiro ao segmento de Geração de Energia
Renovável – Leilões 2014). Retrieved on May 26, 2015 from the World Wide Web:
http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Areas_de_Atuacao/Infraestrutura/Energia/
Leilao_Energia/projetos_renovaveis_2014.html
TEXT_SP 9914950v4 01/291
[vii] ANEEL’s Website (2015). Auction of Alternative Energy Sources No. 02/2015. Retrieved on
May
26,
2015
from
the
World
Wide
Web:
http://www.aneel.gov.br/aplicacoes/editais_geracao/documentos/EDITAL%20LFA%202015_.pdf
[viii] ANEEL’s Website (2014). Auction of Alternative Energy Sources No. 08/2014. Retrieved on
May
26,
2015
from
the
World
Wide
Web:
http://www.aneel.gov.br/aplicacoes/editais_geracao/documentos/Edital_Ler_08_14RF_p%C3%B
3s%20RAC_SCG_v2_final_para%20publicar.pdf
[ix] BNDES Website (2014). Conditions of Financial Assistance to the Renewable energy Sector
relating to 2014 Auctions (Condições de apoio financeiro ao segmento de Geração de Energia
Renovável – Leilões 2014). Retrieved on May 26, 2015 from the World Wide Web:
http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Areas_de_Atuacao/Infraestrutura/Energia/
Leilao_Energia/projetos_renovaveis_2014.html
[x] Sá D´Oliveira, Luis André (2011). The BNDES and the Wind Power Energy (O BNDES e a
Energia Eólica). Retrieved May 26, 2015 from the World Wide Web: http:/
www.nuca.ie.ufrj.br/gesel/apresentacoes/LuisAndre.pptx
[xi] BNDES Website (2014). Conditions of Financial Assistance to the Renewable energy Sector
relating to 2014 Auctions (Condições de apoio financeiro ao segmento de Geração de Energia
Renovável – Leilões 2014). Retrieved on May 26, 2015 from the World Wide Web:
http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Areas_de_Atuacao/Infraestrutura/Energia/
Leilao_Energia/projetos_renovaveis_2014.html
[xii] BNDES Website (2014). Conditions of Financial Assistance to the Renewable energy Sector
relating to 2014 Auctions (Condições de apoio financeiro ao segmento de Geração de Energia
Renovável – Leilões 2014). Retrieved on May 26, 2015 from the World Wide Web:
http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Areas_de_Atuacao/Infraestrutura/Energia/
Leilao_Energia/projetos_renovaveis_2014.html
[xiii] Contour Global Website: Retrieved on May 26, 2015 from the World Wide Web:
http://www.contourglobal.com/region/latin-america#our-assets
[xiv] Jornal de Hoje (2013). Multinational company launches the Wind Power Farm Asa Branca,
with 160 MW in Mato Grande (Multinacional inaugura Parque Eólico Asa Branca, com 160 MW,
no Mato Grande). Retrieved on May 26, 2015 from the World Wide Web:
http://jornaldehoje.com.br/multinacional-inaugura-parque-eolico-asa-branca-com-160-mw-no-mato-grande/
[xv] Anbima Website (2015). Issuance of infrastructure debentures within the scope of Law
12.431/11 (Emissões de debêntures incentivadas no âmbito da Lei 12.431/11). Retrieved on May
26, 2015 from the World Wide Web: http://portal.anbima.com.br/informacoes-tecnicas/estudos/financiamentode-longo-prazo/Documents/Tabela_12431_site.xls
[xvi] Valor Econômico. Renova Energia – Management Report (Renova Energia S.A. – Relatório
da Administração). Retrieved on May 26, 2015 from the World Wide Web:
http://www.valor.com.br/sites/default/files/upload_element/05-03-2015-renovaenergia-balanco2014.pdf
[xvii] Anbima Website (2015). Issuance of infrastructure debêntures within the scope of Law
12.431/11 (Emissões de debêntures incentivadas no âmbito da Lei 12.431/11). Retrieved on May
TEXT_SP 9914950v4 01/291
26, 2015 from the World Wide Web: http://portal.anbima.com.br/informacoes-tecnicas/estudos/financiamentode-longo-prazo/Documents/Tabela_12431_site.xls
[xviii] Eólicas do Sul Website. Santa Vitória do Palmar Holding S.A. Retrieved on May 26, 2015
from the World Wide Web: http://www.eolicasdosul.com/destaques/santa-vitoria-do-palmarholding-s-a/
[xix] BNDES Website (2013). BNDES approves the financing of R$ 604 million for 10 wind farms
in the State of Rio Grande do Sul (BNDES aprova financiamento de R$ 604 milhões para 10
parques eólicos no RS). Retrieved on May 26, 2015 from the World Wide Web:
http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Institucional/Sala_de_Imprensa/Noticias/20
13/Todas/20131007_eolica.html
[xx] ANBIMA Website (2015). It is the beginning of a new stage in the capital markets (É o
começo de uma nova fase para o mercado de capitais). Retrieved on May 26, 2015 from the
World Wide Web: http://portal.anbima.com.br/a-anbima/noticias/Pages/2015/04/e-o-comeco-deuma-nova-fase-para-o-mercado-de-capitais.aspx
[xxi]BNDES Website (2015). Government and ANBIMA create new instruments to encourage the
long term financing (Governo e ANBIMA criam novos instrumentos para estimular o
financiamento de longo prazo). Retrieved on May 26, 2015 from the World Wide Web:
http://www.bndes.gov.br/SiteBNDES/bndes/bndes_pt/Institucional/Sala_de_Imprensa/Noticias/20
15/Mercado_de_capitais/20150409_anbima.html
[xxii] ANBIMA Website (2015). It is the beginning of a new stage in the capital markets (É o
começo de uma nova fase para o mercado de capitais). Retrieved on May 26, 2015 from the
World Wide Web: http://portal.anbima.com.br/a-anbima/noticias/Pages/2015/04/e-o-comeco-deuma-nova-fase-para-o-mercado-de-capitais.aspx
[xxiii] Istoé Dinheiro Website (2015). BNDES will create a fund to assist the issuer of debentures in
the payment of interest (BNDES vai criar fundo para socorrer emissor de debenture no
pagamento de juro). Retrieved on May 26, 2015 from the World Wide Web:
http://www.istoedinheiro.com.br/noticias/economia/20150409/bndes-vai-criar-fundo-parasocorrer-emissor-debenture-pagamento-juro/249763.shtml
[xxiv] Morrison, Rod. 2012. The Principles of Project Finance. Great Britain. MPG Books Group,
UK: 410
[xxv] Parque Eólico Alegria Website. Financing (Financiamento). Retrieved on May 26, 2015 from
the World Wide Web: http://www.parqueeolicoalegria.com.br/parque/financiamento
[xxvi] IMPSA Website: Parque Eólico Ceará I - Alternative Energy for the sustainable growth
(Parque Eólico Ceará I - Energia Limpa para um crescimento sustentável). Retrieved on May 26,
2015 from the World Wide Web: http://www.impsa.com/pt/downloads/WIND/CEARA.pdf
[xxvii] Cemig (2009). Acquisition of equity interest in wind farms in Ceara (Aquisição de
participação societária em parques eólicos no Ceará). Retrieved on May 26, 2015 from the World
Wide Web: http://www.acionista.com.br/home/cemig/050209_esclarecimentos_aquisicao.pdf
[xxviii] Anbima Website (2015). Issuance of infrastructure debêntures within the scope of Law
12.431/11 (Emissões de debêntures incentivadas no âmbito da Lei 12.431/11). Retrieved on May
26, 2015 from the World Wide Web: http://portal.anbima.com.br/informacoes-tecnicas/estudos/financiamentode-longo-prazo/Documents/Tabela_12431_site.xls
TEXT_SP 9914950v4 01/291
[xxix] Gomes Ferreira Junior, Julio Cesar and Gonçalves Rodrigues, Manoel (2015). Revista
Científica Multidisciplinar das Faculdades São José. A study relating to wind power energy in
Brazil (Um estudo sobre energia eólica no Brasil). Retrieved on May 26, 2015 from the World
Wide Web: http://inseer.ibict.br/cafsj/index.php/cafsj/article/view/100
[xxx] Lopes Enei, José Virgílio. 2007. Project Finance: Financing with focus on Enterprises
(Public-Private Partnerships: Leverage Buy-out and related institutes) (Project Finance:
Financiamento com Foco em Empreendimentos (Parcerias Público-Privadas, Leveraged BuyOuts e Outras Figuras Afins)). Brazil. Saraiva: 197-199
[xxxi] Oliva Júnior, José Roberto. 2013. Project Finance: Corporate and Contractual Structures
with focus on the Generation of Eletric Energy in Brazil (Project Finance: Estruturas Societárias e
Contratuais com foco na Geração de Energia Elétrica no Brasil). Brazil. Almedina: 105
[xxxii] Oliva Júnior, José Roberto. 2013. Project Finance: Corporate and Contractual Structures
with focus on the Generation of Eletric Energy in Brazil (Project Finance: Estruturas Societárias e
Contratuais com foco na Geração de Energia Elétrica no Brasil). Brazil. Almedina: 105
TEXT_SP 9914950v4 01/291
BIOGRAPHIES
José Ribeiro do Prado Júnior (+51 11 3150-7177) was born in the City of São Paulo,
State of São Paulo, Brazil, on May 24, 1971. Received his Bachelor of Laws from University of
São Paulo, in the City of São Paulo, State of São Paulo, Brazil (LL.B, 1994), and Master in Law
at King’s College London, University of London, London, England (LL.M., 1997). Former
associate with Cameron McKenna, London, England (April/1998 – September/1999).
He is highly experienced in banking and corporate law, cross-border financial transactions,
PPPs, administrative law and M&A related to regulated sectors and regulatory matters.
Mr. Prado is currently a member of the International Bar Association, Brazilian Bar
Association in the State of São Paulo and São Paulo Lawyers Association.
Bruno Janikian Racy (+51 11 3150-7769) was born in the City of São José do Rio Preto,
State of São Paulo, Brazil, on March 12, 1983. Received his Bachelor of Laws from Pontifícia
Universidade Católica de São Paulo, in the City of São Paulo, State of São Paulo, Brazil (LL.B,
2006) and Master in Law at University of California – Berkeley, United States of America (LL.M.,
2012). Former associate with Chadbourne & Parke LLP, New York, United States of America
(2012-2013).
He is co-author in the paper named “Project Finance e o Meio Ambiente”. His research
interests include banking and corporate law, cross-border financial transactions and M&A related
to regulated sectors and regulatory matters.
Mr. Racy is currently a member of the New York State Bar, Brazilian Association of
International Banks and Brazilian Bar Association in the State of São Paulo.
Matheus Wassano Ishigaki (+51 11 3150-7698) was born in the City of Paranavaí, State
of Paraná, Brazil, on April 24, 1990. Received his Bachelor of Laws from Pontifícia Universidade
Católica de São Paulo, in the City of São Paulo, State of São Paulo, Brazil (LL.B, 2013).
His research interests include banking and corporate law, cross-border financial
transactions and M&A related to regulated sectors and regulatory matters.
Mr. Ishigaki is currently a member of the Brazilian Bar Association in the State of São Paulo.
TEXT_SP 9914950v4 01/291