On April 7, 2011, CPFL Energia, through its subsidiary CPFL Brasil, signed a purchase agreement to acquire 100% of the shares of Jantus SL (“Jantus”) for R$ 823 million and/or the possible acquisition pf the entire capital of a company to be set up by the Sellers through an ownership restructuring at Jantus. On September 21, 2011, CPFL Energia assigned the purchase agreement to CPFL Renováveis. To conclude the acquisition, our subsidiary CPFL Brasil injected funds into CPFL Renováveis.
Jantus controlled SIIF Énergies do Brasil Ltda. and SIIF Desenvolvimento de Projetos de Energia Eólica Ltda. (jointly “SIIF”). On December 19, 2011, the acquisition was concluded, with CPFL Renováveis acquiring the entire capital of SIIF, which included: (i) four wind farms in operation in the state of Ceará; (ii) one wind park project in the state of Rio de Janeiro; and (iii) a portfolio of wind power projects in the states of Ceará and Piauí.
On April 19, 2011, CPFL Energia, together with CPFL Geração, CPFL Brasil and ERSA – Energias Renováveis S.A. (“ERSA”), signed an Association Agreement establishing the terms and conditions by which they decided to integrate the renewable energy assets and projects held by CPFL and ERSA in Brazil, which include wind farms, small hydropower plants (SHP) and biomass-fired thermal power plants.
In general terms, the association consisted of the following stages: (i) CPFL Geração undertook to segregate the SHP assets owned by it and which were operational, transferring them to specific companies under its direct control (the “SHP Companies”); (ii) CPFL Geração and CPFL Brasil, being the sole shareholders, joined a new holding company: Smita Empreendimentos e Participações S.A. (“SMITA”), to which they transferred all their renewable energy projects, including the SHP Companies; (iii) a ERSA absorbed SMITA such that CPFL Geração and CPFL Brasil joined the controlling block of ERSA as controlling shareholders, which was approved on August 23, 2011 by the board of directors and ratified by shareholders at the Extraordinary Shareholders Meeting held on December 19, 2011; and (iv) concurrently with the merger described above, ERSA’s name was changed to CPFL Energias Renováveis S.A. (“CPFL Renováveis”).
To simplify the ownership structure and centralize the power generation activities at CPFL Geração, the company carried out corporate restructuring involving the partial spin-off, from CPFL Brasil to CPFL Geração, of the assets and liabilities related to the investment until then held by CPFL Brasil in CPFL Renováveis.
Consequently, starting from January 1, 2013, the subsidiary CPFL Geração held full direct interest in the subsidiary CPFL Renováveis. More information is available in the financial statements of December 31, 2013, in note 12.2.
On August 19, 2013, an IPO was held of the common shares of CPFL Renováveis, at the unit price of R$ 12.51, for a total amount of R$ 914,686. The operation raised a gross amount of (i) R$ 364,687 in the primary and complementary offering and (ii) R$ 549,999 in the secondary offering. As a result, CPFL Geração’s interest in CPFL Renováveis was diluted from 63% to 58.84%.
CPFL Renováveis acquired the following companies: (i) on December 29, 2011, all the shares of Santa Luzia Energética S.A. (“Santa Luzia”), representing 100% of its capital, through the assumption of debt to BNDES. As a result, we hold the small hydroelectric plant Santa Luzia; (ii) on January 13, 2012, it signed a share purchase agreement with Cobra Instalaciones Y Servicios S.A. to acquire all the shares of Atlântica I Parque Eólico S.A., Atlântica II Parque Eólico S.A., Atlântica IV Parque Eólico S.A. and Atlântica V Parque Eólico S.A. (“Atlântica Complex”), which holds the authorization to generate electricity from wind power under the independent production regime; (iii) in March 2012, the company signed an agreement to acquire the shares of SPE Lacenas Participações, a subsidiary of the mill Ester which holds authorization from ANEEL to explore biomass energy; (iv) on June 19, 2012, it signed an agreement to acquire the shares of BVP S.A., which holds 100% of the shares of Bons Ventos; (v) on June 18, 2013, it signed an agreement to acquire 100% of the assets of the Canoa Quebrada and Lagoa do Mato wind farms; (vi) on February 27, 2014, it concluded the acquisition of Rosa dos Ventos.
On February 17, 2014, CPFL Renováveis and Dobrevê Energia S.A. (“DESA”) signed an association agreement through the merger into CPFL Renováveis of WF2 Holding S.A. (“WF2”), which will be the owner of all the shares issued by DESA on the date of its merger.
As a result of the merger, the net equity of CPFL Renováveis will be increased through the issue of new shares of the subsidiary, though CPFL Geração will remain the controlling shareholder, holding more than 50% of its common shares. In addition, the association depends on the favorable findings from the legal, accounting and financial, engineering and environmental audits to be carried out both by CPFL Renováveis, in relation to DESA’s operations, and by DESA in relation to CPFL Renováveis’ operations.
More information about the history of CPFL Renováveis is available in its Reference Form.