By Brazil Stock Guide – Neoenergia agreed to sell the entirety of Energética Águas da Pedra (EAPSA), operator of the 261 MW Dardanelos hydropower plant in Mato Grosso, to EDF Brasil Hidro Participações in a transaction valued at R$ 2.515 bilhões, marking another major asset rotation move for one of Brazil’s largest utilities. The agreement includes a complex structure that allows Neoenergia to remain indirectly exposed to the asset with a 25% stake.
A R$2.5 Billion Transaction With CDI-Linked Adjustments
The enterprise value includes R$ 2.229 bilhões as of the December 2024 reference date — a figure that embeds R$ 67 milhões in earn-out provisions — plus R$ 286 milhões in CDI-linked adjustments accumulated up to the signing date. The final price will continue to be corrected by CDI until closing, subject to the typical adjustments seen in M&A deals in Brazil’s power sector.
Joint Venture Structure Keeps Neoenergia in the Asset
Alongside the sale, Neoenergia signed an investment agreement with EDF Brasil Holding. The Brazilian utility will inject R$ 93,5 milhões into Hidro Participações, securing a 25% equity position, while EDF will contribute R$ 280,5 milhões to hold the remaining 75%. Financing rounds will supply the rest of the funds required to acquire EAPSA. The structure effectively makes EAPSA the sole asset inside the new vehicle.
Future Exit Mechanism Embedded in the Agreement
EDF Brasil Holding will have the right to acquire Neoenergia’s 25% stake within 2,5 anos after the deal closes. Conversely, Neoenergia retains the right to sell its entire interest during the same period, creating a built-in mechanism for a full exit once market conditions align.
Regulatory Approvals Still Pending
The closing depends on approval from CADE, Aneel, and EAPSA’s financing agents, a standard set of conditions for large hydro transactions. The deal further advances Neoenergia’s strategy of rotating mature assets to optimize capital allocation and strengthen portfolio value, according to the company.
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