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BP buys out Bunge from Brazilian ethanol JV 

02/07/2024

Source: Latin Lawyer

Cescon, Barrieu, Flesch & Barreto Advogados, two Mattos Filho offices and Posadas in Montevideo have helped the Brazilian arm of oil and gas giant BP acquire the remaining shares in its ethanol joint venture with Bunge, taking control of the asset in an US$800 million buy. 

Cescon Barrieu advised the buyer on the document structuring and negotiation aspects of the deal and Posadas provided due diligence advice to the Uruguayan arm of the company involved in the transaction. 

Bunge made the sale through its Brazilian subsidiary, which relied on Mayer Brown LLP in New York and London and its associated Brazilian firm Tauil & Chequer Advogados. 

Latin Lawyer understands that Norton Rose Fulbright also advised BP’s Brazilian arm but could not confirm this before publishing. 

This deal was signed on 19 June and is expected to close in the fourth quarter of 2024. 

The transaction will hand BP a 50% share in the joint venture, making it the sole owner of BP Bunge Bioenergia. The company produces around 50,000 barrels of ethanol per day, made from sugarcane harvested at its 11 agro-industrial units across five Brazilian states.

The deal is worth US$800 million after deducting debt and lease commitment costs. 

The acquisition forms part of BP’s ongoing expansion of its strategic bioenergy business, which includes both biofuels and biogas. This includes a joint venture with Clean Energy called RenewCo which produces biogas from dairy farms in the US. 

Headquartered in London, BP is one of the world’s largest oil and gas companies. It has operations in 80 countries including Argentina, Brazil and Peru. 

BP Bunge Bioenergia is one of the largest sugar and ethanol businesses in Brazil, producing 32 million metric tonnes of sugarcane per season. Beyond ethanol, it produces more than 1 million metric tonnes of sugar per year. The joint venture was formed in 2019 with BP paying US$75 million to Bunge and assuming US$700 million of its debt. 

Founded in Amsterdam in 1818 and headquartered in Missouri, Bunge produces and exports grains and fertilisers globally, including in Argentina, Brazil, Mexico, Paraguay and Uruguay. In May, the company established a joint venture to acquire a stake in a grain terminal at Brazil’s Port of Santos from local railway logistics company Rumo. 

Counsel to BP Biocombustíveis and BP Biofuels Brazil Investments Limited

Cescon, Barrieu, Flesch & Barreto Advogados

Partners Maurício Teixeira dos Santos, Vitor Jabbur Stern, Isabela Bagueira Leal Coelho do Val and Joyce Honda and associates José Murad, Nina Pantoja and Rafaella Schwartz in São Paulo 

Mattos Filho

Partners Rossana Duarte and Bruno Tuca and associates Vítor de San Juan Faria and Isabel Silva Tomas Carvalho in São Paulo; and Partner Raphael Saraiva in Rio de Janeiro

Posadas

Partners Tomas Gurmendez and Andres Aznarez and associate Paula Cabarcos in Montevideo 

Counsel to Bunge Brasil Holdings

Mayer Brown LLP

Partner Joseph Castelluccio and associate Karen Chong in New York; and associate Daniel Fahey in London 

Tauil & Chequer Advogados in association with Mayer Brown

Partners Christian Roschmann, Lilian Toscani, José Paulo Marzagão and Adriana Giannini, counsel Jessica Nunes de Queiroz and associates Stefano Braga, André Pini, Maria Lellis, Isabella Giorgi, Luiz Antonio Bonfiglioli Menezes in São Paulo; and partner Francisco Todorov in Brasília