Clifford Chance Advises Fluxys G on Acquisition of Eni Interests

Clifford Chance advised Fluxys G on the acquisition of Eni S.p.A’s interests in the TENP (Germany) and Transitgas (Switzerland) pipelines and on the financing of the transaction. Fluxys G acquires Eni S.p.A’s interests in TENP KG (49%) and Transitgas AG (46%) as well as the interests as transmission system operator.

The purchase price amounts to approx. EUR 860 million. Fluxys G is financing the acquisition with its own funds and through leverage from a banking syndicate. An amortized loan with a term of 10 years was agreed with Banca IMI, BayernLB, BNP Paribas Fortis, Crédit Agricole Corporate and Investment Bank, ING, UBS and UniCredit. The sale is still subject to authorization by the competent antitrust authorities.

The TENP and Transitgas pipelines are of key importance for the supply of natural gas from Norway to Germany, Switzerland and Italy.

Fluxys G, Belgium, builds and operates infrastructure for the transportation and storage of natural gas and the terminalling of liquefied natural gas. Fluxys G plays a leading role in the integration of the north-west European natural gas market. Eni S.p.A is an energy group with headquarters in Rome, which operates in the fields of oil, natural gas and electricity generation, amongst others. Eni S.p.A is the largest gas supplier in Italy.

The Clifford Chance team included partner Thomas Burmeister (Corporate/Energy Law) and counsel Thomas Brunn (Corporate/M&A), partner Dr. Christoph Witte and associate Hi-Zin Pak (both Corporate/M&A), partner Dr. Peter Rosin (Corporate/Energy Law), partner Dr. Joachim Schütze and senior associate Nadia Esken (both Antitrust Law) – all Düsseldorf.

Partner Alexandra Hagelüken (Frankfurt) and counsel Dr. Florian Mahler (Düsseldorf), senior associate Florian Kutzbach (Frankfurt) and associate Natalie Hsiao (Düsseldorf, all Banking & Capital Markets) advised on the financing.

Senior associates Tobias Teschner, Shaghayegh Smousavi (both Corporate/Energy Law), Patrick Härle (Real Estate), Cord von Mandelsloh (Tax) and associate Phillip Schäuble (Employment law) – all Düsseldorf – as well as partner Brendan Moylan, Associate Caroline Sherrel (both Corporate Finance, London) and partner Xavier Remy (Corporate, Brussels) also advised on this transaction.

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Source: cliffordchance , September,29.  2011;