Sugarcane / Photo by Shutterstock.com

Norton Rose Fulbright and Lefosse Advogados have advised on a Brazilian bioenergy joint venture between oil heavyweight BP and agricultural giant Bunge, as major oil companies deepen their investments in ethanol.

The firms combined their Brazilian bioenergy and sugarcane ethanol businesses to create BP Bunge Bioenergia, the world's second-largest operator by effective crushing capacity in the bioethanol market.

Lefosse lawyers Christian Roschmann, José Carlos Berardo, Renata Cardoso, Andrea Caliento, and Bruno Carramaschi advised Bunge from São Paulo. The London-based Norton Rose Fulbright team included corporate partners Chris Grieves and Hussain Kubba, with competition advice from partner Ian Giles.

The joint venture absorbed $700 million of Bunge debt, while the Brazilian firm also received $75 million from BP to reduce outstanding debt. BP was also advised in Brazil by Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados.

The 50-50 joint venture will manage 11 plants in five Brazilian states with a total capacity to crush 32 million tons of sugarcane per year. It ranks only behind Raízen, the joint venture between Royal Dutch Shell Plc and Brazilian energy group Cosan.

"Combining 11 mills located in an area the size of Europe, and negotiating transaction documentation consisting of a complex business combination agreement with a highly sophisticated risk allocation mechanism, a shareholders' agreement with complex governance structure and voting agreements with two different law firms representing a highly sophisticated and experienced BP in-house M&A and legal team was quite a challenge," said Lefosse partner Christian Roschmann.

Clinching regulatory approval in Brazil was fairly easy, said Roschmann, as there are many sugar and ethanol producers in the country. However, antitrust authorities in China and Turkey, which import sugar from Brazil, took further persuasion.

Ethanol produced from sugarcane is one of the most carbon-efficient biofuels available globally, with lifecycle greenhouse gas emissions about 70% lower than conventional hydrocarbon transport fuels.

Brazil is the world's second-largest and most integrated market for ethanol as a transportation fuel, with demand forecast to grow rapidly. The majority of vehicles in Brazil – about 70% – are already able to run on ethanol, and it is estimated that the country's demand for ethanol will increase by about 70% in the next 10 years.

The BP Bunge Bioenergia joint venture will have the flexibility to produce a mix of ethanol and sugar. It will also generate renewable electricity through its cogeneration facilities, fuelled by waste biomass from the sugarcane, to power all its sites and sell surplus electricity to the Brazilian power grid.

Norton Rose Fulbright described the BP and Bunge assets as largely complementary, with sites in five Brazilian states, including three in the key region of São Paulo.