![CL-2025-000376 - [2025] EWHC 2875 (Comm)](https://backend.juristeca.com/files/emisores/logo_WAai98v.png){kind=logo}
The contractual arrangements
The contractual arrangements
By a Cooperation Agreement dated 23 December 2016 (the “Cooperation Agreement”), NPP and RAE agreed the terms on which they would jointly develop and operate the Projects. The Cooperation Agreementis governed by English law and contains an English jurisdiction clause.
By an amendment dated 13 March 2018 (the “First Amendment”), the parties amended the terms on which any proceeds of sale of the Projects would be distributed. The effect of those amendments is that the NPP Parties are entitled to receive 100% of the Sale Proceeds in priority to RAE.
The parties subsequently altered the ownership structure, such that the Projects would be owned through Brazilian investment funds known as “FIPs”. Shares in FIPs are known as “quotas”. The current ownership structure is as follows:-
Each Project is owned by a single-purpose vehicle (the “Coremas SPVs”).
The Coremas SPVs are owned by Newco S.A. (“Newco”).
Newco is owned by FIP Coremas, save for one share which is owned by NPP.
FIP Coremas is owned by the Second and Third Applicants (“NPP Brazil I” and “NPP Brazil II”) and FIP Rio Alto. It is managed and administered by TMF.
FIP Rio Alto is wholly owned by RAE.
The relationship between NPP Brazil I, NPP Brazil II and FIP Rio Alto is governed by a Quotaholders’ Agreement dated 17 August 2018 (the “Quotaholders’ Agreement”). The Quotaholders’ Agreement is governed by Brazilian law and contains an arbitration agreement providing for ICC arbitration seated in London.