FCC Aqualia’s $180 Million Acquisition of Georgia Global Utilities

Dentons represented FFC Aqualia on the transaction.

Spanish water utility FFC Aqualia executed the US$180 million acquisition of an 80% share in Georgia Global Utilities (GGU) from Georgia Capital Group (GCAP).

Aqualia is a subsidiary of Fomento de Construcciones y Contratas, (FCC), a Spanish construction company, which owns a 51% share, and Australian fund IFM Investors, which owns a 49% share.

This transaction is an important step in FFC’s international expansion strategy, giving it a controlling share in GGU, which owns and operates the water infrastructure in Tbilisi and other cities in Georgia.

Under the terms of the agreement, the transaction will take place in two phases. In the first phase, Aqualia will acquire 65% of GGU, which includes both the water and renewable energy assets. In the second phase, GGU will spin off the independent renewable assets, leaving GGU with only the water assets and four related hydroelectric plants, bringing Aqualia’s shareholding to 80% of GGU’s water utility business. The parties also entered into a shareholders’ agreement under which Aqualia and GCAP have granted each other a put option and a call option over GCAP’s 20% shares in GGU.

Jabier Badiola (Picture), Spain Managing Partner, and Tbilisi-based partner Avto Svanidze led Dentons’ international legal team on the deal. The team also included: senior associates Irakli Pipia, Natela Otaridze and Mariam Vashakidze, and associates Sopho Mebonia, Neli Tsivtsivadze and Darejan Beridze in Tbilisi; partner Jesús Durán in Madrid; as well as partner Diego Pol and associate Cristina Serrahima in Barcelona.

Involved fees earner: Jabier Badiola Bergara – Dentons; Darejan Beridze – Dentons; Jesús Durán – Dentons; Sopho Mebonia – Dentons; Natela Otaridze – Dentons; Irakli Pipia – Dentons; Diego Pol – Dentons; Cristina Serrahim – Dentons; Avto Svanidze – Dentons; Neli Tsivtsivadze – Dentons; Mariam Vashakidze – Dentons;

Law Firms: Dentons;

Clients: FCC Aqualia;