Expression of Interest For Legal Consultancy Legal Structuring Of Ceg/Ceg Rio Concessions

Expression of Interest for Legal Consultancy Legal Structuring of CEG/CEG Rio Concessions Engagement of a law firm specialized in public concessions and infrastructure regulation to support the structuring project led by IFC for the Government of the State of Rio de Janeiro, covering the CEG and CEG Rio concessions, across all three phases and under both scenarios (renewal or re-tendering). Phase 1 Legal Structuring Report: a legal, regulatory, and asset-related diagnostic of the current concessions to support the governments decision among extension, renewal, re-tendering, or new tender; in-depth analysis of current contracts and amendments (remaining terms, termination scenarios, economic-financial rebalancing, investment obligations); technical, legal, and asset due diligence to validate the initial Regulatory Asset Base (RAB) and to identify, qualify, and economically quantify reversible assets, applying Law No. 8,987/1995, the case law of the audit courts (TCE-RJ and TCU), and precedents from related sectors (energy, sanitation, highways), distinguishing reversible, linked, and freely disposable assets; mapping of obsolete clauses, gaps, and non-conformities against the New Gas Law (Law No. 14,134/2021); and assessment of all legal and regulatory risks, with improvement of the risk matrix and drafting of new contractual instruments and clauses (early-termination rules, dispute resolution, indemnification methodologies) to maximize bankability and attractiveness. Phase 2 Transaction Structuring (scope may vary with the Phase 1 outcome): preparation of the bidding documents for public consultation and hearings (Notice, Contract, Annexes) in Portuguese and English or, in a renewal scenario, drafting documents for the revision and modernization of the concession contract; legal and technical support during public consultations and hearings and in interactions with the relevant public agents (State Attorneys Office, TCE, Public Prosecutors Office, AGENERSA), including technical clarification notes and proposed adjustments; finalization of the bidding documents incorporating comments from public consultations, hearings, market sounding, and other structuring steps; and support during the bidding process, including support to the government in any administrative disputes arising from the tender or, in a renewal scenario, support throughout the contractual renewal process. The firm will also work with the social-environmental front to draft the social and environmental contractual and bidding provisions. Phase 3 Transaction Implementation: implementation of the selected structure following GovRJ approval public consultation and hearings, TCE review where applicable, finalization of transaction documents, national and international roadshows, and support throughout the bidding process or the renewal negotiation up to commercial close, which marks the successful completion of the phase. The deliverables will provide the legal-regulatory foundation of the transaction, supplying inputs for the bidding documents and the contractual framework, and serve as a reference for the allocation of risks and liabilities, the indemnification methodology for reversible assets, and the compliance requirements of the new or renewed concession contracts Tender Link : https://wbgeprocure-rfxnow.worldbank.org/rfxnow/public/advertisement/7096/view.html