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Banking & Insurance, Capital Markets and Project Finance
Representative Transactions
| 2011 |
- Approximately US$ 150 million initial public offering on a global scale and listing of its shares on the Hong Kong Stock Exchange ("HKSE") by China Flooring Holding Company Limited ("China Flooring"), a company incorporated in the Cayman Islands and the largest wood flooring company in People's Republic of China. China Flooring has forest assets in China and Peru, country in which it holds two forestry concessions with an overall extension of 46,347 hectares located within the province of Loreto. The funds are aimed at funding the development of China Flooring's main brand (Nature), expand distribution networks and make acquisitions. Morgan Stanley, HSBC and Standard Chartered acted as joint global coordinators, joint bookrunners and joint sponsors. (Counsel to China Flooring and the sponsors.)
- US$ 51 million medium-term facility granted by BBVA Banco Continental ("BBVA") to Pluspetrol Perú Corporation S.A. ("Pluspetrol"). The financing is secured by a trust on flows obtained from the sale of natural gas, liquids of natural gas and its derivatives. (Counsel to BBVA.)
- MasterCard Financial World Services ("Mastercard") and Telefónica de España entered into a first of its kind joint venture that will give mobile phone users in the Latin-American region the ability to use their phones to make basic financial transactions. Each partner of the joint venture will hold a 50 per cent stake in the joint company, which has the potential to provide up to 87 million current and potential Movistar customers across Latin America with payment services that will be linked to a mobile wallet or prepaid account. (Peruvian Counsel to MasterCard.)
- US$ 90 million financing to Inversiones Nacionales de Turismo S.A. ("Intursa"), operator of the Libertador hotel chain owned by the Brescia group (the largest Peruvian family conglomerate), by Banco de Crédito del Perú ("BCP") and BBVA through two leaseback facilities one over the Paracas Hotel (Luxury Collection Resort) and another over the Libertador Palacio del Inka Hotel Cusco. (Counsel to Intursa.)
- US$ 31 million medium-term facility granted by Scotiabank Perú S.A.A. ("Scotiabank") to Chinango S.A.C. The financing is secured by an assignment in guaranty of the proceeds obtained from the sale of power. (Counsel to Scotiabank.)
- US$ 27,870,000 medium-term facility granted by Scotiabank to Inversiones La Rioja S.A. The financing is secured by a leasing, a leaseback and a trust on flows and on assets. (Counsel to Scotiabank.)
- 150 million Peruvian Nuevos Soles ("PEN") Third Certificates of Deposit Program for Banco Ripley S.A. ("Banco Ripley") arranged by Citibank del Perú S.A. ("Citibank"). Banco Ripley forms part of Ripley Group, which runs Ripley Corp. one of the biggest retailers in Chile and Peru. (Counsel to Citibank.)
- US$ 150 million Commercial Papers Program for Telefónica del Perú S.A.A. arranged by BBVA. (Counsel to BBVA.)
- US$ 150 million Second Corporate Bond Program for Cementos Lima S.A. ("Cementos Lima") arranged by Scotiabank. (Counsel to Scotiabank.)
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| 2010 |
- Up to PEN 300 million Senior Unsecured Fixed Rate Notes due 2019 issued and placed by Morgan Stanley under Regulation S and under the rules applicable to the private offering of securities targeted to Peruvian private pension funds ("AFPs"). (Counsel to Morgan Stanley.)
- Second Program of Securitization Bonds – HOCP for Hunt Oil Company of Peru, Sucursal del Perú ("HOCP") as Originator for up to US$ 200 million, structured by BCP, in which Creditítulos Sociedad Titulizadora S.A. ("Creditítulos") acts as Trustee, Issuer and Representative of the Bond Holders, and HOCP as Collections Manager. The transaction implied a US$ 160 million credit facility granted by BCP to the securitization trust, and the securitization of future flows derived from the hydrocarbons of Block 56 of the Camisea project. (Counsel to HOCP.)
- US$ 60 million credit facility granted in favor of Interoil Perú S.A. ("IOX Peru") by Citibank, N.A. The facility is secured by two baking trusts (over cash flows and assets, respectively) and a pledge over the shares of IOX Perú (the "Peruvian Security Package"). The Peruvian Security Package was structured under the laws of the Republic of Peru ("Peru"). Interoil Colombia Exploration and Production Inc. and Citibank, N.A. also entered into a US$ 30 million Credit Agreement. The Colombian facility is secured by a collection account under the laws of NY. (Counsel to Citibank, N.A.)
- US$ 420 million (PEN 1.8 billion) tender offer that ended last July 30th by which Votorantim Metais Cajamarquilla S.A. ("Votorantim Cajamarquilla") achieved the control of Compañía Minera Milpo S.A.A. ("Milpo"). The tender offer price was PEN 7.26 per share for up to 163 million Milpo shares (representing 16.4% of the shares in circulation) in order to acquire a controlling stake in the company (over 50% of the shares in circulation). Before the tender offer, Votorantim Cajamarquilla was the largest shareholder of Milpo with a 33.62% stake. The largest block of shares acquired through the offer was sold by three Peruvian Pension Funds. Payment and settlement of the tender offer took place on August 5, 2010. (Counsel to Votorantim Cajamarquilla.)
- US$ 660 million acquisition of mining phosphorus project. Mitsui & Co. Ltd. ("Mitsui"), a Japanese company listed on the Tokyo Stock Exchange, and The Mosaic Company ("Mosaic"), a leading producer and marketer of concentrated phosphate listed on the New York Stock Exchange, completed the acquisition of minority stakes in the phosphorus project Bayóvar ("Bayóvar Project"), located in the province of Piura, north of Peru, through an indirect acquisition of Compañía Minera Miski Mayo S.A.C. ("Miski Mayo"), a subsidiary of Vale S.A. ("Vale") –Miski Mayo was incorporated by Vale in 2005 after the Peruvian State granted the concession rights to exploit the Bayóvar Project in favor of this Brazilian conglomerate.
As a result of these acquisitions, Vale will hold 51% over the voting rights and 40% over the economic interest in the holding company of Miski Mayo; Mitsui will hold 25% over the voting rights and also 25% over the economic interest in the holding company of Miski Mayo; and Mosaic will hold 24% over the voting rights and 35% over the economic interest in the holding company of Miski Mayo. (Counsel to Mitsui.)
- US$ 135 million credit facility granted in favor of Gas Natural de Lima y Callao S.A. ("GNLC") under the form of a club deal by Corporación Andina de Fomento ("CAF"), International Finance Corporation ("IFC"), and ICF Debt Pool LLP ("ICF DP"), as lenders, to partially finance GNLC's 2009-2011 investment program, designed to increase natural gas distribution capacity in the GNLC concession. Investments would include the construction and completion of the first loop of the main grid expansion and of certain expansions to the secondary grid. In addition, the loans granted by IFC and ICF DP will be used to refinance the entire principal amount of debt outstanding under the credit agreement dated as of March 31, 2005 between GNLC, BCP and Citibank as lenders, as amended. (Counsel to GNLC.)
- US$ 100 million medium-term loan made available to Milpo by BCP secured by certain exports revenues. (Counsel to Milpo.)
- C$ 244,580,395 (approximately US$ 241,181,638) Arrangement Agreement for the acquisition of Chariot Resources Limited ("Chariot") by China Sci-Tech Holdings Limited ("CSTH"), a company listed on the Hong Kong Stock Exchange (through an indirect wholly-owned subsidiary called China Sci-Tech Minerals Limited). By means of the aforementioned acquisition, CSTH will indirectly acquire 70% of Marcobre S.A.C. ("Marcobre") –an indirect subsidiary of Chariot. Marcobre has 46 mining concessions located in the province of Nazca, south of Lima, to develop the Mina Justa copper project, a project which was declared "of national interest" by the Peruvian government, on February 2010. (Counsel to CSTH.)
- Up to US$ 1.8 billion Exchange Offer and Cash Tender Offer by Peru, arranged by HSBC Securities (USA) Inc. and Barclays Capital Inc. Said Exchange Offer and Cash Tender Offer was targeted at holders of Peru's 9.125% USD-Denominated Global Bonds due 2012 (the "2012 Bonds"), 7.500% EUR-Denominated Global Bonds due 2014 (the "2014 Bonds"), 9.875% USD-Denominated Global Bonds due 2015 (the "2015 Bonds"), and 8.375% USD-Denominated Global Bonds due 2016 (the "2016 Bonds" and, together with the 2012 Bonds, the 2014 Bonds and the 2015 Bonds, the "Eligible Bonds") to submit one or more offers to exchange any and all Eligible Bonds for 8.75% U.S. Dollar-Denominated Global Bonds due 2033 and/or tender Eligible Bonds for cash. (Counsel to HSBC Securities Inc. and Barclays Capital Inc.)
- Up to PEN S/. 1.5 billion Guaranteed Medium Term Note Programme under Regulation S and under the rules applicable to the private offering of securities targeted to AFPs for SAB Miller Plc and Racetrack Perú S.A.C., arranged by Citibank and BBVA. This is the largest private offering of securities to be undertaken by a foreign issuer in Peru. (Counsel to BBVA and Citibank.)
- US$ 350 million Second Corporate Debt Instruments Program for Luz del Sur S.A.A. ("Luz del Sur"), the largest electric power distribution company for the province of Lima, arranged by Citibank. The largest shareholders of Luz del Sur are Chilquinta International A.V.V. and Sempra Energy International. (Counsel to Citibank.)
- US$ 25 million secured credit facility granted by Citibank, N.A. to Quimpac Corp. S.A.C. controlling shareholder of Quimpac S.A. ("Quimpac"). The guarantees included trust over 51% of the voting shares of Quimpac. The credit facility includes a hedging transaction involving a currency derivative. (Counsel to Citibank, N.A.)
- US$ 55 million secured medium-term financing granted by BBVA in favor of Cementos Lima for the financing of its investment plan in Peru and in the United States of America, and the refinancing of part of its assets. The financing is guaranteed with a mortgage on the most important mining concession of the company, Atocongo Cinco. (Counsel to BBVA.)
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| 2009 |
- US$ 197'264,941 long-term financing in favor of Transportadora de Gas del Perú S.A. ("TGP") granted by the Export Credit Agency of Brazil, Banco Nacional de Desenvolvimento Econômico e Social ("BNDES") to finance the acquisition of the goods and services required for the development of the loop expansion project in the Peruvian jungle for the Camisea field, which is the first "buyer's credit" ever granted by BNDES to a Peruvian company. This facility will share with other senior lenders, such as the Inter-American Development Bank ("IADB"), the Corporación Andina de Fomento ("CAF"), Natixis, Banco de Crédito del Perú ("BCP") and the bondholders of the First Bond Program of TGP, the collateral package regulated by a New York law governed Master Collateral Agreement ("MCA"). TGP is a Peruvian corporation formed by Tecgas (pipelines operator), Pluspetrol, Hunt Oil, SK, Sonatrach, Suez-Tractebel and Graña y Montero, and is the concessionaire for the transportation of natural gas and LNG from the Camisea field in the jungle to the coast of Peru. The pipeline for natural gas is 731 km. long, while the LNG pipeline is 561 km. (Counsel to TGP.)
- US$ 400 million financing for Kallpa Generación S.A. ("Kallpa") for the conversion of the company's three existing gas turbines in Chilca, Peru, into a combined cycle plant of 840 MW in total capacity. The financing consisted of (i) a senior secured credit facility under the laws of New York up to US$ 150 million granted by Canada’s The Bank of Nova Scotia and other lenders; and (ii) a four-year corporate project bond program in the amount US$ 250 million, co-arranged by BCP and Scotiabank Perú S.A.A. ("Scotiabank"), in which 'deferred bonds' were publicly offered for the first time in Peru exclusively to institutional investors, out of which US$ 172 million were placed in the first issuance. (Counsel to The Bank of Nova Scotia, BCP and Scotiabank.)
- US$ 100 million medium-term syndicated loan under the laws of New York made available to Pesquera Diamante S.A. ("Diamante") by Citibank, N.A.; Scotiabank; Santander Overseas Bank, Inc.; BCP; Banco Interamericano de Finanzas; BBVA; Israel Discount Bank of New York; Banco Internacional del Perú S.A.A. – Interbank ("Interbank"); Banco Aliado, S.A.; with the participation of Citibank, N.A. as Administrative Agent. (Counsel to Diamante.)
- US$ 52 million asset divestiture by Compañía Minera Milpo S.A.A. ("Milpo"). Grupo Arias and its associates agreed to the buy-out of Compañía Minera Poderosa S.A. from Milpo for a total consideration of US$ 52 million. To facilitate the agreement, Grupo Arias received a US$ 13 million credit facility from the Summa Investment Fund, the security for which will be held in a trust administered by La Fiduciaria. (Counsel to Milpo.)
- US$ 80 million project financing structured by Interbank to the project companies that hold the public service transport concessions for the Corredor Segregado de Alta Capacidad – COSAC, the largest public transportation route system in the city of Lima. The project involves the financing for assembling over 200 new transportation units (some of which will run using natural gas instead of fuel). The shareholders of the respective project companies also act as sponsors in the financing structures. The Peruvian development bank, Corporación Financiera de Desarrollo ("COFIDE") has also provided partial guarantees in favor of the project companies. (Counsel to Interbank.)
- US$ 68 million tender offer launched by Milpo to purchase 30% of the voting shares of Compañía Minera Atacocha S.A.A. ("Atacocha"). This was one of the most important equity deals undertaken in Peru during 2009. It also is a leading case in tender offer matters, since it also involved obtaining a tender offer exemption granted by the Peruvian securities authority in favor of Milpo's shareholder, Votorantim Andina S.A., a company that belongs to the Votorantim Group. (Counsel to Milpo.)
- US$ 23 million secured credit facility granted by Citibank, N.A. to Cemento Sur S.A. a subsidiary of Yura S.A. (Companies belonging to the Gloria Group). The guarantees included a mortgage, a mining mortgage and a corporate guaranty of Yura S.A. The credit facility includes a hedging transaction involving a currency derivative. (Counsel to Citibank, N.A.)
- US$ 30 million firm commitment equity financing for Maple Energy plc ("Maple"), a company with shares listed on the Alternative Investment Market ("AIM") of the London Stock Exchange and on the Lima Stock Exchange, through a standby equity distribution agreement ("SEDA") entered into with YA Global Master SPV ("Yorkville"), an affiliate of Yorkville Advisors LLC. The SEDA allows Maple to draw down funds in tranches -at its own discretion and for a period not to exceed 30 months- in exchange for the issue of new equity under the terms agreed by the parties. As part of the SEDA, Yorkville also subscribed for 247,933 ordinary shares of Maple; application was made to the London Stock Exchange for these shares to be admitted to trading on the AIM. Concurrent with the execution of the SEDA, Yorkville entered into a share lending agreement with a number of Maple’s shareholders, whereby Yorkville borrowed up to 819,672 ordinary shares from the aforementioned shareholders for the term of the SEDA. (Counsel to Maple.)
- US$ 300 million financing to Votorantim Metais Cajamarquilla S.A. ("Votorantim Cajamarquilla") by The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Agent Bank); BNP Paribas, Tokyo Branch; Calyon, Tokyo Branch; and, Société Générale, Tokyo Branch, with an Overseas Untied Loan Insurance cover granted by NEXI, to finance the zinc refinery expansion of Votorantim Cajamarquilla and the production of indium. Votorantim Cajamarquilla is a Peruvian subsidiary of the Votorantim Group, Brazil’s largest industrial conglomerate. (Counsel to Votorantim Cajamarquilla.)
- US$ 140 million financing through a lease back to Votorantim Cajamarquilla by BCP to finance the zinc refinery expansion of Votorantim Cajamarquilla and the production of indium. This is the largest lease back structured in Peru by BCP. (Counsel to Votorantim Cajamarquilla.)
- US$ 100 million Fourth Corporate Bond Program for Empresa de Generación Eléctrica de Lima S.A.A. ("EDEGEL"), the major power generating company in the Peruvian electric market, arranged by Scotiabank. (Counsel to Scotiabank.)
- Nestlé Perú S.A.'s ("Nestlé") offering to redeem its "investment shares" (acciones de inversión) (i.e., shares created in Peru in the 70s to benefit workers). The transaction, which was implemented through a public redemption offering (Oferta Pública de Redención – OPR) launched in April 2009, allowed Nestlé to withdraw its investment shares from its tenants (mainly ex workers), and involved close coordination with the Peruvian Securities and Exchange Commission, CONASEV. Among other differences with respect to common public offerings in Peru, this kind of redemption offerings presents a main particularity: the shareholders' silence with respect to the offering is regarded as an acceptance (silencio positivo) and thus the shares in those cases can be redeemed. (Counsel to Nestlé.)
- US$ 150 million financing TGP by CAF, BCP and Natixis for the expansion of the transport capacity of natural gas and LNG. This facility will share with other senior lenders, such as the IADB and the bondholders of the First Bond Program of TGP, the collateral package regulated by a New York law governed MCA. (Counsel to TGP.)
- US$ 21 million financial lease to Minera Barrick Misquichilca S.A. by Scotiabank for the construction and/or acquisition of the necessary assets for the development of Phase 4-4A of the lixiviation plant of Lagunas Norte mine. (Counsel to Scotiabank.)
- Up to PEN S/. 1.5 billion Guaranteed Medium Term Note Programme under Regulation S and under the rules applicable to the private offering of securities targeted to Peruvian private pension funds for SAB Miller Plc's and Racetrack Perú S.A.C., arranged by Citibank del Perú S.A. ("Citibank") and BBVA. This is the largest private offering of securities to be undertaken by a foreign issuer in Peru. (Counsel to Citibank and BBVA.)
- US$ 90 million financing to Inversiones Nacionales de Turismo S.A. ("Intursa"), operator of the Libertador hotel chain owned by the Brescia group (the largest Peruvian family conglomerate), by BCP and BBVA. Part of the proceeds of the financing will be used for the construction of the first Westin-"W" hotel in South America that will be located in Lima. The project will conclude with the tallest building in Peru. This transaction shares the characteristics of a "brown-field" project financing, being the sponsors Inversiones Breca S.A. and Urbanizadora Jardín S.A. (Counsel to Intursa.)
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| 2008 and Before |
- US$ 2.7 billion international acquisition by The Rank Group of The Alcoa Group's CSI, Consumer Products, Reynolds Food Packaging and Alcoa Flexible Packaging businesses. (Counsel to The Rank Group with respect to Alcoa's Peruvian assets.)
- US$ 135 million financing to Milpo by Credit Suisse for the acquisition of a controlling stake in Atacocha. (Counsel to Milpo.)
- US$ 117 million acquisition of the 70% voting stock of Atacocha by Votorantim Metais (through its SPV Votorantim Andina Perú S.A.C.) and its Peruvian affiliate Milpo (Counsel to the purchasers.)
- US$ 280 million medium-term syndicated loan made available to Scotiabank by Citibank, N.A.; BNP Paribas Panama Branch; Bank of Tokyo-Mitsubishi; Commerzbank; Export Development Canada ("EDC"); Erste Bank (Malta) Limited; Natixis; SMBC; Landesbank Baden-Wuerttenberg, Stuttgart; Mizuho Corporate Bank, Ltd.; Standard Chartered Bank; Wachovia Bank, N.A.; Israel Discount Bank of New York; Unicredito Italiano, New York Branch; with the participation of Citibank, N.A. as Administrative Agent. (Counsel to Citibank, N.A.)
- US$ 400 million Second Corporate Bond Program for TGP arranged by BCP. This program will share with other senior lenders, such as the IADB, CAF, and the bondholders of the First Bond Program of TGP, the collateral package regulated by a New York law governed MCA. (Counsel to TGP.)
- US$ 88 million financial lease to Kallpa by Scotiabank for the engineering, acquisition and construction of Kallpa's third open cycle gas central with a generating capacity of 190 MW in Chilca, Peru. (Counsel to Scotiabank.)
- S/. 4.75 billion Nuevos Soles (equivalent to US$ 1.5 billion) Peru sovereign debt restructuring though a simultaneous sovereign bond ("Sovereign Bonds") offering ("Offering") structured by Citibank in the international and domestic markets. Peru used the proceeds of the Offering to prepay part of its external debt owed to the Paris Club.
The Offering was structured as a two stage process. Citibank acquired the entire Offering in order to immediately sell the Sovereign Bonds both in the international and domestic markets by means of simultaneous securities offerings. In the domestic market, the negotiation of the Sovereign Bonds was part of a public offering. In the international market, the negotiation of the Sovereign Bonds was limited to Qualified Institutional Buyers ("QIBs") under Regulation S and Rule 144-A. This transaction was awarded "Best Sovereign Bond (PERU – Republic of Peru)" by LatinFinance. (Counsel to Citigroup.)
- Structuring of the Peruvian security package related to the US$ 1 billion credit facility granted to Quebecor World Inc. and Quebecor World (USA) Inc. by a syndicate of banks led by Credit Suisse, Cayman Islands Branch ("Credit Suisse, C.I.B."). (Counsel to Credit Suisse, C.I.B., as administrative agent; to General Electric Capital Corporation, as collateral agent; and, to Morgan Stanley Senior Funding, Inc., as syndication agent.)
- US$ 80 million syndicated credit facility for TGP granted by Natixis and BCP for the expansion of the capacity of the natural gas and liquids of natural gas transportation pipelines of the Camisea field. (Counsel to TGP.)
- US$ 70 million First Program of Inka Bonds structured by Citibank for Compañía Nacional de Chocolates of Colombia and Compañía Nacional de Chocolates of Peru. The offer was mainly targeted at Peruvian private pension funds ("AFPs"). (Counsel to Citibank.)
- US$ 60 million secured financing by The Bank of Nova Scotia in favor of Cementos Lima S.A. (Counsel to The Bank of Nova Scotia.)
- US$ 50 million structured pass-through financing granted to Survial S.A. by COFIDE through Deutsche Bank AG (as borrower, "Deutsche Bank") for the financing of Interoceanic Highway between Peru and Brazil. The financing is backed with Certificados de Reconocimiento de Avance de Obra ("CRPAOs".) (Counsel to COFIDE.)
- US$ 165 million Senior Secured Credit Facilities for Diamante granted by a bank syndicate lead by Citibank, N.A. and guaranteed by certain assets and fishmeal exports revenues for the acquisition of Consorcio Malla S.A. ("Consorcio Malla"), Pesquera Polar S.A. ("Pesquera Polar") and Pesquera Atlántico S.R.L. ("Pesquera Atlántico"). (Counsel to Diamante.)
- US$ 50 million credit facility for TGP by BCP to finance the expansion of the natural gas transport capacity. This financing will share the collateral package regulated by the New York law governed MCA with other senior lenders such as IADB, CAF, and the bondholders of the First Bond Program of TGP. (Counsel to TGP.)
- US$ 80 million "Contract-backed Medium Term Notes Program" of Compañía Minera San Martín. The negotiation of the Notes was limited to QIBs under Regulation S (thus for non US investors). Citibank, N.A. acted as Fiscal Agent, Custodian and Registrar of the Global Notes. (Counsel to the Issuer.)
- US$ 90 million financial lease for EDEGEL granted by Scotiabank aimed at allowing the development of expansion project for the Santa Rosa thermo-electric plant, which included the installation of a 190MW open-cycle turbine running on natural gas under an EPC contract with Siemens. (Counsel to Scotiabank.)
- £27 million Maple's private offering and listing of shares on the AIM of the London Stock Exchange. A holding company incorporated in Ireland whose assets and investments are ultimately located entirely in Peru, Maple placed common shares through a private offering that included a local portion in Peru (among Peruvian institutional investors, principally AFPs) and a portion in the British market, and which concluded with the listing of the mentioned shares on the AIM.
This is the first time that a company with 100% Peruvian assets has listed its shares on the AIM. The local portion of the offering required that the Maple shares be previously registered before the Peruvian Superintendence of Banking, Insurance and AFPs. Since the offering constituted a new transaction, there was no specific regulation with respect to the deal, such that it was necessary to complete the work in close collaboration with the regulator. The placed shares were listed on the Lima Stock Exchange thereafter. (Counsel to Maple.)
- First Program of Toll Securitization Bonds for the Metropolitan Municipality of Lima ("MML") as Originator for up to S/. 250 million, structured by Citibank and Banco Wiese Sudameris S.A., in which BWS Sociedad Titulizadora S.A. acts as Trustee, Issuer and Representative of the Bond Holders, and Empresa Municipal Administradora de Peajes – EMAPE as Collections Manager. The assets to be securitized are 100% of the rights corresponding to the MML for the tolls under its jurisdiction, and the bonds issued with the support of the trust estate will be backed by the flows resulting from the automobiles tax. (Counsel to Citibank.)
- First Program of Securitization Bonds – HOCP for Hunt Oil Company of Peru, Sucursal del Perú ("HOCP") as Originator for up to US$ 150 million, structured by BCP, in which Creditítulos Sociedad Titulizadora S.A. acts as Trustee, Issuer and Representative of the Bond Holders, and HOCP as Collections Manager. The transaction implied the securitization of future flows derived from the hydrocarbons of the Camisea project. (Counsel to HOCP.)
- Camisea US$ 850 million pipeline project financing for TGP. Counsel on the structure of the transaction, including the perfection of the Peruvian collateral package, for the multilateral development agencies financing. The project included a US$ 270 million local bond placement, and up to US$ 210 million co-financing by IADB and CAF –out of which US$ 125 million have been disbursed.
The Camisea transaction contemplated both onshore and offshore security packages. Common terms for the sharing of collateral, including triggers and procedures for foreclosing on the collateral, were regulated in a Master Collateral Agreement ("MCA"), governed by New York law, which required a great deal of negotiation given the differences in tenure, amounts, rates and corporate policies among all participating parties. One of the virtues of the MCA is allowing, under certain rules, the addition of new secured senior lenders, thus making it possible, to the extent reasonably permitted, that negotiations with one group of lenders not be obstructed by negotiations with other lenders. The MCA also provides for the possibility to have "additional collateral" to be shared pari passu by all senior lenders, and "separate collateral" in benefit of one single group of lenders. (Counsel to TGP.)
This transaction was awarded the "Project Finance Latin America Deal of the Year" by Project Finance Magazine in 2005.
- US$ 270 million bond issuance and local market placement by TGP under its Peruvian registered bond program for up to US$ 350 million to finance the Camisea pipeline project. Placement of the US$ 270 million was completed in two simultaneous tranches: one for US$ 200 million, in US Dollar denominated bonds, for a tenure of 15 years at LIBOR plus 3.5%; and, one for US$ 70 million, in Peruvian currency denominated bonds, for a tenure of 25 years at inflation adjusted value plus 7 1/8%. Both issuances were oversubscribed, with record tenors and amounts for the Peruvian capital market. This is the first Peruvian bond issuance to include within its structure non-Peruvian law documents. (Counsel to the Issuer –TGP.)
- Global Debt Program by the IADB. The Peruvian offering was done privately, and registered with the Peruvian Superintendence of Banking, Insurance and AFPs for the private pension funds to be allowed to participate. (Counsel to Citibank as structuring agent of IADB’s Global Debt Program.)
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