Rimon
Home Expertise Project Finance
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Our team has extensive experience helping clients navigate the structuring, development and financing of complex cross-border energy and infrastructure projects, including public-private partnerships (P3). We advise project companies, sponsors, lenders, participants, agents, arrangers, underwriters, placement agents, investors and host government entities in relation to a wide range of projects. Many of the transactions that we have worked on have involved support from multilaterals, export credit agencies and development financial institutions, and we have a keen awareness of their requirements and expectations.

Geographically, we have deep market knowledge and experience in Latin America, the Caribbean, and Africa. Our attorneys have experience with projects in almost all sectors, including the following:

 


Electric Power

  • Represented a European development financing institution, which was the main financial sponsor of a solar photovoltaic energy independent power producer in Central America, in the settlement of a dispute between the project company and its EPC contractor, which was also a significant shareholder, over warranty claims which had resulted in deadlock. Although initially not involved in the transaction, expertise in legal documentation for energy projects in Latin America was leveraged. After 3 days of face-to-face meetings, the resolution of the dispute was successfully achieved, ending a deadlock that had persisted for almost two years, and terms of a settlement agreement were reached, which were then drafted at the request of the parties. When the project company suddenly faced a bet-the-company litigation on the brink of finalizing the settlement documentation, coordination with local counsel, government relations experts, other affected parties, and the project company’s multilateral and export credit agency lenders led to the crisis being managed and resolved swiftly. Subsequently, engagement by the client in the successful purchase of the equity interests of its local partner followed.
  • Advised Desarrollo Eléctrico Suria, a Colombian energy transmission company, subsidiary of EDEMSA and part of Grupo Ethuss, on the issuance and 4(a)(2) private placement of USD 45 million of senior secured notes to refinance two energy substations and their associated transmission lines designed to support Colombia’s electrical grid buildout, and a credit facility to support the issuance of letters of credit to satisfy the debt service reserve required balance under the notes. AllianzGI and its clients and affiliates acted as the initial purchasers of the notes, JP Morgan acted as Placement Agent and DSCR LC Lender and TMF acted as Intercreditor, Collateral and Paying Agent. The deal required building additional flexibility in the documentation to releverage the equity, if necessary, with a tranche of mezzanine.
  • Represented the sponsor in connection with the project financing of a solar photovoltaic project in Mexico provided by the U.S. Overseas Private Investment Corporation (OPIC) and the North American Development Bank (NADB).
  • Represented Haina Energy Holdings II, as borrower, in a $100,000,000 senior secured term loan from Bancolombia (Panama), S.A. to finance a portion of its acquisition of Basic Energy (BVI) Ltd., which indirectly owns a controlling interest in EGE Haina, S.A., the largest generator of electricity in the Dominican Republic.
  • Represented EGE Haina Finance Company, a wholly owned subsidiary of Empresa Generadora de Electricidad Haina, S.A., the largest power generator in the Dominican Republic, in connection with its offer and sale of $175,000,000 9.50% Senior Notes due 2017 pursuant to Rule 144A and Regulation S.
  • Represented a major wind energy developer in a non-recourse construction financing and sale-leaseback take-out financing for a 34 MW wind energy project constructed in Hancock County, Maine.
  • Represented Empresa Generadora de Electricidad Haina S.A., a Dominican electric generation utility, in its successful consent solicitation and related Supplemental Indenture, dated as of December 13, 2005, regarding its $104,000,000 Senior Secured Fixed Rate Notes due March 14, 2010.
  • Represented Empresa Eléctrica de Guatemala S.A., a Guatemalan private electric power generation company, as borrower, in a $100,000,000 structured debt facility.
  • Represented the Instituto Costarricense de Electricidad, the Costa Rican electric utility, as borrower, in a $100,000,000 Dual Currency Loan Facility from Credit Suisse First Boston International.

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Transportation

  • Advised the consortium Grupo Vía Central, comprised of Sacyr, NGE, Saceem and Berkes, in the refinancing and additional financing for the construction of the Ferrocarril Central project in Uruguay. The financing consisted of a USD 250 million senior facility provided by the Interamerican Investment Corporation (IDB Invest) with a participation financed through a fixed rate B-Bond private placement, to refinance existing senior debt and provide additional funds for the construction of the project, improving the project’s overall financing terms and conditions. Allianz Global Investors, on behalf of its clients, was the initial purchaser of the notes. The transaction was IDB Invest’s largest-ever B-Bond structured financing. The tailor-made B-Bond structure allowed the concessionaire to access a capital markets solution by unlocking financing available from international institutional investors at longer tenors and channeling new resources to keep supporting the development of the project. The refinancing required the full amendment and restatement of the main financing documents and the coordination of all senior and subordinated lenders and participants, and the creation of a special purpose trust in the Cayman Islands to issue senior secured notes (the B Bond) and use the proceeds thereof to purchase a participation interest in the Tranche B Loan made by IDB Invest to the borrower.
  • Advised Banco Bilbao Vizcaya Argentaria S.A. (BBVA) as administrative agent and lender in a COP 1 trillion (USD 238 million) loan to Financiera de Desarrollo Nacional S.A. (FDN), backed by the Multilateral Investment Guarantee Agency (MIGA), a member of the World Bank Group. The proceeds of the loan will be used to finance green infrastructure projects and highways in Colombia, including 4G and 5G toll road projects. It is not common for public entities in Colombia to receive funding for amounts like this in Colombian pesos. The funding in Colombian pesos required us to help BBVA structure the financing to include an embedded derivatives structure (and not with derivatives entered into by the borrower) to hedge the exchange risk.
  • Represented the project owner and sponsor, as special international legal consultant, in connection with the review of a Design-Build Contract for a shipping terminal project in Jamaica. Although the design-build contract was governed under Jamaican law, based upon the firm’s reputation for international project finance knowledge and experience working for other companies in the group, it was engaged to ensure that the agreements aligned with international standards and the client’s interests were appropriately protected.
  • Represented Gran Americas USME Provision S.A.S., GMasivo 10 S.A.S. and GMasivo 16 S.A.S., the concessionaires in three separate bus lines within the TransMilenio network in the District of Bogota, Colombia, in connection with the US Private Placement of USD 126 million in bonds issued under the Sustainability Bond Framework, which recognizes the favorable environmental and social impact of the buses purchased from Scania with the proceeds of the issuance. The bonds met the criteria for certification by the Climate Bond Standard Board on behalf of the Climate Bonds Initiative and received a positive assessment from ISS-ESG on their alignment to the Green Bond Principles, Social Bond Principles and Sustainability Bond Guidelines.
  • Represented the concessionaire and project sponsors in a Colombian toll road project, awarded under the Autopistas para la Prosperidad public-private partnership (P-3) program within the fourth generation (4G) infrastructure concessions, which included the construction, operation and maintenance of 54 bridges, two tunnels, three intersections and toll booths. This transaction was awarded Best Local Currency Financing at LatinFinance’s 2016 Project & Infrastructure Finance Awards.
  • Represented Corporación Andina de Fomento (CAF), a multilateral development bank, as lender in a financing arranged by Banco Itaú BBA S.A. for the project financing of the Puerto Bahía multipurpose terminal port project in Colombia, owned by a subsidiary of Pacific Rubiales.

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Telecommunications

  • Represented Viettel Perú S.A.C., a Peruvian telecommunications company (d/b/a Bitel) owned by Vietnam’s telecommunications utility, Viettel, as borrower, in connection with a $200,000,000 fixed-rate, dual tranche, senior-secured term loan arranged by Citibank, N.A.
  • Represented the Interamerican Development Bank, a multilateral development bank, as lender, in a $200,000,000 A/B loan facility to Empresa Brasileira de Telecomunicações S.A. – Embratel, which owns the largest telecommunications network in Brazil.
  • Represented Corporación Andina de Fomento (CAF), a multilateral development bank, as lender in an amended and restated $131,000,000 A/B loan facility to Empresa Brasileira de Telecomunicações S.A. – Embratel, a Brazilian company which owns the largest telecommunications network in Brazil.
  • Represented Export Development Canada, the Canadian export credit agency, as lender, and Calyon New York Branch, as administrative agent, in a $100,000,000 A/B loan facility to Empresa Brasileira de Telecomunicações S.A. – Embratel, which owns the largest telecommunications network in Brazil.
  • Represented Corporación Andina de Fomento (CAF), a multilateral development bank, as lender in a $100,000,000 A/B loan facility to Empresa Brasileira de Telecomunicações S.A. – Embratel, which owns the largest telecommunications network in Brazil.
  • Represented Bladex, as participant, in the $540,146,467.19 Third Amended and Restated Note Purchase Facility to Telemar Norte Leste, S.A.,a note purchase facility to a Brazilian telecommunications company.
  • Represented the Instituto Costarricense de Electricidad, the national electric and telecommunications utility of Costa Rica, as borrower, in a $100,000,000 Dual Currency Loan Facility from Credit Suisse First Boston International.
  • Represented Compañía de Radiocomunicaciones Móviles S.A., as borrower, in a $70,000,000 Credit Facility.
  • Represented ABN AMRO Bank, N.V., as lender, in a $4,000,000 uncommitted line of credit to Teleglobe Colombia S.A., a Colombian telecommunications company.
  • Represented ABN AMRO Bank, N.V., as administrative agent and collateral agent, in connection with the workout of a $74,000,000 project financing for Avantel, S.A., a Colombian cellular telecommunications company.

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Water & Sanitation

  • Represented the arranger, as special international legal consultant, in connection with the structuring and bankability analysis of the limited recourse project financing of a greenfield water treatment project plant in Jamaica, which encompassed the review of the water purchase agreement with the National Water Commission, as well as the construction contract and operation and maintenance agreements, and recommendations to align the same with international best practices.

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Mining

  • Represented HSBC Bank plc, as administrative agent, in a $500,000,000 Senior Revolving Credit Facility for CVRD International, S.A., guaranteed by its parent, Companhia Vale Do Rio Doce, a Brazilian mining company which is the world’s largest iron ore exporter.
  • Represented a Bermuda investment fund in its investment in convertible debt and warrants of the English holding company of a Peruvian mining company.

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Oil & Gas

  • Represented a leading global energy company, as project owner and sponsor, in connection with a bankability analysis with respect to the natural gas transportation agreement for a gas pipeline project in Mexico. Although the gas transportation agreement was governed under Mexican law, the client wanted the benefit of the firm’s perspective as to how it compared to international standards and how well it would dovetail into a New York law international project financing transaction so that the client would be best positioned when they sought financing. Supervised and worked with a senior associate licensed in Mexico with experience in energy project finance to make sure that the recommendations were practical, feasible and beneficial under Mexican law as well.
  • Represented Putney Capital Management, as sellers, in connection with (i) the sale and rebranding of a 70% interest in a leading fuel retailer in the Dominican Republic, including 130 fuel stations and the related commercial oil products and lubricant business, to Total, a French based multinational oil company and (ii) a related credit facility providing for the issuance of standby letters of credit by The Bank of Nova Scotia.
  • Represented Corporación Andina de Fomento (CAF), a multilateral development bank, as lender in a in a senior secured syndicated project finance facility for the construction of port terminals for crude oil and dry bulk and general cargo in Colombia.
  • Represented a Central American bank, as administrative and collateral agent, in connection with a $30,000,000 senior secured revolving loan facility to the Nicaraguan branch of a multinational petroleum company.
  • Represented HSBC Bank USA, National Association, as Administrative Agent, in a $320,000,000 senior syndicated term loan facility to Pan American Energy, LLC, Argentine Branch, the second largest hydrocarbons producer in Argentina.
  • Represented Corporación Andina de Fomento (CAF), a multilateral development bank, as lender, in a $250,000,000 senior unsecured A/B loan facility for YPF Sociedad Anónima, the largest hydrocarbons producer, and largest company, in Argentina.
  • Represented Banco Santander S.A. and KfW represented by KfW IPEX-Bank GmbH, as lead arrangers, in a €43,776,886 Hermes Buyers Credit Facility, and a companion €47,221,572 export refinancing credit facility, to Companhia Integrada Textil de Pernambuco, a Brazilian petrochemicals company, which was guaranteed by its parent company, Petróleo Brasileiro S.A. (PETROBRAS), and covered by comprehensive insurance policies from Euler Hermes Kreditversicherungs-AG, the German export credit agency, for the turn-key construction by a German supplier of a polymerization plant for the production of high viscosity polyester (PET) bottle-grade chips and a separate polymerization plant for the production of textile-grade semi-dull polyester polymers in Pernambuco, Brazil.
  • Represented Calyon, London Branch, as Administrative Agent, in a $100,000,000 syndicated senior secured credit facility to Pluspetrol Camisea, S.A. to partially finance the development of the Peruvean Camisea natural gas fields, which are amongst the largest natural gas fields in Latin America.
  • Represented an oil and gas exploration services company in obtaining secured financing for its acquisition of rights to and development of a natural gas well.
  • Represented Calyon, New York Branch, as Administrative Agent, in a $200,000,000 syndicated senior credit facility to Pan American Energy, LLC, Argentine Branch, the second largest hydrocarbons producer in Argentina.
  • Represented BNP Paribas, New York Branch, as Administrative Agent, in a $1,156,000,000 syndicated senior revolving credit facility to Petróleos de Venezuela S.A., the Venezuelan state oil company.
  • Represented Banco Supervielle Société Générale S.A., as administrative agent, in a $60,000,000 bridge loan, and as underwriter in the subsequent take-out financing through the issuance pursuant to Regulation S of $60,000,000 of Medium Term Notes, for Transportadora de Gas del Norte S.A., an Argentine natural gas distributor.

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Hotel, Resort & Recreational Facilities

  • Represented the newly formed project company, as borrower, in connection with the financing of the construction of a mixed use (commercial, residential and office) urbanism real estate development project on an approximately 25 acre site in Costa Rica.
  • Represented the syndication agent, bookrunner and mandated lead arranger in a $280,000,000 syndicated project financing for the construction of the EPIC Miami Hotel & Residences, a 55-story hotel and condominium project in Miami, Florida.

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Social Infrastructure

  • Represented JMMB Bank (Jamaica) Limited, as borrower, and its holding company, JMMB Group Limited, one of the leading financial groups in the Caribbean, as guarantor, on (i) an up to USD 50 Million Environmental, Social and Governance (ESG) Senior A/B Loan Facility from the Inter-American Investment Corporation (IDB Invest) and (ii) an up to USD 30 Million ESG Senior Loan Facility from Development Finance Institute Canada Inc. (FinDev Canada), in each case to finance the growth of the bank’s Small and Medium Enterprise (SME) and low- and medium-income housing portfolios in Jamaica.
  • Represented Gran Americas USME Provision S.A.S., GMasivo 10 S.A.S. and GMasivo 16 S.A.S., the concessionaires in three separate bus lines within the TransMilenio network in the District of Bogota, Colombia, in connection with the US Private Placement of USD 126 million in bonds issued under the Sustainability Bond Framework, which recognizes the favorable environmental and social impact of the buses purchased from Scania with the proceeds of the issuance. The bonds met the criteria for certification by the Climate Bond Standard Board on behalf of the Climate Bonds Initiative and received a positive assessment from ISS-ESG on their alignment to the Green Bond Principles, Social Bond Principles and Sustainability Bond Guidelines. This was an initial issuance in the international capital markets for each of the issuers.
  • Represented IBT Health S.A.C., as borrower, and certain of its affiliates as pledgors and guarantors, in connection with a secured bank credit facility for the project financing of two hospitals operated under public-private partnership (P-3) agreements in Peru.
  • Represented a Central American bank in connection with a subordinated loan from the Inter-American Development Bank (IDB), to be used to provide complementary capital to support lending to small and medium-size enterprises (SMEs), and women-owned SMEs.
  • Represented Corporación Andina de Fomento (CAF), a multilateral development bank, as lender in a $100,000,000 A/B loan facility to Centrais Elétricas Brasileiras S.A. – Eletrobrás, the Brazilian public electric utility.

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Rimon Attorneys With Expertise in Project Finance Include:

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