Milbank, Tweed, Hadley & McCloy LLP and Dias Carneiro Advogados have advised the Inter-American Development Bank and four banks - HSBC, Santander, Caixa Geral and Banco WestLB - that have joined the IDB′s A/B loan programme to finance Latin America′s largest port.
The financing was closed on 25 November, and will be used by Embraport to construct and operate a new container at Brazil′s Santos port, seen as vital to easing congestion. Embraport was advised by Souza, Cescon, Barrieu & Flesch Advogados in Brazil, and Davis Polk & Wardell in the US.
The transaction comprises a 15-year US$100 million A loan, and a 12-year US$330 million B loan from the commercial banks. Machado, Meyer, Sendacz e Opice Advogados advised the hedge providers, affiliates of the B lenders, on the preparation and negotiation of the agreements and their collateral entered into by the banks and Embraport.
A parallel financing of US$356 million by BNDES and approved by Caixa Economica Federal, with legal advice from Pinheiro Neto Advogados and White & Case LLP.
The security trustee, BNY Mellon, was advised by Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados in Brazil, and Hogan Lovells in the US.
Dias Carneiro partner Ricardo Sanches says that while due diligence has been underway for quite some time, the bulk of the work was done over the past 12 months. In addition to dealing with regulatory issues, Embraport underwent a restructuring of ownership, and the nature of a co-financing also posed challenges. "Aligning the two facilities was somewhat complicated in terms of matching the guarantees, and trying to have both facilities look alike," says Sanches.
Despite the challenges, he adds that the closing is an important sign to investors looking to Brazil.
Milbank Tweed partner Dan Bartfeld says the financing is unlikely to be a one-off: "In order to support Brazil’s rapid growth, there will be an increased number of transportation infrastructure projects developed".
Counsel to HSBC, Santander, Caixa Geral, Banco WestLB and Inter-American Development Bank
Brazil
Dias Carneiro Advogados
Partners Ricardo Sanches and Thiago Flores, and associates Fabio Baldissera, Marina Schaffa, Daniel Engel, Gustavo Junqueira, Bruno Lauria and Pedro Araujo
US
Milbank, Tweed, Hadley & McCloy LLP
Partner Dan Bartfeld and associates Sarah Glenn, Timothy Fitzpatrick, Vanessa Ortblad and Jeff Leider
Counsel to the hedge providers
Machado, Meyer, Sendacz e Opice Advogados
Partner Nei Schilling Zelmanovits and associate Rafael Capelão Carretero
Counsel to Caixa Econômica Federal
Brazil
Pinheiro Neto Advogados
Partner José Luiz Homem de Mello and associates Karen Schiavon, Marcus Firmato and Gustavo Freitas
US
White & Case LLP
Partner Donald Baker and associate Casey Kenneth Furman
Counsel to BNY Mellon
Brazil
Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
Associates Alexei Bonamin, Guilherme Azevedo and Paula Rodrigues
US
Hogan Lovells
Partner Robert Ripin
Counsel to Embraport
Brazil
Souza, Cescon, Barrieu & Flesch Advogados
Partner Guilherme Forbes and associates Daniel Kuk Fazio and Marina Negro Capeto
US
Davis Polk & Wardwell
Partner Stephen Hood and associate Myles Doherty
This article was originally published on 1 December, and republished today to include the involvement of Machado, Meyer, Sendacz e Opice Advogados, Pinheiro Neto Advogados, White & Case LLP, Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados, and Hogan Lovells.
(Latin Lawyer 05.12.2011)
(Notícia na Íntegra)