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B&E counsels Kauffman Group and Andes Motor on supply of electric buses in Santiago

Barros & Errázuriz has counselled the Kauffman Group and Andes Motor in the public tender for the supply of electric buses to the Public Transport System of the Province of Santiago and the municipalities of San Bernardo and Puente Alto.

As a result, Kaufmann Group and Andes Motor were awarded through their special purpose company Suministradora de Buses K Cuatro the supply of 992 electric buses to the System, which represents the largest electric fleet in the world outside China (the project).

The consultancy involved aspects of the public tendering and award of the project, as well as the drafting and negotiation of all project agreements necessary for the supply and maintenance of the buses, including a purchase and sale agreement with Foton, the manufacturer of the buses, and a warranty and extended warranty agreement with CATL, the world’s largest battery manufacturer and manufacturer of the electric batteries for the buses. At a later stage, the firm advised the companies on their third party partnership, first with Enel X and then with Infrabridge, which acquired Enel X’s 100% stake in the project.

This transaction closed on 17 November for up to USD $590 million. Other firms advising on the transaction were: Morales & Besa as counsel to Enel; Tyndall as financial advisor to the project; Allen & Overy as counsel to the lenders; Winston & Strawn as counsel to the borrower under New York law; White & Case as counsel to Andres Motor with respect to the bus purchase agreement with Foton and the security agreement and extended warranty agreement with CATL; Carey as counsel to the lenders on the long-term financing; Astris Finance as financial advisor to Infrabridge; and Claro & Cia as counsel to Infrabridge.

In relation to the financing of the project, in a first stage, B&E advised Andes Motor in the drafting and negotiation of a financing agreement with Banco Santander and Banco de Chile, for an amount of up to USD 250,000,000, for the purpose of financing the letters of credit for the importation of the electric buses.

In a second stage, B&E acted as local advisor to the Supplier (as debtor) and Kaufmann and InfraBridge (as sponsors) in obtaining long-term financing from the International Finance Corporation (IFC), as a member of the World Bank, the Inter-American Investment Corporation (IADB) and the Banco del Estado de Chile, for up to USD 340,000,000, to finance the purchase of the 992 electric buses. Inter-American Investment Corporation and International Finance Corporation provided financing of up to USD $127 million each and Banco del Estado de Chile provided financing of approximately US $93 million (UF2,188,000) for a term of 13 years.

The consultancy included the negotiation and closing of the Chilean financing documents, which included, among others, the guarantee package, the project documents, certain agreements between the “Sponsors” and the local financing documents necessary for the disbursement of the loan.

Acting as in-house counsel were: Solange Marie Martin for the International Finance Corporation; Angel Botto for Inter-American Development Bank Group; María Cecilia Jiménez Grez for Banco del Estado de Chile; Pamela Toro for Kaufmann Group; and Sinclair Jones for Infrabridge.

Allen & Overy’s team included partners Jean Lee and Jillian Ashley, and associates Eduardo Kappel, Juan Manuel Camarena and Sagarika Sridhar.

Winston & Strawn’s team was represented by partners Richard P. Puttré and Talbert Navia, advisor Javier Daza Rossi and associate Sabrina Rishmague.

Carey’s team was comprised partner Felipe Moro, and associates Loreto Ribera, Victoria Alonso, Tomás Águila and Magdalena Menchaca.

B&E’s team was led by partner Francisco De La Barra (pictured), with the support of lawyers María José Bordalí, Daniela Peña, Nicole Ubal, Jean Andre Petit, Camila Rubio, Tomás Kovacevic, Carola Trucco, Magdalena Munita, Luis Alberto Letelier, Joaquín Uauy, Valentina Villalobos and Paulina Eyzaguirre.

L Giselle Estrada