Clifford Chance advises on Gatún’s $1.05bn bond
Clifford Chance has advised the initial purchasers and letter of credit (LC) facility banks on the issuance by Generadora de Gatún (Gatún) — an indirect subsidiary of InterEnergy Group and The AES Corporation — of US$1.05 billion in aggregate principal amount of 6.874% Senior Secured Amortizing Notes due 2044, structured as a Rule 144A / Regulation S offering, alongside a US$134 million LC Facility.
The transaction refinanced Gatún’s original project finance indebtedness and established a long-term capital markets financing structure for the 670 MW natural gas power facility located near the Atlantic entrance of the Panama Canal. Clifford Chance also advised the original lenders under the project finance facilities used to fund the development and construction of the plant in connection with the repayment of that indebtedness.
The offering was accompanied by the LC Facility to support ongoing operational and reserve requirements and included a comprehensive security package governed by New York and Panamanian law.
The initial purchasers were J.P. Morgan Securities, Morgan Stanley & Co., Natixis Securities Americas, Scotia Capital (USA) and SMBC Nikko Securities America. The LC facility banks were JPMorgan Chase Bank, Morgan Stanley Bank, Natixis New York Branch, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, and Global Bank Corporation.
The Clifford Chance team advising the initial purchasers and LC facility banks was led by partners Jon Zonis (pictured right) and Jessica Springsteen (pictured left), with counsel Alberto Haito, associates Paula Ferreira, Brianna Jones Rich, Agata Radajczyk and Adele Irwin, foreign lawyer Mariana Gutierrez Ruiz, and law clerks Lauren Bauer and Javier Melendez.
Fiduciaria Davivienda (Panamá), as LC Facility Administrative Agent, was advised by partner Mariana Estévez and associate Adriana Cabal Gutierrez. Global Financial Funds Corp, acting as Panamanian Trustee, was advised by partner Hugo Triaca, associate David Rondon and foreign law clerk Natalie Jana Deradi. The original lenders were advised by counsel Lauran Smith and associates Fernando Liu and Ava Scott.
Additional support on tax matters was provided by partner Avrohom Gelber and associates Ian David and Gil Shauly, while partner Paul Koppel advised on ERISA matters.
