Garrigues Peru has assisted Grupo Romero in a strategic alliance, as sellers of a 50% stake in Trabajos Marítimos (Tramarsa) in favour of Global Infrastructure Partners (GIP), through the Peruvian subsidiary GIP EM Dragon Luxco.
This transaction was signed on 10 March and closed on 30 March. Following this transaction, they indirectly acquired Santa Sofía Puertos (Peru); Salaverry Terminal Internacional (Peru); Terminal Internacional (Peru); Tramarsa Servicios Generales; Logística Peruana del Oriente; Almacenes Pacífico del Sur (Bolivia); KEMFA Servicios, Inversiones y Representaciones (Bolivia); as well as several subsidiaries located in Peru.
Other firms advising on the transaction were Simpson Thacher & Bartlett LLP, as New York counsel to Grupo Romero; Miranda & Amado and Latham & Watkins LLP as advisors to GIP in Peru and New York, respectively; and Clifford Chance and Estudio Echecopar acted as counsels to the lenders in New York and Peru, respectively.
Banco Santander acted as sole lead arranger, sole bookrunner and lender; while Citibank acted as administrative agent; and Banco Internacional del Perú, Banco Latinoamericano de Comercio Exterior, Banco de Crédito e Inversiones (Miami) and Banco Internacional de Costa Rica acted as lenders.
The transaction was complex due to the various Tramarsa subsidiaries involved, the negotiation between several parties and the time constraints to close the transaction within a specific timeframe. To this end, a particular analysis was carried out in relation to the terms of the agreements between Grupo Romero and GIP in order to achieve growth in the Peruvian and regional port sector by seeking expansion opportunities through Tramarsa.
Sergio Amiel, partner at Garrigues, stated: “This is a landmark transaction for the Peruvian port industry and a positive strong signal for the Peruvian M&A market. It evidences continued interest by global players in Peru”. Hector Zegarra, Counsel at Garrigues, adds that it further evidences “Grupo Romero continued interest in expanding its regional presence, in this occasion through a strategic partnership in Tramarsa through which both firms plan to invest further in port- and mining-adjacent infrastructure throughout the Andean region in South America.”
Tramarsa is part of Grupo Romero, an integrated port infrastructure platform in Peru, which operates two port concessions in Peru, Terminal Internacional del Sur in the Port of Matarani and Salaverry Terminal Internacional in the Port of Salaverry and also provides port services and operates private terminals through its subsidiaries. Tramarsa operates in Peru and Bolivia.
Michel Biber and Rafael Villarán acted as in-house counsel to Grupo Romero.
Simpson Thacher & Bartlett’s team consisted of partner Borja Marcos and international associate Laura Grisales.
Miranda & Amado’s team was represented by partner Bruno Amiel.
Latham & Watkins’ team was composed of partners Antonio del Pino and Carlos Ardila, and associates Francisco Lanusse and Maria del Pilar Villanueva.
Clifford Chance’s team included partners Fabricio Longhin, Thais Garcia, Stefanie Ferring, Darren Littlejohn, Avrohom Gelber and Paul Koppel, as well as avocat Donald Sefer, special legal consultant Santiago Roca Arribas, associates Alejandro Leon, Mark Sheehy, Lucia Guardone, Tjasa Perger, Jacklyn Hoffman, David Martinez, Tomislava Dragicevic, Thomas Koh and Milica Pavlovic, and law clerks Pedro Buchanan and Maria Fernanda Gadea.
Estudio Echecopar’s team comprised partner Juan Carlos de los Heros and associates Luciana Palomino and Mikela Echeandía.
Garrigues Peru’s team was led by partner Sergio Amiel (pictured left), counsel Héctor Zegarra (pictured right) and associates Amaranta Chuquihuara and Stefano Valer.