Pinheiro Neto, Stocche Forbes advise ODR Health
Pinheiro Neto advised ODR Health SPE, as issuer and borrower, while Stocche Forbes advised Banco Nacional de Desenvolvimento Econômico e Social (BNDES), as lead coordinator and investor, and the Inter-American Investment Corporation (IDB Invest), as investor and guarantor, in ODR Health’s second public issuance of BRL 247 million in debentures, structured under the tax incentive framework of Law No. 12,431/2011. The total transaction value reached BRL 534.7 million.
The debentures were priced at BRL 1,000 per unit, carrying coupons of IPCA plus 6.53% per year on the first series and IPCA plus 8.415% per year on the second series, identified respectively by the ISIN codes BRODRHDBS027 and BRODRHDBS035. The transaction was structured as limited recourse project finance, secured by a full project collateral package comprising fiduciary assignment of concession receivables and fiduciary assignment of shares, shared pari passu between the debenture holders and BNDES. IDB Invest also provided a guarantee (carta de fiança) in favor of the Series 1 debenture holders and BNDES as direct lender, for a total amount of BRL 264.7 million, serving as a completion guarantee.
The transaction is described as the first issuance of incentivized infrastructure debentures used to finance a public health project in Brazil. Since Law 12,431 was enacted in 2011, infrastructure debentures have mainly financed toll roads, energy projects, ports and telecommunications, with the public health sector remaining outside the framework until this deal.
The financing supports the construction, management, operation and maintenance of Hospital da Mulher e Maternidade Estadual (HMME), a women’s hospital and maternity center located in Palmas, Tocantins, under a public concession granted by the State of Tocantins.
The Pinheiro Neto team advising ODR Health was led by partner Fernando dos Santos Zorzo (pictured left), together with counsel Marcos Saldanha Proença and associates Luiz Fernando de Araújo Plazza and Giovanna Covolo de Freitas. On the borrower’s side, ODR Health was also represented by in-house counsel Andreza Siqueira and Maíra Sampaio Cavalcanti of Opy, while BTG Pactual acted as financial advisor, with Ricardo Uras and Tainah Conde advising on that side.
The Stocche Forbes team advising BNDES and IDB Invest was led by partners Frederico Moura (pictured right) and Marco Saliba, supported by associates André Reis, Larissa Campbell and Antonio Lira. BNDES was represented in-house by Anaê Matsushita Veronezi and Aline Ferreira Guimarães, while IDB Invest’s in-house counsel was Patrícia Alves de Toledo.
