Several firms counsel on BOOT between Minera Centinela and Aguas Esperanza
Several firms have counselled on a long-term BOOT contract between Minera Centinela and Aguas Esperanza. The agreement contemplates the purchase of existing facilities and the development of new seawater transport infrastructure for Minera Centinela and Minera Antucoya’s operations, as well as to supply the Nueva Centinela project.
Larrain y Asociados acted as counsel to Minera Centinela; Cuatrecasas as local counsel to the financiers; Milbank, as NY counsel to the financiers; Latham & Watkins as NY counsel to the debtor and sponsors; and Barros & Errázuriz as counsel to Aguas Esperanza and its shareholders.
The advice included the bidding process and negotiation of the water development and conveyance agreement with the awarded consortium and a direct agreement with Aguas Esperanza’s lenders to secure financing for the project.
The transaction, which closed on 4 June, also involved the negotiation and structuring of a senior financing of approximately USD 1.5 billion through a dual structure, with project finance provided by a syndicate of international banks, and the issuance of securities through a private placement structure, in which institutional investors including Allianz, Carlyle, Denham and Hanwha participated. It also included an equity bridge loan of approximately USD 216 million.
The financing banks were Intesa Sanpaolo-New York Branch, KfW IPEX-Bank, Natixis (New York Branch), Banco Bilbao Vizcaya Argentaria, Banco Santander and Crédit Agricole Corporate and Investment Bank.
Minera Centinela is a copper operation located in northern Chile, with an estimated production of 140,000 tonnes of copper, owned by Antofagasta Minerals. The infrastructure involves the construction of a new 144 km long pipeline and a pumping system with a capacity of 650 litres per second, parallel to the current infrastructure, which will be developed by Aguas Esperanza, an entity belonging to the consortium formed by Almar Water Solutions and Transelec.
This new facility will complete the development of Nueva Centinela, which will create around 1,500 new jobs and enable the annual collection of 144,000 tonnes of copper, 3,500 tonnes of molybdenum and 130,000 ounces of gold. This process will be carried out without the use of inland water or the need for desalination, which preserves regional resources and reduces extraction-related emissions.
In-house lawyers involved in the deal were Renzo Stagno for Minera Centinela, Matías Calderón for Transelec, and Ignacio Fernández and Carmen Zapatero for Almar Water Solutions.
Latham & Watkins was led by partner Guido Liniado, with associates Francisco Lascurain and Andres Chester, and with assistance from Jaime Salinas Muller and Yasmin Tayar. Partner Christopher Peponis advised on EPC and O&M arrangements, with associate Andrew Evans. Partner Carlos Alvarez advised on derivatives matters, with associate Jackie Rugart. Partner Elena Romanova advised on tax matters, with associate Claire Park. Partner Matthew Salerno and counsel Andrew Galdes advised on sanctions, anti-corruption and anti-money laundering matters. Counsel Aryeh Zuber advised on ERISA matters. Counsel Joel Cavanaugh advised on investment company matters. Associate Austin Pierce advised on environmental and social matters.
Larrain y Asociados’ team comprised partner Jorge Granic (pictured left) and associates Francisco Cerda, Trinidad Moran and Michelle Inzunza.
Cuatrecasas’ team consisted of partners Macarena Ravinet (pictured centre, left) and Sebastián Leyton (pictured centre, right), senior associate Federico Espinosa, and associates Francisca Bannura, Antonia Montt and José Agüero.
Barros & Errázuriz’s team included partner Nicolás Balmaceda (pictured right), senior associate Diego Ovalle and associate Pablo Ulloa.
