LatinFinance - September/October 2015 - 102

BEST AIRPORT FINANCING

ACI AIRPORT SUDAMERICA
Corporación America subsidiary ACI
Airport Sudamerica (ACI) closed a landmark
deal in April 2015, representing the firstever US dollar-denominated corporate
bond to finance infrastructure in Uruguay.
ACI's 6.875% $200m 3032 senior secured
guaranteed notes issue is a highlight in the
category as it also marks the company's
debut in the international capital markets.

Project: Carrasco International
Airport, Uruguay
Location: Montevideo, Uruguay
Financing type & size: $200m Senior
Secured Bond
Banks: Bank of America-Merrill
Lynch, Nomura, BNY Mellon
Law firms: Bergstein, Cuatrecasas,
Emmet Marvin & Martin, Guyer &
Regules, Mayer Brown, Simpson
Thacher, Uria Menéndez

ACI is the controlling shareholder of
Puerta del Sur, the concessionaire of
the Carrasco International Airport in
Montevideo, Uruguay. Carrasco airport
is one of the region's busiest, with the
capacity to handle up to 4.5 million
passengers a year flying throughout Latin
America and to the US and Europe. ACI
used the proceeds from the deal to pay back
Puerta del Sur's bank loans, fund its reserve
accounts and to lend to Corporación
America's capital expenditure programs.
Given Carrasco airport's reach across
three continents, investors were attracted
to the bond sale based on the flows of the
airport alone. Prospective bondholders
also liked that they were entitled to a
termination payment should the airport's
concession contract, due to expire in 2033,
be unilaterally revoked by the Uruguayan
government.
Jorge Arruda, senior director at
Corporación America says the company
faced a major challenge when Uruguay's
flag carrier, Pluna, filed for bankruptcy in
2012. Despite the bankruptcy, ACI managed
to keep Carrasco's average traffic growth
at 6.2% a year, a figure that has been
maintained for a decade.
Bank of America-Merrill Lynch
and Nomura Securities led the 17-year

102 LATINFINANCE.COM - September/October 2015

amortizing bond issuance, which was
priced at 97.168% to yield 7.25%. After a
marketing effort across New York, Boston,
London, Santiago and Los Angeles, the
deal attracted a diverse group of fixedincome investors including US and Latin
American entities as well as high net worth
individuals. LF

closing the deal in August 2014.
"This aspect did delay the financing
some time, as one of the critical issues in the
structuring was that it took place during a
period where ownership was transferred. But
in the end, we were glad to have obtained a
competitive price and terms," says Enrique
Soria, the former CFO of Tisur. LF

BEST PORT FINANCING

BEST TRANSPORT FINANCING

TERMINAL INTERNACIONAL
DEL SUR-MATARANI PORT

METRO DE SANTIAGO

The lenders on the financing backing this
Peruvian port demonstrated incredible
reserves of flexibility and dedication
to the transaction. From negotiating
underlying supply contracts and
government concessions to revamping
the deal to accommodate an acquisition,
this $280 million loan is emblematic
of how experienced project financiers
with regional expertise combined with
committed sponsors can overcome
significant hurdles.
The Matarani Port is operated by Grupo
Romero's subsidiary Terminal Internacional
del Sur (Tisur). The expansion project will
double the port's handling facilities and allow
it to become Peru's primary terminal for
mineral exports, particularly those from the
country's prolific Las Bambas copper mine.
In addition to negotiating commercial
shipping offtake agreements with Las
Bambas' former owner Xstrata, the

Project: Matarani Port
Location: Arequipa, Peru
Financing type & size: $280m loan
Banks: Crédit Agricole, Citi,
Mizuho, Natixis, SMBC
Law firms: Allen & Overy,
Garrigues, Hernández y Cía,
White & Case

sponsors and lenders also had to go back
to the Peruvian government to re-work
the port's concession agreement to make
it bankable. Crédit Agricole, Mizuho,
Natixis and SMBC were mandated on the
13-year $280 million credit, with Citibank
acting as trustee agent. When Xstrata
announced its $41 billion merger with
Australia's Glencore, the lenders also
had to revise initial agreements ahead of

Metro de Santiago, state-backed operator
of the subway system and sponsor of the
construction and expansion of lines 3 and
6, set new records for itself and raised the
bar for project financing in Chile with this
financing. The $1.3 billion package is Chile's
largest infrastructure deal outside of the
mining sector and also contains Metro de
Santiago's largest single commercial bank
loan and its first international bond in its
45-year existence.
The package features a 4.75% $500
million 2024 Rule 144A/RegS issuance and
a dual-tranche US$800 million loan that is
comprised of $250 million commercial bank
tranche with local and international lenders
and a $550 million tranche with export
credit agencies. Metro de Santiago secured
guarantees from Spanish export credit
agency Cesce and French equivalent Coface
for the loan which lowered interest rates for
the borrower.
Given the limited number of Chilean
banks with strong project finance
experience, and a sharply devaluating peso,
the sponsor's board of directors decided to
forego a single bank loan package in favor of
the hybrid bond and loan structure.
"The next step was researching to
pinpoint the most experienced banks as
bond bookrunners for LatAm issuers in
the international market, and those with a

Project: Metro de Santiago,
Lines 3 & 6
Location: Santiago, Chile
Financing type & size: $500m 2024
bond, $800m loan
Banks: BBVA, BNP Paribas, Cesce,
Coface, Deutsche Bank, SMBC
Law firms: Cariola Díez PérezCotapos, Guerrero Olivos, Milbank,
White & Case
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Table of Contents for the Digital Edition of LatinFinance - September/October 2015
