Galicia Abogados Advises Actis on $1.25bn InterGen Acquisition
Posted on May 9, 2018
The acquisition was financed with an alternative structure consisting of a joint syndicated credit facility and bond offering. The credit facility was granted by Citygroup, Sumitomo Mitsui Banking Corporation, BNP Paribas, JP Morgan Chase and the Bank of Nova Scotia, acting as joint lead arrangers and joint bookrunners.
The $860m bond offering came about as a Rule 144A / Reg. S with senior security notes priced at 6 %, due in 2035 and listed in the Singapore Exchange. This is the first time that a project acquisition this size has been carried out in Mexico using bond proceeds.
Both financings were granted to a special purpose vehicle of Actis, Cometa Energía S.A. de C.V., and guaranteed by all entities conforming to InterGen portfolio in the country.
The financings were secured with a cross-border package comprising InterGen’s power regenerating, gas-transportation, and gas-compression assets and cash flows from their Mexican businesses.
Citibank acted as indenture trustee, transfer and paying agent and offshore collateral agent, while Banco Nacional de México (Banamex) acted as onshore collateral agent.
The acquisition transaction further required the payoff of existing credit facilities and the restructuring of the collateral package that secured the original project financings of the portfolio.
Law firms involved in this transaction were:
Galicia Abogados S.C., in Mexico and Milbank Tweed Hadley & McLoy, LLP in USA, acting as legal counsel to Actis.
Galicia’s team was made up of partners Francisco Fernández Cueto, José Visoso, Ricardo García, Maurice Berkman, Christian Lippert, Carlos Chávez and Mariana Herrero.
Sherman & Sterling in USA and González Calvillo in Mexico, acting as counsel to joint lead arrangers, joint bookrunners, administrative agent and onshore and offshore collateral agents under the credit agreement, as well as counsel to the initial purchasers in the rule 144 bond offering.
Creel, García Cuellar, Aiza y Enríquez S.C in Mexico and Skadden, Arps, Slate, Meagher & Flom in USA, served as counsel to InterGen.
C.G.L.
