Peru’s San Miguel Industrias PET, NG R&P issue $380m in senior notes

The bonds have a 3.5% rate and mature in 2028.  Banco Santander, Citigroup, Credit Suisse and JP Morgan acted as bookrunners for the issuance.

The bonds have a structure linked to sustainability that is in line with the recycling and waste management objectives of SMI/Sinea Group.

Rating agencies Moody's Investors Services and Fitch Ratings classified the bonds with Ba1 and BB + respectively.

The placement was made under Rule 144A and Regulation S of the US Securities Exchange Commission.

The issuance is backed by corporate guarantees granted by the material subsidiaries of NG Packaging Corporation Holdings S.A. and NG Packaging Corporation Holdings II.

Peruvian law firm GS Saco-Vertiz & Landerer (BBGS Perú), which advised Nexus Group, San Miguel and Sinea Group, said the participation of several companies from different countries in this international issuance, represented a significant challenge, given that it was carried out in a short time and across different jurisdictions.

The issuance’s complexity was also due to the negotiation and drafting of the required transactional documents and the obtaining of the consents required from each jurisdiction, the law firm said, as the transaction documents, including the offering memorandum, were governed by the laws of the State of New York.

BBGS Peru’s team advising the issuers was led by partners: Carlos Saco-Vertiz Tudela, Jaime Sabat Pancorvo, and Gerardo Guzmán Espino, with legal assistant Ygor Valderrama.

Nexus Group, San Miguel Industrias PET and SINEA were advised in New York by law firm Skadden, Arps, Slate, Meagher & Flom.

The banks were advised by Linklaters in New York, with a team comprising Conrado Tenaglia, Alejandro Gordano, Felicitas Lacioppa and Juan Mata, and in Peru by Payet, Rey, Cauvi, Pérez Abogados, whose team comprised Jose Cuneo and Vanessa Watanabe; and Associates, Mario Lercari and Alan García.

Nexus Group’s in-house team advising on the issuance comprised principal and general counsel Guillermo Cabieses, senior counsel Gustavo Yokoo, and analysts Rodrigo Vega and Sebastian Briceño.

San Miguel and Sinea Group's in-house team comprised legal manager Julio Pozo and senior lawyer Diana Ticlia.

Skadden, Arps, Slate, Meagher & Flom’s team was led by Alejandro González, Alejandro Ascencio, Claudia Garnica and Elvira Perez.

Nexus Group, San Miguel Industrias PET and SINEA were advised in Panama by law firm Arias, Fábrega & Fábrega, with a team led by Andrés Rubinoff, Donald Canavaggio and Daniel Abad.

Other law firms involved in the negotiation of the issuance were Philippi Prietocarrizosa Ferrero DU & Uría in Colombia, with a team led by Hernando Padilla, Ximena González and Ricardo Diaz; Perez Bustamante & Ponce (Ecuador), whose lawyers Bruno Pineda, Juan Manuel Marchan, Carmen Simone and David Carrera were engaged in the issuance. 

Law firm Consortium Legal advised in El Salvador, with lawyers Oscar Samour, Felipe Aragón, Daniel Leiva and Ana Cristina Flores, and in Guatemala, with a team comprising Álvaro Castellanos, Diego Alejos, María Fernanda Morales and Natalia Sagastume.