Clifford Chance

Clifford Chance advises Citigroup on Landmark Dual Project Bond Offering for Ruta 27 Toll Road in Costa Rica

Clifford Chance advised Citigroup Global Markets Inc. in the structuring of an innovative US$350.75 million dual offering of international and local project bonds by Autopistas del Sol, S.A., which operates the Ruta 27 toll road concession – the only project of its kind in Costa Rica. The project operator is owned by Globalvía, the world's second largest transportation infrastructure developer by number of concessions.

The international offering consisted of US$300 million of Rule 144A/Regulation S senior secured notes due 2030, and the local offering was for US$50.75 million of Costa Rican Law senior secured notes due 2027. The deal was priced on May 24, 2017 and closed on May 31.

The transaction broke new ground for both project finance and the capital markets in the region. First, this was the first time a Costa Rican entity operating an infrastructure asset issued project finance-style bonds. Second, this was the first time that both international and local bonds were issued simultaneously for a Costa Rican issuer. Clifford Chance worked closely with Costa Rican counsel to make sure that the terms of the local offering were consistent and pari passu with those of the international offering.

Finally, this is the first offering of project bonds out of a non-investment grade Central American country, making it a milestone deal in the Latin American market overall.

"We are very proud to have supported Citi in this pioneering transaction, which sets the stage for future project bonds in Costa Rica and Latin American issuers looking to tap both the local markets and international markets simultaneously," said Mr. Bacchiocchi. "This collaboration is based on a shared commitment to creativity and dynamic teamwork, which not only makes deals like this happen but is also extremely rewarding."

He added, "This transaction showcases the uniqueness of Clifford Chance's LatAm Project Bond practice, which combines project finance and capital markets skills into a single cohesive team."

In addition to Mr. Bacchiocchi, the Clifford Chance team included Capital Markets partner Per Chilstrom and associates Diego Harman, Mariana Estevez and Silvia Menendez (all based in New York) and Alejandro Espitia (based in Madrid). Tax matters were handled by partner Avrohom Gelber and associate Eric Naftel, and Investment Company Act matters were handled by partner Clifford Cone and associate Margaret Mo.

Clifford Chance has been recognized for decades as a preeminent law firm in Latin America. The Firm has led the way in developing successful, novel financing structures for a diverse client base, and is constantly innovating its service offering, such as with a dedicated Latin America Project Bond group that works on cutting-edge finance deals. The Firm's lawyers understand the region's distinct business, legal and regulatory landscapes. They provide expertise that cuts across a full range of relevant practices, while aligning pioneering solutions with the unique characteristics of the Latin American market and the changing needs of clients.