Clifford Chance

Clifford Chance advises AELA Group on portfolio financing for three wind farms in Chile

Leading international law firm Clifford Chance has advised the AELA Group, a joint venture owned by Actis and Mainstream Renewable Power, on the financing of the development of the 170 MW Sarco and 129 MW Aurora wind farms located in Chile.

The project reached financial close with an 18-year US$410 million New York law governed senior term loan and letter of credit facility provided by a group of multilateral and commercial banks comprising the Inter-American Investment Corporation and Inter-American Development Bank, Sumitomo Mitsui Banking Corporation, the Bank of Tokyo-Mitsubishi, CaixaBank, S.A., The Korea Development Bank and KfW IPEX-Bank GmbH. Santander was lender on the approximately US$25 million VAT facility supplementing the senior debt facility.

The portfolio financing enables the construction of the Sarco project, an approximately 170 MW wind farm in the Atacama region of northern Chile, as well as the Aurora project, an approximately 129 MW wind farm to be built in the Los Lagos region of southern Chile, including a 71 km transmission line in Freirina and Vallenar, Chile. Turbines for both projects are to be supplied by Senvion GmbH in Germany. The projects are to be completed in the second half of 2018, providing power to the equivalent of 460,000 households. The portfolio structure also contemplates refinancing the 33 MW Cuel wind farm of the AELA Group, which is in operation and has an existing loan from the China Development Bank.

The project closed despite changing and difficult market conditions. The collaboration of multilateral and commercial lenders and the proven capabilities of the sponsors Actis and Mainstream were essential to achieving a successful close. The project and will serve as an example for future projects in Chile and Latin America that seek to develop renewable power in the face of competitive energy prices and the challenges of raising long-term financing.

This deal involved multiple teams across Clifford Chance offices globally:

• Banking & Finance partners Fabricio Longhin and Daniel Winick headed up the financing team, based primarily in the Firm's Washington, DC office. Special legal consultant Martin Menski led the finance and project negotiations for the deal, with support from associates Alan Sakar, Patricio Abal and Greg Jehle. DC based partner Megan Gordon advised on sanctions/anti-corruption related provisions of the deal. Additionally, associate Greg Kahn advised on the NY law hedges.
  
• Joint venture arrangements between Actis and Mainstream were handled in London by partner Nicholas Hughes and associates Jo En Low, Jonathan Dillon, Lucianne Bannerman, and Rachel Swan, and in Madrid by partners Rodrigo Uría and Javier Amantegui and associate Javier Olabarri.
  
• Advice on the Actis fund-related arrangements was provided by London partners Charles Cochrane and Alexandra Davidson and associate Matthew Lilley.
• Turbine supply-related guarantees and security issues were handled in Düsseldorf by partner Florian Mahler and associates Bahar Rahimyar, Axel Schlieter and Salome Jibuti.
  
• Refinancing of the China Development Bank loan involved Beijing partners Tiecheng Yang and Jiahua Ni and associate Kimi Liu.
• Advice on matters relating to Goldwind International Holdings (HK) Limited as turbine supplier for the Cuel wind farm project was provided by partner Dauwood Malik and consultant Vicky Ma in Hong Kong.