November 7, 2019
- Gianluca Bacchiocchi, Jonathan Zonis, Clifford Cone, Avrohom Gelber, Paul Koppel, Jeffrey Susskind, Allison Kelly, Soyeon Kim, Thomas Koh, Shane Meckler
- New York, São Paulo
Clifford Chance advises Goldman Sachs on US$350 million project bond issuance and Brazilian debenture bridge financing
Clifford Chance represented Goldman Sachs as sole coordinator and bookrunner in connection with a Rule 144A/Reg S US$350 million notes issuance maturing in 2031, as well as a Brazilian debenture bridge issuance to refinance the debt of Prumo Participações e Investimentos S.A. in connection with its existing investment in Ferroport Logística Comercial Exportadora S.A ("Ferroport"). Ferroport is a logistics and supply chain company based out of Rio de Janeiro that owns and operates the iron ore terminal located at the Port of Açu, a fully private operational port in Brazil built to support critical national industries including oil & gas, metals & mining.
Ferroport is a joint venture that is 50% owned by Prumo Participações e Investimentos S.A., a subsidiary of logistics firm Prumo Global Logistics, and 50% owned by Anglo American Investimentos – Minério de Ferro Ltda, a subsidiary of global mining company Anglo-American. Ferroport serves as the exclusive export terminal for iron ore produced by Anglo’s Minas-Rio iron ore project, which is one of the largest iron ore reserves in the world with 5.3bn tons of total mineral resource.
The notes were structured to monetize, and create liquidity from, Ferroport’s current primary source of cash flow, which is a 20-year take-or-pay contract with Minas-Rio for handling and shipping iron ore (through 2039), as well as Ferroport's agreement with Açu Petróleo, an entity fully owned by Prumo Global Logistics, to export crude oil through Ferroport. The notes are secured by, among other things, shares of, and rights to distributions and intercompany loan payments from, Ferroport and benefit from additional structural enhancements that provide cash reserves and flexibility for changes in cash flows.
The Clifford Chance team, based in New York and São Paulo, was led by partner Gianluca Bacchiocchi and included partner Jon Zonis, senior associate Jeffrey Susskind, associates Soyeon Kim and Shane Meckler, and trainee Sophie Scholl. Partner Avrohom Gelber and associate Allison Kelly advised on tax matters; counsel Paul Koppel and associate Thomas Koh advised on ERISA; and partner Clifford Cone provided regulatory advice
Clifford Chance has been recognized for decades as a preeminent law firm in Latin America. The Firm was the first international law firm to open an office in São Paulo and is among the most prominent in Brazil. 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 group specialized in capital markets, bank and project financing structures representing initial purchasers, underwriters, issuers and investors. The Firm's lawyers have extensive experience in 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.