Davis Polk advised Línea Amarilla S.A.C. (Línea Amarilla) as issuer and borrower, Línea Amarilla Brasil Participações S.A. (Línea Amarilla Brasil) as sponsor, and Investimentos e Participações em Infraestrutura S.A. – Invepar (Invepar) as limited recourse completion guarantor, in connection with a hybrid project financing in Peru in an overall amount of $885 million ($527 million from financiers and $358 million from guaranteed shareholders’ equity).
The financing has a rarely used hybrid structure, comprising two series of notes that total approximately $445 (a senior secured variable funding series and a senior secured inflation-adjusted variable funding series) and a S/.217.4 million (approximately $82 million) senior secured term loan. Additionally, Línea Amarilla Brasil has committed to contribute up to S/.949.1 million (approximately $358 million) in equity in order to cover project costs and ensure completion of the project, backed by letters of credit and guaranteed by Invepar.
BNP Paribas acted as arranger; BNP Paribas Securities Corp. acted as placement agent; Citibank, N.A. acted as common security agent and indenture trustee; and Citibank del Peru S.A. acted as common security sub-agent, administrative agent and representative of the indenture trustee in Peru.
Línea Amarilla, a wholly owned project finance subsidiary of Invepar, is the Concessionaire of the Vía Parque Rimac toll road in the city of Lima, Peru. Invepar is one of the principal companies in the highway and transportation infrastructure sector in Brazil and currently administers concessions such as Concessionária Auto Raposo Tavares S.A. (CART), Concessionária Litoral Norte S.A. (CLN), Linha Amarela S.A. (LAMSA), Concessão Metroviária do Rio de Janeiro S.A. (METRÔ RIO), Concessionária Bahia Norte S.A. (CBN), Concessionária Rio Teresópolis S.A. (CRT), Complexo Viário e Logístico de Suape (EXPRESS WAY) and Concessionária do Aeroporto Internacional de Guarulhos S.A. The proceeds from the notes, the loan and equity commitments will be used to pay for the construction and expansion of the Vía Parque Rimac.
The Davis Polk corporate team included partner Waide Warner, counsel Norberto E. Quintana and associates Andrés Arnaldos, Francisco R. Nuñez and Meghan Maloney. The tax team included partner Harry Ballan and associate Sarah Joy. Counsel Catherine L. Martin provided 1940 Act advice. Counsel Jeanine P. McGuinness provided regulatory compliance advice. Joshua D. Hendricks was the former legal assistant on the transaction. Members of the Davis Polk team are based in the New York, Washington DC and London offices.
