Monday, 5th December 2011 by Rosie Scammell

Milbank, Tweed, Hadley & McCloy LLP and Dias Carneiro Advogados have advised the Inter-American Development Bank and four banks - HSBC, Santander, Caixa Geral and Banco WestLB - that have joined the IDB′s A/B loan programme to finance Latin America′s largest port.

The financing was closed on 25 November, and will be used by Embraport to construct and operate a new container at Brazil′s Santos port, seen as vital to easing congestion. Embraport was advised by Souza, Cescon, Barrieu & Flesch Advogados in Brazil, and Davis Polk & Wardell in the US.

The transaction comprises a 15-year US$100 million A loan, and a 12-year US$330 million B loan from the commercial banks. Machado, Meyer, Sendacz e Opice Advogados advised the hedge providers, affiliates of the B lenders, on the preparation and negotiation of the agreements and their collateral entered into by the banks and Embraport.

A parallel financing of US$356 million by BNDES and approved by Caixa Economica Federal, with legal advice from Pinheiro Neto Advogados and White & Case LLP.

The security trustee, BNY Mellon, was advised by Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados in Brazil, and Hogan Lovells in the US.

Dias Carneiro partner Ricardo Sanches says that while due diligence has been underway for quite some time, the bulk of the work was done over the past 12 months. In addition to dealing with regulatory issues, Embraport underwent a restructuring of ownership, and the nature of a co-financing also posed challenges. "Aligning the two facilities was somewhat complicated in terms of matching the guarantees, and trying to have both facilities look alike," says Sanches.

Despite the challenges, he adds that the closing is an important sign to investors looking to Brazil.

Milbank Tweed partner Dan Bartfeld says the financing is unlikely to be a one-off: "In order to support Brazil’s rapid growth, there will be an increased number of transportation infrastructure projects developed".

Counsel to HSBC, Santander, Caixa Geral, Banco WestLB and Inter-American Development Bank

Brazil

Dias Carneiro Advogados

Partners Ricardo Sanches and Thiago Flores, and associates Fabio Baldissera, Marina Schaffa, Daniel Engel, Gustavo Junqueira, Bruno Lauria and Pedro Araujo

US

Milbank, Tweed, Hadley & McCloy LLP

Partner Dan Bartfeld and associates Sarah Glenn, Timothy Fitzpatrick, Vanessa Ortblad and Jeff Leider

Counsel to the hedge providers

Machado, Meyer, Sendacz e Opice Advogados

Partner Nei Schilling Zelmanovits and associate Rafael Capelão Carretero

Counsel to Caixa Econômica Federal

Brazil

Pinheiro Neto Advogados

Partner José Luiz Homem de Mello and associates Karen Schiavon, Marcus Firmato and Gustavo Freitas

US

White & Case LLP

Partner Donald Baker and associate Casey Kenneth Furman

Counsel to BNY Mellon

Brazil

Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados

Associates Alexei Bonamin, Guilherme Azevedo and Paula Rodrigues

US

Hogan Lovells

Partner Robert Ripin

Counsel to Embraport

Brazil

Souza, Cescon, Barrieu & Flesch Advogados

Partner Guilherme Forbes and associates Daniel Kuk Fazio and Marina Negro Capeto

US

Davis Polk & Wardwell

Partner Stephen Hood and associate Myles Doherty

This article was originally published on 1 December, and republished today to include the involvement of Machado, Meyer, Sendacz e Opice Advogados, Pinheiro Neto Advogados, White & Case LLP, Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados, and Hogan Lovells.

(Latin Lawyer 05.12.2011)

(Notícia na Íntegra)