One of our most traditional sources of work, we have endured until nowadays, is the representation of clients in relation to their business and other non-liquid assets, such as natural resources.
One of the firm’s traditional industry sectors is agribusiness (dairy industry, forestry, agriculture, cattle industry and meat processing) where the firm has managed to maintain a significant presence in the market over time.
Key clients in the agribusiness sector are Olam Group, PGG Wrightson, Nidera, SanCor, Marfrig Group, and Forestal Oriental, inter alia.
More recently, through the firm’s muscle in the Banking & Finance industry, the firm has been -and continues to be- at the driving seat in a new wave of project financings for the energy infrastructure sector, especially in renewables. Through these financings, the firm has grown steadily in the past two years in the buoyant energy sector in Uruguay. In this regard, the firm has participated in a great number of project financings relating to renewables, and in equity bridge financings for wind farm projects and for photovoltaic energy projects.
To illustrate the variety of transactions (with relevant implications to the Uruguayan market), where we were requested to participate, we can name:
Representing the Inter-American Development Bank (IDB) and Japan Bank for International Cooperation (JBIC), in the granting of a senior secured, long-term project financing for almost half a billion USD, for the onshore facilities of the GNL del Plata Floating Storage Regasification Terminal (FSRU) Project, to be developed by GNLS, a joint venture company owned by GDF Suez and Marubeni. Once it becomes operational, the FSRU will be the largest floating storage regasification terminal in the world.
Our involvement here includes carrying out the due diligence of the project documents, the project company and the permits, licenses and authorizations, the renegotiation of the project documents with the Uruguayan government to adjust them to bankability standards of lenders, and the negotiation with the project company of the financing terms.
In related matter to the above, we are also representing the Inter-American Development Bank (IDB) and Japan Bank for International Cooperation (JBIC) in the granting of a senior secured, long-term project financing for the offshore facilities (basically the FSRU vessel) of the GNL del Plata Project, to be developed by Mitsui O.S.K Lines (MOL), with a value of approx. US$ 300 million.
Our firm is providing advice to lenders, and our role so far has been conducting due diligence of the project documents, of the project company and of the permits, licenses and authorizations, and assisting in the negotiation of the financing terms.
As part of its public-policy of diversification of its energy matrix and of meeting renewable energy targets, the state electric company UTE is developing a 141.6 MW wind park valued in approx. US$ 225 million. The vehicle for this project is a financial trust set up by UTE. The equity for the project is provided by UTE itself (20%) and the balance through an issuance of equity securities (certificates of participation in the financial trust) in the local capital markets, the bulk of which was sold to institutional investors, and a small portion to retail investors. The debt financing for the project will be provided by KfW IPEX Bank GmbH and Bayern LB through a senior secured long term facility with an ECA cover by Euler Hermes.
Our firm is the local counsel for the lenders, and in such capacity, we have participated in the negotiation of all of the project documents (including the structuring of the issuance of equity securities in the capital markets), in the structuring of a security package that involved conveying all the assets of the financial trust into a security trust, and in the preparation of all other finance documents. It should be noted that this structure proposed by our firm is now being replicated by UTE in other wind power projects.
We have acted as special counsel to Credit Agricole Corporate and Investment Bank (CACIB) in a project financing for the construction, commissioning, maintenance and operation of a 49.2 MW wind park (valued at approx. US$ 85 million), developed by Kiyú Parque Eólico S.A., a project company belonging to the Cobra Group.
Our firm provided advice to the lender and in that capacity conducted the local law due diligence, reviewed the project documents, drafted the security documents, reviewed the finance documents, and assisted in the closing of the transaction.
We represented lenders in the syndicated long-term project financing, granted by DEG and PROPARCO to finance the purchase of 12,000 acres of forested land by a local company, which includes take-or-pay agreements of the wood with affiliates of the sponsor. A separate tranche was financed by BROU (national development bank) with same security documents to be shared by all lenders.
Our firm provided advice to DEG and PROPARCO. In that capacity we conducted due diligence, reviewed and negotiated the project documents, reviewed the finance documents, drafted the security documents and assisted in the closing of a transaction worth US$ 45 million.
Our firm was the awardee in a bidding contest called by the Corporación Nacional para el Desarrollo (the governmental agency specializing in the development of infrastructure projects) to assist in the structuring of infrastructure projects, of which two are already underway.
The purpose of one of the trusts is to administrate the grants of the Central Government to UTE (state-owned electric company) with the purpose to cover shortfalls in the amounts necessary to meet the demand needs of electric power (mainly due to shortages in the hydroelectric generation). This trust valued at approx. US$ 500,000,000 includes a US$ 200,000 million loan from the World Bank, which will be utilized for the same purpose as the Central Government grant.
- Represented Banco Santander (Uruguay), a regular client, in an equity bridge loan to fund 90% of Fotowatio Renewable Ventures’ equity needs in a 50 MW photovoltaic energy project, secured by a collateral trust agreement created with the shares of the project companies.