Goldman Sachs’ US$350 Million Project Bond Offer 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.

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.

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 Goldman Sachs Group, Inc., is an American multinational investment bank and financial services company headquartered in New York City.

The Clifford Chance team, based in New York and São Paulo, was led by partner Gianluca Bacchiocchi (Picture) 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.

Involved fees earner: Gianluca Bacchiocchi – Clifford Chance; Clifford Cone – Clifford Chance; Avrohom Gelber – Clifford Chance; Soyeon Kim – Clifford Chance; Thomas Koh – Clifford Chance; Paul Koppel – Clifford Chance; Shane Meckler – Clifford Chance; Jeffrey Susskind – Clifford Chance; Jonathan Zonis – Clifford Chance;

Law Firms: Clifford Chance;

Clients: Goldman Sachs;