Autopistas del Sol, S.A.’s $300 Million Notes Offering

Jones Day, BLP Legal, Clifford Chance and Consortium Legal have advised on the transaction

The international offering consisted of US$300 million of Rule 144A/Regulation S senior secured notes due 2030, and the local offering was for US$50.75 million of Costa Rican Law senior secured notes due 2027. The deal was priced on May 24, 2017 and closed on May 31.

The transaction broke new ground for both project finance and the capital markets in the region. First, this was the first time a Costa Rican entity operating an infrastructure asset issued project finance-style bonds. Second, this was the first time that both international and local bonds were issued simultaneously for a Costa Rican issuer. Clifford Chance worked closely with Costa Rican counsel to make sure that the terms of the local offering were consistent and pari passu with those of the international offering.

Finally, this is the first offering of project bonds out of a non-investment grade Central American country, making it a milestone deal in the Latin American market overall.

Jones Day advised Autopistas del Sol S.A. with Richard Puttré (Picture), Eric Maki, Fahad A. Habib, Marie Elena Angulo, Michael R. Butowsky, Paul C. Kuo, Kent L. Killelea, Shoshana E. Litt, Gabriel de Corral, Emily O. Harris, Timothy A. Orr, Sylvia H. Koh and Jonathan B. Witherall.

BLP Legal advised Autopistas del Sol S.A. with Luis Ortiz, Luis M. Castro, Julio Castellanos, Juan José López, Gabriela Arguedas and Alejandra Gutiérrez.

Clifford Chance advised Citigroup Global Markets Inc. acting as global coordinator and bookrunner with a team including Gianluca Bacchiocchi, Per Chilstrom and associates Diego Harman, Mariana Estevez and Silvia Menendez (all based in New York) and Alejandro Espitia (based in Madrid). Tax matters were handled by partner Avrohom Gelber and associate Eric Naftel, and Investment Company Act matters were handled by partner Clifford Cone and associate Margaret Mo.

Consortium Legal advised Citigroup with María José Cole, Randall Barquero, Mario Quesada Bianchini, David Arturo Campos, Roy Ramos, Mónica Arias and Susana Raventós.

Involved fees earner: Maria Jose Cole Hernandez – Consortium – Legal; Randall Barquero León – Consortium – Legal; Mario Quesada Bianchini – Consortium – Legal; David Arturo Campos Brenes – Consortium – Legal; Monica Arias Madrigal – Consortium – Legal; Susana Raventós Chaves – Consortium – Legal; Roy Ramos M. – Consortium – Legal; Luis Castro – BLP; Juan José López – BLP; Luis Ortiz – BLP; Julio Castellanos – BLP; Gabriela Arguedas – BLP; Alejandra Gutiérrez – BLP; Richard Puttré – Jones Day; Eric Maki – Jones Day; Marie Elena Angulo – Jones Day; Paul Kuo – Jones Day; Gabriel de Corral – Jones Day; Timothy Orr – Jones Day; Ben Witherall – Jones Day; Fahad Habib – Jones Day; Kent Killelea – Jones Day; Shoshana Litt – Jones Day; Michael Butowsky – Jones Day; Emily Harris – Jones Day; Sylvia Koh – Jones Day; Gianluca Bacchiocchi – Clifford Chance; Per Chilstrom – Clifford Chance; Diego Harman – Clifford Chance; Mariana Estévez – Clifford Chance; Silvia Menendez – Clifford Chance; Alejandro Espitia – Clifford Chance; Avrohom Gelber – Clifford Chance; Eric Naftel – Clifford Chance; Clifford Cone – Clifford Chance; Margaret Mo – Clifford Chance;

Law Firms: Consortium – Legal; BLP; Jones Day; Clifford Chance;

Clients: Citigroup Global Markets Ltd; Autopistas del Sol, S.A. (CostaRica);

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Author: Michael Patrini