Vinson & Elkins represented Arena Luxembourg Finance S.à r.l., a portfolio company of Macquarie European Infrastructure Fund 5, in connection with its Rule 144A/Regulation S offering of €575 million in aggregate principal amount of senior secured notes, comprising (i) €475 million principal amount of 1.875% senior secured fixed rate notes due 2028 (the “Fixed Rate Notes”) and (ii) €100 million principal amount of senior secured floating rate notes due 2027.
The Notes were issued on January 30, 2020, and the Issuer intends to use the proceeds from the offering, along with cash on the balance sheet, to (i) fund the redemption in full (including any and all premiums and accrued and unpaid interest) of the Issuer’s existing €350 million aggregate principal amount of 2.875% senior secured notes due 2024 and €125 million aggregate principal amount of senior secured floating rate notes due 2023, (ii) pay a distribution to shareholders through a partial repayment of existing subordinated shareholder loans and (iii) pay the fees, commissions and expenses incurred in connection with the transaction. The initial purchasers of the notes were J.P. Morgan, Barclays, BNP Paribas, Deutsche Bank, Goldman Sachs International, NatWest Markets and Santander.
In connection with the issuance of the Notes, the Issuer’s group cancelled its existing €75 million revolving credit facility and replaced it with a new €100 million revolving credit facility.
The Issuer is a special purpose financing vehicle of Arena Luxembourg Investments S.à r.l., which owns Empark Aparcamientos y Servicios, S.A., one of the leading concessionaires and operators of parking infrastructure in Iberia.
The V&E team was led by partners Noel Hughes (Picture) and Paul Simcock with assistance from counsel Cason Moore, senior associates Nicole Threatt, John Stephen and Matthew Lowe and associates Anthony Sanderson, Chris Hesford and Antonia George. Partner Wendy Salinas and counsel Andrew Callaghan provided tax advice.
Involved fees earner: Andrew Callaghan – Vinson & Elkins LLP; Antonia George – Vinson & Elkins LLP; Christopher Hesford – Vinson & Elkins LLP; Noel Hughes – Vinson & Elkins LLP; Matthew Lowe – Vinson & Elkins LLP; Cason Moore – Vinson & Elkins LLP; Anthony Sanderson – Vinson & Elkins LLP; Paul Simcock – Vinson & Elkins LLP; John Stephen – Vinson & Elkins LLP; Nicole Threatt – Vinson & Elkins LLP; Wendy Trahan Salinas – Vinson & Elkins LLP;
Law Firms: Vinson & Elkins LLP;
Clients: Arena Luxembourg Finance;