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Project Finance and Infrastructure
Cleary Gottlieb’s project finance lawyers find efficient and practical solutions to all client matters. We understand the pressures and obstacles our clients face in financing and structuring complex projects, and our lawyers have extensive experience with projects in many sectors and have represented parties on every side of these transactions – leading project sponsors, lenders, equipment suppliers, infrastructure funds, insurers, public sector entities and rating agencies – on projects all over the world. Most importantly, we never lose sight of the fact that a project financing will fail of its essential purpose if the structural rigor inherent in the approach does not at the same time leave enough flexibility to accommodate the operational needs of the business.
Our project finance teams include lawyers who speak multiple languages and who are experts in a variety of practices, including capital markets, mergers and acquisitions and structured finance.
Cleary Gottlieb has a long history as a project finance pioneer, including involvement in:
- One of the first projects to use “take or pay” type arrangements (in the 1970s).
- One of the first transnational limited recourse project financings for a South American pipeline.
- Counsel in one of the largest project financings in Egypt and one of the largest-ever industrial project financings in Germany in the last 15 years.
- A Latin American country’s first privately developed power plant, which served as a model for future private sector participation in the power sector.
- The largest water and wastewater contract ever awarded to a private contractor.
Our project finance team creates innovative structures, finds solutions that meet the differing objectives of multiple parties and steps in to help resuscitate projects that have become troubled due to changing industry conditions. We cover an extensive range of domestic and international transactions, with an emphasis on projects in emerging markets, in industries including energy (oil, gas and electric), water and wastewater, transportation, mining and telecommunications. Clients appreciate the rigor with which we approach the full range of assignments, including limited recourse project bonds, greenfield projects, multi-sourced lending arrangements, and privatizations and related transactions. We also capably handle project-related litigations and dispute resolution procedures, as well as the restructuring of problem project financings.
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Feb 27, 2013
Cleary Gottlieb represented Aerostar Airport Holdings, LLC, a joint venture of Highstar Capital and Grupo Aeroportuario del Sureste (ASUR), in the 40-year lease to operate the San Juan Luis Muñoz Marin (“SJU”) International Airport as a public-private partnership, approved by the Federal Aviation Administration. The approval paves the way for SJU to become the first major airport in the United States run by a private operator under the FAA’s Pilot Privatization Program, which was signed into law in 1996. Aerostar will now begin to move forward with its plan to invest nearly $1.4 billion over the 40-year life of the lease to transform SJU into a world-class airport gateway. Cleary Gottlieb is also representing Aerostar connection with the financing for the concession.
SJU is the Caribbean’s busiest airport, handling more than 8.4 million passengers in fiscal year 2012. Aerostar expects at least 1,500 direct and indirect construction-related jobs to be created through its near-term capital investment program, which will be one of Puerto Rico’s largest construction projects. The transaction will create approximately 2,100 near-term direct jobs, once jobs in landscaping, cleaning and maintenance are included.
ASUR is a Mexican airport operator with concessions to operate, maintain and develop the airports of Cancún, Mérida, Cozumel, Villahermosa, Oaxaca, Veracruz, Huatulco, Tapachula and Minatitlán in the southeast of México.
Highstar Capital is an independently owned and operated private equity firm with an operationally focused, value-added strategy. Based in New York, the firm was founded in 1998. Since 2000, the Highstar Team has managed approximately $7.6 billion on behalf of its managed funds and co-investors, including investments in energy infrastructure, environmental services infrastructure, infrastructure, and transportation infrastructure.
Mar 28, 2013
Cleary Gottlieb represented Aerostar Airport Holdings, the private operator of the Luis Muñoz Marín (LMM) International Airport in San Juan, Puerto Rico in its issuance of $350 million of 5.75% senior secured notes due 2035, and a $60 million credit facility consisting of a $50 million capital expenditure facility and a $10 million revolving line of credit. The proceeds of the notes, which were issued in a private placement in reliance on Section 4(a)(2) of the Securities Act, were used to refinance the up-front fee previously paid by Aerostar to the Puerto Rico Ports Authority (PRPA) in connection with the long-term lease of the airport. The credit facility proceeds will be used to finance working capital and a capital investment program at the airport, which will be one of Puerto Rico’s largest construction projects and will transform LMM International Airport into a world-class airport hub.
Aerostar is a joint venture of Cleary Gottlieb clients Highstar Capital and Grupo Aeroportuario del Sureste (ASUR). In February, Aerostar entered into a 40-year lease with the PRPA to operate LMM International Airport as a public-private partnership, making it the first major airport in the United States run by a private operator under the FAA’s Pilot Privatization Program. Cleary Gottlieb represented Aerostar in connection with the negotiation and closing of the lease agreement and related airline use agreements.
Nov 20, 2012
Cleary Gottlieb acted as counsel to a joint venture comprising DP World and Caucedo Development Corporation in connection with the refinancing of the project finance facility for its container terminal on the Caucedo Peninsula of the Dominican Republic (Cleary Gottlieb advised the joint venture on the original project financing for the development of the terminal in 2002 and several subsequent amendments). The refinancing consists of a $150 million secured credit facility, the proceeds of which were used, in addition to repaying the original project facility and for other corporate purposes, to fund certain capital expenditures. The transaction closed on November 20, 2012.
The Caucedo port terminal is a state-of-the-art marine container terminal facility located in a free trade zone. It is one of the largest container terminals in the Caribbean region and the largest in the Dominican Republic and serves as a regional shipping hub for delivery of cargo to much of Latin America.
Oct 12, 2011
Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in the arrangement of $6.75 billion in financing from Mitsui & Co. (“Mitsui”), a Japanese trading company. The purpose of the financing is to ensure that Codelco has the necessary financing available to exercise its option (if it elects to do so) to acquire up to 49% of the shareholding of Anglo American Sur S.A. (“Sur”), a wholly-owned subsidiary of Anglo American plc (“Anglo”). The parties entered into definitive documentation in a signing ceremony in Santiago, Chile on October 12, 2011.
Under the terms of the financing, Mitsui (or a subsidiary of Mitsui) will lend up to $6.75 billion to a wholly-owned subsidiary of Codelco to finance Codelco’s exercise of its option over Sur’s equity. The parties have also entered into an agreement which grants the borrower the right to settle part of the bridge loan with an indirect 50% interest in the Sur equity acquired by Codelco, based on a pre-determined value for the 49% interest in Sur of approximately $9.76 billion.
Codelco holds the right, exercisable every three years (with the next window opening in January 2012) to purchase up to 49% of the equity of Sur. Sur owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines, the Chagres smelter and the Los Sulfatos and San Enrique Monolito prospects.
In addition to the financing transaction and as part of a broader relationship between Codelco and Mitsui, the two parties entered into sales contracts for the sale by Codelco to Mitsui of 30,000 tons of refined copper per year at market prices.
Nov 19, 2009
Cleary Gottlieb is representing Highstar Capital, a private equity fund focusing on infrastructure investments, and its portfolio company Ports America Chesapeake ("PAC") in its more than $1 billion investment in the Seagirt Marine Terminal in the Port of Baltimore. In a public private partnership with the Maryland Port Administration, PAC will obtain a 50-year exclusive right to lease and operate the Seagirt Terminal in exchange for, among other things, undertaking significant infrastructure improvements including the construction of a new berth with a 50-foot depth to service super-Panamax vessels (with completion of the berth scheduled to coincide with the 2014 completion of the expansion of the Panama Canal). The deal was announced on Friday, November 19 at a press conference in Baltimore at which Governor of Maryland Martin O'Malley and Christopher Lee, Highstar founder and managing partner, delivered remarks. The deal is targeted to close in January 2010.
Sep 21, 2011
Cleary Gottlieb is representing China’s Sichuan Hongda Group in connection with its joint venture with Tanzania’s National Development Corporation to implement an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. The two projects, representing a total investment of up to $3 billion, represent the single largest investment venture in East Africa.
Sichuan Hongda Group will hold an 80% interest in the joint venture company, and National Development Corporation, the statutory corporation established to implement projects on behalf of the Government of the United Republic of Tanzania, will hold 20%. The joint venture agreement and other transaction documents were signed on September 21. Completion of the transaction is subject to various conditions, including approvals from the PRC and Tanzanian governments.
Mar 30, 2012
Cleary Gottlieb represented African Minerals Limited in connection with Shandong Iron & Steel Group's $1.5 billion acquisition of a 25% shareholding in the mine, rail and port and power subsidiaries comprising African Minerals’ flagship Tonkolili iron ore project in Sierra Leone. As part of the transaction, Cleary Gottlieb also advised African Minerals on an off-take arrangement covering the life of the mine under which Shandong will purchase iron ore at a discounted price and retain the option to buy up to 25% of annual iron ore production. The transaction agreements were signed on July 29, 2011, and following the satisfaction of extensive conditions precedent, completion occurred on March 30.
African Minerals is a minerals exploration and development company with significant interests in Sierra Leone. The company is currently focused on the development of the deposit at Tonkolili, which is one of the largest iron ore resources in the world and has a total projected mine life of more than 60 years. The project is also set to become the single largest employer and contributor to GDP in Sierra Leone. African Minerals is listed on the Alternative Investment Market (AIM) of the London Stock Exchange, and is now headquartered in London.
Shandong Iron & Steel Group Co., Ltd is one of the world’s largest iron and steel groups specializing in the smelting, processing and sale of steel and related commodities.
Feb 02, 2011
Cleary Gottlieb represented Citi as lead dealer manager and BMO Capital Markets and CIBC as co-dealer managers in a rights offering by Ivanhoe Mines that generated $1.18 billion (CDN$1.17 billion) in gross proceeds, most of which will be used to advance development of the Oyu Tolgoi copper-gold project in Mongolia. 99.5% of all rights issued by Ivanhoe were exercised and the rights offering closed on February 2. Cleary Gottlieb also represented Citi in a related financing and hedge transaction with a major shareholder of Ivanhoe to facilitate his participation in the rights offering.
Ivanhoe is an international mining company with operations focused in the Asia Pacific region.
Apr 15, 2011
Cleary Gottlieb is advising Dangote Cement in its $300 million investment in a quarrying and cement facility project in the Republic of Gabon. The project includes assistance to Dangote Cement in the drafting and negotiation of a framework agreement for the quarry operations and the construction of an international class cement facility.
Dangote Cement is a subsidiary of the Dangote Group. It is a fully integrated cement company and has projects and operations in Nigeria, Benin and Ghana with a total existing production and import capacity of 14 million tonnes per annum and new production projects in development with 11.1 million tonnes per annum additional capacity.
Mar 16, 2009
Cleary Gottlieb is representing Ports America, the largest U.S.-based operator of port facilities, and its shareholder, Highstar Capital, in the establishment of a joint-venture and related financing arrangements in connection with Ports America’s successful bid for a 50-year concession to operate and develop the outer harbor terminal at the Port of Oakland, the fifth largest port in the United States. The concession was awarded on February 20 to Ports America Outer Harbor Terminal LLC, a joint-venture company between Ports America and Terminal Investment Limited, a company affiliated with Mediterranean Shipping Company S.A., the world’s second largest container shipper.
Project Finance Deal of the Year
(Braskem Idesa petrochemical financing)
Latin Lawyer, 2013
North American Logistics Deal of the Year
(Development of Seagirt Marine Terminal)
ProjectFinance (2011)
Asia Project Finance Deal of the Year
(Tanjung Jati B expansion)
International Financial Law Review (2009)
EMEA Transport Deal of the Year
(Diabolo project)
PFI Magazine (2008)
Latin American Oil & Gas Deal of the Year
(Camisea Pipeline Project Financing)
Project Finance (2005)
“Cleary Gottlieb has an outstanding reputation for transactional work and has established strong relationships with many of the continent's dominant financial institutions.”
Chambers Latin America (2012)
“This team has a considerable profile in the USA, Europe and Asia, and works regularly on a cross-office basis. It is renowned for its extensive industry knowledge across the projects sphere.”
Chambers Global (2012)
“Cleary Gottlieb Steen & Hamilton’s eminent PPP practice is backed by the firm’s world-famous corporate finance capabilities. … Cleary’s lawyers have also been making waves in the development and financing of conventional and alternative energy projects. … ‘Our experience working with them has been great!’”
Chambers USA (2012)
“This multidisciplinary team maintains its impressive standing in the market. The team often works with other Cleary Gottlieb offices across Europe, particularly the London branch, and earns praise for its seamless co-operation. The group’s workload consists mainly of mining, energy, infrastructure and telecoms projects. It has much experience of the oil and gas sectors, and typically acts for sponsors, governments, development finance institutions, banks and international investors. ‘The level of service was really excellent, with short response times.’”
Chambers Europe (2012)
The firm’s “well-balanced practice is ‘a real force in the project finance market’ and acts for a range of financial institutions, leading developers, public sector entities, equipment suppliers and infrastructure funds. From its New York and Washington DC offices, the group covers a range of domestic and international projects in areas such as energy and natural resources, transportation and telecommunications, and has particular strengths in Latin American mining projects and sponsor-side deals for private equity clients in the domestic U.S. market.”
The Legal 500 U.S. (2012)
“Cleary Gottlieb’s service is always efficient and effective. It offers the right level of analysis and quick response time. The firm provides insights and creative solutions to complex issues.”
The Legal 500 Latin America (2012)
“This firm has a strong presence in Latin American transactions, and its talented team also tackles a busy projects workload in the region. It is renowned for its work for lenders and also acts for sponsors and sovereigns in infrastructure work, PPPs and related legislation. ‘This firm offers real depth in terms of its partners and associates.’”
Chambers Global (2011)
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