Each year, GTR’s editorial team selects the market’s Best Deals from the previous 12 months. The winning deals are chosen from submissions sent to GTR, and feature a mix of trade, commodities, supply chain and export finance transactions.

Congratulations to those behind these 14 deals, which were chosen as the top transactions from 2021.

 

Winning deals

 

Financing for Aspen supports Covid-19 vaccine production in South Africa

  • Deal name: Aspen Group
  • Borrower: Aspen Finance Proprietary Limited
  • Amount: €600mn
  • Lenders: German Investment Corporation, International Finance Corporation, Proparco, US International Development Finance Corporation
  • Law firms: Baker McKenzie, White & Case
  • Tenor: 7 years
  • Date signed: August 2021

 

Covid-19 vaccination rates in many Sub-Saharan African countries are among the world’s lowest.

South Africa’s Aspen Group produces the Johnson & Johnson vaccine at its facility in Gqeberha and responded to international calls for the vaccine supply chain to be bolstered to meet enormous demand on the continent.

Four development finance lenders stepped in to provide the funds to ramp up Aspen’s vaccine production with support from the company’s existing insurers and law firms White & Case and Baker McKenzie.

“The financing was negotiated in a short space of time with both support and pressure from four governments,” Baker McKenzie’s Johannesburg office says in its submission. “The transaction needed to take account of the policies of the different development finance institutions, commercial realities and public interest in Aspen’s vaccine production programme.”

The co-operation of development finance institutions in France, Germany, the US and the World Bank was instrumental in bringing the deal to fruition, in addition to collaboration with the private sector.

The IFC says the deal is the largest investment in the healthcare sector that the institution has led to date and it is hoped the transaction will also boost the resilience of Africa’s wider healthcare sector.

Aspen says the deal will help fulfil its desire of playing a “meaningful role” in ensuring that the majority of Africa’s vaccination needs are delivered from production facilities within the continent – supporting jobs and expertise – instead of relying on imports.

 

Turning flared Iraqi gas to viable export product

  • Deal name: Basrah Gas Company
  • Borrower: Basrah Gas Company
  • Amount: US$360mn
  • Lead arranger: International Finance Corporation
  • Lenders: Bank of China, Citi, Deutsche Bank, ICBC, Natixis, SMBC, Société Générale, Standard Chartered
  • Tenor: 5 years
  • Date signed: June 2021

 

Iraq has vast natural gas reserves, largely a by-product of oil extraction, yet has generally been unable to put those reserves to use. The country has committed to eliminate all routine natural gas flaring by 2030, but around 70% of all natural gas it produces is flared, Deutsche Bank says in its submission.

At a time when energy producers and lenders are under increasing pressure to improve environmental performance, flaring gas is both a waste of resources and a contributor to climate change. This deal aims to reverse that trend through the development of a processing plant, allowing capture and treatment of natural gas that would otherwise be wasted. The resulting fuels can then be used to generate energy domestically, or exported in the form of liquified petroleum gas or condensate products.

Deutsche Bank says the deal is the first ever pre-export finance transaction in Iraq.

The facility includes a US$138mn loan from the International Finance Corporation (IFC), along with a US$180mn syndicated loan from international lenders and a US$42mn loan through the IFC’s co-lending platform.

The borrower, Basrah Gas Company, is a “strategic asset” for Iraq, bringing “significant economic and environmental improvements as it monetises associated gas which would otherwise be flared with a strong push for condensate exports”, Société Générale says.

The bank adds: “The transaction supports one of the largest gas flaring reduction projects in the world, helping to improve energy access, prevent associated greenhouse gas emissions and support a more resilient, sustainable energy sector in Iraq.”

 

Complex blended finance solution boosts potable water access

  • Deal name: Bita water project
  • Borrower: Ministry of finance of the Republic of Angola
  • Amount: US$1.1bn: US$910mn World Bank partial credit guaranteed term loan & US$167.2mn Bpifrance Assurance Export (BPI AE)-supported term loan
  • Bookrunners/MLAs: BPI AE facility: structuring and co-ordinating bank, bookrunner and MLA: Standard Chartered; World Bank facility: initial MLAs: BNP Paribas, Crédit Agricole CIB, Standard Chartered; Joint underwriters: BNP Paribas, Standard Chartered
  • ECAs: World Bank facility: ATI, IBRD; BPI AE facility: BPI AE
  • Law firms: Allen & Overy, Norton Rose Fulbright
  • Tenor: World Bank facility: 15 years; BPI AE facility: 13.25 years
  • Date signed: June 2021

 

Angola is facing significant climate change challenges and is already experiencing regional droughts that put pressure on water supplies, however its current credit rating limits its ability to attract long-term commercial infrastructure financing.

This US$1.1bn World Bank and Bpifrance Assurance Export-backed financing will improve access for over 2 million residents to potable water service in the south of the nation’s capital, Luanda, with proceeds being used for investments in water production, transmission and distribution facilities, comprising a water treatment plant, a transmission system, water storage facilities, distribution centres and installation of new networks and metered connections.

This landmark transaction, which set a record as the largest IBRD partially guaranteed financing globally to date, saw the creation of an innovative blended finance solution to mobilise private capital using development finance institution and export credit agency guarantees, securing competitive financing under challenging market conditions.

This deal was a stand-out due to the sheer breadth of collaboration across a diverse mix of financing institutions – a global multilateral development bank, regional multilateral agency, export credit agency and seven international commercial banks.

The World Bank facility was structured to maximise the guarantee multiplier effect for Angola. A bespoke 15-year sculpted repayment profile allowed for a US$910mn financing to be raised on the back of US$500mn of World Bank guarantees, which meant the country could optimise its allocation of World Bank limits towards essential projects. It also unlocked US$410mn of private insurance appetite for Angola – the largest ever for a financing of this nature in Africa.

 

Mitigating risk of the vaccine rollout in developing countries

  • Deal name: Gavi Covax
  • Amount: US$383mn (DFC coverage)
  • Financial advisor: Citibank
  • Underwriters: US Development Finance Corporation (DFC) and consortium of Axa XL, Chubb, Liberty Specialty Markets, Sovereign Risk Insurance, Swiss Re Corporate Solutions, Tokio Marine HCC
  • Insurers: DFC, Marsh
  • Law firm: Linklaters
  • Tenor: 9 years
  • Date signed: September 2021

 

There is strong political will to ensure fairer access to Covid-19 vaccines for developing countries, but the mechanics of making it happen can be complicated.

This deal mitigates the financial risk to Gavi, the global immunisation alliance, to pre-purchase vaccines from manufacturers for distribution in low and middle-income countries which are self-financing their purchases.

Some companies reportedly struggle to obtain the political risk insurance cover required when dealing with countries that are self-financing vaccine procurement.

Co-ordinated by Citi, which acted as Gavi’s sole financial advisor, the sovereign credit risk mitigation solution “ensured Gavi could meet its obligations under its manufacturer contractual commitments while easing the foremost risk to Gavi, a country’s refusal to pay”, the lender’s submission says.

In total, the deal involves 30 self-financing governments with a total exposure of more than US$1bn.

The DFC provided US$383mn of the coverage amount while that provided by Marsh is confidential.

Speaking on television last year, Citi’s Jay Collins said the risk mitigation strategy was devised by a 27-member team working to secure financing for Gavi. Mitigating the non-profit’s risk “has required creativity and a lot of innovation by the team every day”, he said.

Founded in 2000, Gavi helps finance the supply of vaccines to developing countries who otherwise struggle to afford them. It runs Covax alongside the Coalition for Epidemic Preparedness Innovations and the World Health Organization.

 

Two hospitals, one bank

  • Deal name: Ghana western regional hospitals
  • Borrower: Ministry of finance, Ghana
  • Amount: €189mn (EKN facility) & €26mn (tied commercial loan)
  • MLA: Investec Bank
  • Lenders: Investec Bank (EKN facility and tied commercial loan) & SEK (EKN facility)
  • ECAs: EKN, ECIC (tied commercial loan)
  • Law firms: Clifford Chance, ENSafrica Ghana, ENSafrica South Africa, Vinge Sweden
  • Financial advisor: Bluebird Finance & Projects
  • Tenor: 13 years (EKN facility) & 5 years (tied commercial loan)
  • Date signed: August 2021

 

This winning deal, led by Investec Bank, is one of the largest single investments in hospitals in Ghana, and the first ever social export credit loan in Africa’s healthcare sector.

It involved Investec acting as sole lead arranger and original lender for a combined €215mn project to rehabilitate Ghana’s Effia-Nkwanta regional hospital and construct a new regional hospital in Agona.

According to Investec’s submission, the hospitals will include a centre of excellence for maternity, obstetrics, gynaecology and neonatal care, with 500 beds, over 40,000m2 of modern medical floor area and 6,000m2 of staff housing. They will also provide a trauma and emergency unit, a medical imaging lab, and advanced laboratory services, amongst other facilities.

The bank acted as the sole mandated lead arranger on a 13-year €189mn loan, backed by the Swedish export credit agency EKN and funded by Swedish Export Credit Corporation (SEK), with reinsurance from Atradius DSB. Investec also arranged, structured and funded a €26mn loan covering the down payment, supported by the Export Credit Insurance Corporation of South Africa (ECIC). Both loans were made to Ghana’s finance ministry.

The project was independently assessed by Acre Impact Capital, which obtained a second party opinion from DNV, an assurance and risk management provider, labelling the financing as a social loan in line with the global loan market associations’ social loan principles.

The contractor in the project is Ghana-based Amandi Investment, which was advised in the transaction by Bluebird Finance and Projects.

The tied commercial loan is one of three lead arranging ECA deals in Ghana for Investec last year. “We are delighted to have brought this transaction to a successful financial close at a time of unprecedented upheaval in the financial markets, and most importantly realise a massively socially impactful project which will benefit Ghana and the continent and its communities for the long term,” says Chris Mitman, head of export and agency finance at Investec.

 

UKEF extends biggest ever facility in West Africa

  • Deal name: Government of Côte d’Ivoire
  • Borrower: Government of Côte d’Ivoire
  • Amount: €241mn (UKEF loan) & €52mn (commercial loan)
  • MLA: MUFG (UKEF buyer credit tranche)
  • Lead arranger: MUFG (commercial loan)
  • Lenders: Aegon, Caixa Bank, DZ Bank, LFC, Nedbank, Oddo BHF, Rand Merchant Bank
  • ECA: UKEF
  • Advisor: GKB Ventures as ECA advisor to the Republic of Côte D’Ivoire
  • Law firms: Ashurst, KSK Law Firm
  • Pricing: February 2021 OECD Euro CIRR rate for the direct lending tranche – 0.32%
  • Tenor: 13.5 years (UKEF portion)
  • Date signed: February 2021

 

Amidst a flurry of export credit agency-backed hospital projects across West Africa last year, this UK Export Finance (UKEF)-supported deal stood out as particularly noteworthy due to its size and complexity.

The agreement saw UKEF provide its biggest ever financing facility in West Africa, helping UK-based developer NMS Infrastructure secure a contract to build six hospitals in Côte d’Ivoire.

The export credit agency is providing a €241mn facility, which is comprised of separate direct lending and buyer credit tranches.

MUFG Bank served as mandated lead arranger on the buyer credit portion, which was also supported by Aegon, Caixa Bank, DZ Bank and Oddo BHF.

The deal also included a €52mn commercial loan, which NMS says was delinked from the UKEF-backed facility to allow the project to start nine months prior to the British government confirming its support.

MUFG act as lead arranger on the commercial loan, with Rand Merchant Bank, Nedbank and London Forfaiting Company also participating.

The agreement further included an interim bridging loan, arranged by Côte d’Ivoire’s government ahead of the UKEF and commercial facilities.

The project involves the design, construction and kitting out of six hospitals in Bouaké, Boundiali, Katiola, Kouto, Minignan and Ouangolodougou, towns mainly located in the country’s north. Training and technical support after the projects are completed is also included in the financing, and the hospitals will use equipment sourced from the UK.

GKB Ventures, which ran the tender process for the financing, says the UKEF direct loan, structured to amortise after the buyer credit tranche, was essential for ensuring the project could be fully funded on affordable terms during what was an “extremely volatile” funding market.

“Being able to tap the OECD fixed rate at the lowest end of the curve was particularly important and is one of the lowest rates seen since the introduction of the OECD Commercial Interest Reference Rates in 1993,” says Ed Harkins, GKB Ventures managing director.

 

Henkel converts SCF facility into sustainability-linked programme

  • Deal name: Henkel sustainable SCF
  • Borrower: Henkel
  • Amount: US$30mn
  • Lender: Citi
  • Tenor: 180 days
  • Date signed: September 2021

 

This transaction involved German chemicals and consumer goods giant Henkel converting its existing supply chain finance (SCF) programme into a first-of-its-kind sustainable facility, incentivising its vast supplier base to make environmental and social improvements.

Citi’s submission notes that Henkel aims to become climate-positive by 2040, in part by establishing and financing “common environmental and social standards across its supply chain”. It hopes that a sustainability-linked programme would help achieve those aims while attracting a greater number of suppliers.

Under the programme, suppliers that demonstrate “strong or improving” performance in line with sustainability criteria are able to access financing at a preferential rate, Citi says. Independent sustainability metrics based on the UN Sustainable Development Goals are used to assess suppliers’ progress.

In order to convert Henkel’s SCF programme into a sustainability-linked facility, Citi and Henkel mapped and digitised supplier data flows, enabling financing decisions to be automated, the bank says. It also supported digital onboarding and communications, as well as constructing an attractive pricing scheme.

The facility is split into US$10mn for Mena suppliers, and US$20mn in Asia Pacific. Citi says it “a model for other corporations in these regions, and demonstrates how to create a virtuous cycle of economic, environmental and social value”.

Citi says the programme is a first in both the Asian and Algerian markets, and is currently being introduced in China, which hosts Henkel’s largest Asia Pacific supplier base, as well as in Tunisia and other markets in the Mena region.

 

UKEF rolls out first transition guarantee

  • Deal name: John Wood Group
  • Borrower: John Wood Group
  • Amount: £430mn
  • Joint co-ordinators: BNP Paribas, Citi
  • Facility agent: Citi
  • MLAs: ABN Amro, BNP Paribas, Citi, HSBC, Lloyds Bank, RBS
  • ECA: UK Export Finance
  • Law firms: Allen & Overy, Slaughter and May
  • Tenor: 5 years
  • Date signed: July 2021

 

When UK Export Finance (UKEF) announced it would halt support for fossil fuel projects, British oil and gas companies were quick to flag their concerns.

Many responded to a government consultation on the proposed move and warned the sudden withdrawal of funding could hit companies throughout their supply chains.

UKEF still ploughed ahead and cut off backing for oil, gas and coal transactions in March 2021, but in the following months began to roll out a new product, the transition export development guarantee (EDG), to help fossil fuel firms looking to shift their focus towards greener and cleaner business.

This winning deal was the first transition EDG to be extended by UKEF, with the export credit agency backing a loan to John Wood Group, a company involved in the engineering, building and operating of oil and gas assets.

UKEF is providing 80% cover for a £430mn commercial loan, bolstering Wood’s working capital and allowing the firm to capitalise on clean energy, hydrogen and decarbonisation opportunities.

The five-year facility was co-ordinated jointly by BNP Paribas and Citi, which also acted as facility agent on the deal. ABN Amro, BNP Paribas, Citi, HSBC UK, Lloyds Bank and RBS all served as mandated lead arrangers.

Citi notes in its award submissions that when the transition EDG was first raised, the mechanisms and features of the product were not defined.

“In working towards this inaugural transaction, Citi and BNPP partnered with UKEF to develop the product by leveraging experience in prior export development guarantees and in sustainability linked and transition finance markets,” it says.

The provision of the facility was dependent on Wood having an energy transition plan verified by UKEF, which included having that plan externally assessed by independent consultant CRISIL.

“Green trade presents a major economic opportunity for Britain that will drive high-value jobs in every part of the nation,” said then-UK trade secretary, Liz Truss.

 

Turkey’s largest solar project secures funding

  • Deal name: Karapinar solar power plant
  • Borrower: Kalyon Güneş Enerjisi Üretim AŞ
  • Amount: US$812mn
  • MLA: JP Morgan
  • ECA: UK Export Finance
  • Law firms: Clifford Chance, Linklaters
  • Tenor: 12 years
  • Date signed: November 2021

 

As detailed in a report last year by the International Energy Agency, Turkey only uses 3% of its solar and 15% of its wind capacity, but plans are afoot to ramp up their role in the country’s energy mix.

Once built, the Karapinar project is expected to be the largest solar power plant in Turkey based on sheer size, with the 1.35GW development expected to go fully operational by late 2022.

Comprised of 3.5 million panels and covering an area of 20 million square metres, the facility will be capable of delivering clean electricity to approximately 2 million people in Turkey.

To support the construction of the project and secure an export contract for General Electric’s UK-based subsidiary, UK Export Finance (UKEF) is providing £217mn (US$291mn) worth of cover for a buyer credit facility from JP Morgan.

The guarantee is the largest UKEF has provided for a solar project financing and covers approximately 36% of the total funding package. A spokesperson at the agency told GTR last year there are a further six Turkish banks supplying roughly US$500mn.

The agreement marks the first time GE has deployed its so-called “Flexinverter” solar power station technology outside the US.

“Firm action from the UK alone is not enough to fight the climate crisis. UKEF’s financing encourages other countries to invest in renewable energy and opens new markets for UK businesses that will power a recovery underpinned by green jobs,” says the UK’s international trade secretary, Anne-Marie Trevelyan.

The project is part of the first Renewable Energy Resources Zones programme launched by the Turkish ministry of energy in 2017. The government is aiming to have commissioned 10GW of solar capacity in the decade up to 2027.

 

Bolstering steel supply chains

  • Deal name: Macsteel PXF
  • Borrower: Macsteel International Trading BV
  • Amount: US$60mn
  • Lender: Rand Merchant Bank
  • Insurer: Credit Guarantee Insurance Corporation of Africa
  • Tenor: 12 months
  • Date signed: May 2021

 

This innovative pre-export finance deal saw RMB provide steel merchant Macsteel International with a multi-faceted solution that brings together secured lending and trade risk mitigation in one seamless structure.

The facility involves the bank issuing letters of credit (LCs) on behalf of Macsteel to suppliers located throughout the Far East, Middle East and North Africa, and Eastern Europe to procure goods, based on orders received from the company’s customers. Payments to suppliers are triggered by the presentation of conforming documentation either pre- or post-shipment. The LC exposure is liquidated by incoming payments from Macsteel’s off-takers, which are based mostly in Africa, but also in countries such as Singapore and the UK. The majority of off-takers are credit insured with payment terms of up to 180 days. At the maturity date, they make payment into a RMB-nominated ceded collection account.

The facility also involves RMB providing a forward exchange contract to protect the client’s margins should the currency called for by the supplier and off-taker differ.

As RMB outlines in its deal submission, the solution ultimately allows Macsteel to optimise its working capital and risk mitigation requirements between payments or instruments required to secure goods from suppliers, as well as manage client relationships and risk in its offering to off-takers.

Challenges in the steel industry were a key factor to overcome, the bank adds. “The solution needed to dig deeper into the counterparty’s financials and go beyond the traditional, not only to understand the makeup of the debtors’ books but also to secure each debtor through the medium of insurance.”.

According to Louis du Plessis, RMB’s head of trade finance, the bespoke facility materialised as a result of collaboration between the deal makers, the bank’s trade advisory team and its syndication and distribution team.

“Their solutionist thinking allowed them to spot the opportunity and understand the dynamics to support our client in challenging market conditions,” he tells GTR.

 

Revitalising Ghana’s railways

  • Deal name: Ministry of finance, Ghana
  • Borrower: Ministry of finance, Ghana
  • Amount: €600mn
  • MLA: Deutsche Bank
  • Lead arranger and structurer: Investec Bank (tied commercial loan)
  • Lenders: SEK (EKN facility), FirstRand Bank, Investec Bank, Nedbank (tied commercial loan)
  • ECAs: EKN (EKN facility), ECIC (tied commercial loan)
  • Law firms: Clifford Chance, ENSafrica Ghana, Vinge Sweden
  • Financial advisor: Bluebird Finance & Projects
  • Tenor: 15 years (EKN facility), 5 years (tied commercial loan)
  • Date signed: June 2021

 

Barely 13% of Ghana’s 950km-long colonial-era railway network is operational, a brake on the West African country’s export industries.

This deal is designed to help change that. The financing arranged by Deutsche Bank and Investec Bank will help Ghana’s Railway Development Authority rehabilitate almost 100km of track from the crucial Atlantic port of Takoradi to the Huni Valley.

The arrangers’ submission points out that the full rehabilitated line will eventually stretch to the city of Kumasi, passing through areas rich in exportable natural resources such as cocoa, bauxite and manganese.

The deal, worth almost €600mn, is the largest-ever investment in Ghana’s rail infrastructure. The arrangers say it also the first export loan in Africa to meet the Green Loan Principles, Social Loan Principles and Sustainability Bonds Guidelines. The project’s compliance with those standards was independently assessed by Acre Impact Capital with a second opinion provided by DNV.

The arrangers believe the project, which will be built by contractors Amandi, will support long-term employment for more than 3,500 skilled workers in Ghana, while also supporting supply chains in Sweden and South Africa.

Deutsche Bank and Investec worked closely to get the deal over the line and secure the support of the Swedish and South African export credit agencies.

“This was world-class teamwork between the Deutsche Bank and Investec teams – hubris was left at the door – and this was a joined-up team effort to get the job done,” the banks say in the joint submission.

 

Panama secures financing for carbon-cutting metro project

  • Deal name: Panama Metro line 3
  • Borrower: Metro de Panama
  • Amount: US$2bn
  • MLAs & joint bookrunners: Banco Santander, BNP Paribas, Citibank, Crédit Agricole CIB, Mizuho Bank, SMBC
  • Lead arrangers: Banco Nacional De Panamá, Banistmo, BBVA, KEB Hana Bank
  • Lenders: Banistmo, Citibank
  • ECAs: K-Sure, Kexim
  • Law firms: Allen & Overy, ARIFA, KIM & Chan, Milbank
  • Tenor: 9 years
  • Date signed: July 2021

 

This winning deal underpins the construction of a fully electric metro line connecting Panama’s Oeste and Este provinces, which aims to cut travel time in half for thousands of commuters while slashing carbon emissions.

The transaction, guaranteed by Panama’s ministry of economy and finance and backed by Korea’s K-Sure and Kexim, facilitates construction of the 25km monorail, along with 14 stations and a vehicle depot. The project will create 5,000 jobs and, once complete, serve an estimated 20,000 people during peak hours, Santander says in its submission.

As well as improving the city’s infrastructure, the metro line’s electric rolling stock produces zero direct carbon emissions. Project backers forecast that it will result in a reduction in overall carbon emissions of around 20,000 tonnes per year, from 2025 onwards.

Beyond its sustainability credentials, the deal also required a unique structure. Crédit Agricole says in its submission it is the first ever receivables purchase programme of its type supported by Korean export credit agencies.

Arrangers established a US$2bn revolving syndicated discounted repurchase facility, backed by a guarantee from the state-owned Metro de Panama (MPSA). Of that US$2bn, a Kexim direct facility makes up US$550mn, alongside a US$950mn commercial facility and a US$500mn K-Sure-covered facility.

Crédit Agricole adds that the deal is “one of the very few mega infrastructure transactions following the Covid-19 pandemic outbreak. It has been successfully closed amid a very uncertain market situation and in a very short period of time, given a hard deadline had already been set by MPSA”.

 

Red clause LC structure secures strategic supply of chips

  • Deal name: Xiaomi red clause LC
  • Borrower: Xiaomi
  • Amount: US$140mn
  • Red clause LC issuing bank and fund provider: Santander
  • Date signed: September 2021

 

Like many technology companies, Xiaomi, China’s largest smartphone manufacturer, has struggled in recent months as global supply chain disruptions choked off the flow of the chips that go into its devices and smart appliances.

After identifying a strategic supplier in Taiwan, the company needed to secure the long-term source of key components and stabilise its manufacturing supply chain. In this award-winning deal, Santander set up a red clause letter of credit (LC) structure that enabled advance payments to be made to the supplier on a non-recourse basis, before delivery of the goods. Since both the supplier and Xiaomi are already familiar with the use of LCs, the solution was well-received, and the Chinese company was able to supports both its own and its suppliers’ liquidity needs as a result. The bank also included the option to extend the financing to a second year, subject to mutual consent.

“Santander was the first bank providing a red clause LC structure to Xiaomi,” says Santander in its submission. “The red clause LC is simple and easy to implement in terms of structure and documentation. Xiaomi’s senior management was impressed with Santander’s responsiveness, structuring capability and execution – which was carried out within one month.”

The bank says that it expects to replicate the same structure with other suppliers, helping to ease some of the strains caused by ongoing supply chain bottlenecks.

 

Multi-jurisdiction debt renegotiation for Brazilian sugarcane giant

  • Deal name: Biosev debt restructuring
  • Borrower: Biosev SA and Biosev Bioenergia SA prior to closing, Hédera Investimentos e Participaҫões SA post-closing
  • Amount: c. US$1.4bn prior to restructuring
  • Lenders: 19 banks, including ABN Amro, Banco Bradesco, Banco BTG Pactual, Banco do Brasil, Banco Votorantim, BNP Paribas, Crédit Agricole CIB, ING, Itaú Unibanco, Natixis, Rabobank, Santander, Société Générale
  • Agency and escrow teams: BNY Mellon, Crédit Agricole CIB, ING, JP Morgan, TMF
  • Law firms: FLH Advogados, Mayer Brown, Norton Rose Fulbright, Pinheiro Guimarães, White & Case
  • Financial advisors: Alvarez & Marsal, FTI
  • Date signed: July 2021

 

To fulfil the obligations of its merger with Raízen, a Brazilian energy company, sugar and ethanol producer Biosev needed to renegotiate its US$1.4bn debt pile with a syndicate of local and international lenders. This successful restructuring of a structured trade commodity finance deal – at a time when physical negotiation meetings were impossible – earned an award due to its size and complexity.

“When we were appointed as international lenders’ counsel, there was a real risk of a Brazilian court bankruptcy process, which all parties preferred to avoid. To do this required structuring, negotiating and documenting a bespoke restructuring involving Brazilian banks, development finance institutions, multilateral agencies and international banks so that Raízen could acquire Biosev debt-free,” says Mayer Brown in its submission.

The law firm had to draft and negotiate bespoke intercreditor agreements to include the incurrence of US dollar-denominated indebtedness by a Brazilian holding company, which was far from straightforward given Brazilian foreign currency and withholding tax rules. This also included detailed discussions on 10-year foreign currency and interest rate hedging, another unusual feature. To add to the complexity of the transaction, during the negotiation period, several banks were pulling back from the Brazilian market and structured trade commodity finance.

In the end, the parties involved managed to pull off a three-week closing process involving six different agency and escrow teams and account banks and multiple days of funds flow through bank accounts in Brazil, several European countries, New York and Houston.