Global law firm Clifford Chance has advised the initial purchasers and the LC facility banks in connection with the issuance by Generadora de Gatún (Gatún), the largest natural gas power plant in Central America and an indirect subsidiary of InterEnergy Group and The AES Corporation, of US$1.05 billion aggregate principal amount of 6.874% Senior Secured Amortizing Notes due 2044 in a Rule 144A / Regulation S offering and a US$134 million Letter of Credit Facility (the LC Facility). This is one of the largest ever issuances by the private energy sector in Central America.
The transaction refinanced Gatún’s original project finance indebtedness and established a long‑term capital markets financing structure for the 670 MW facility located near the Atlantic entrance of the Panama Canal. Clifford Chance also advised the original lenders under the original project finance facilities used to fund the development and construction of the power plant, in connection with the repayment of the original project finance indebtedness.
The offering was accompanied by the LC Facility to support ongoing operational and reserve requirements and included a comprehensive security package governed by New York and Panamanian law.
The Clifford Chance team involved in the transaction included:
- Advising the initial purchasers and LC facility banks:partners Jon Zonis and Jessica Springsteen, counsel Alberto Haito, associates Paula Ferreira, Brianna Jones Rich, Agata Radajczyk and Adele Irwin, foreign lawyer Mariana Gutierrez Ruiz, and law clerks Lauren Bauer and Javier Melendez
- Advising Fiduciaria Davivienda (Panamá) S.A., as LC Facility Administrative Agent: partner Mariana Estévez and associate Adriana Cabal Gutierrez
- Advising Global Financial Funds Corp, as the Panamanian Trustee: partner Hugo Triaca, associate David Rondon and foreign law clerk Natalie Jana Deradi
- Advising the original lenders: counsel Lauran Smith and associates Fernando Liu and Ava Scott
Additional support was provided by partner Avrohom Gelber and associates Ian David and Gil Shauly on tax matters, and partner Paul Koppel on ERISA.
The initial purchasers were J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Natixis Securities Americas LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. The LC facility banks were JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., Natixis, New York Branch, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, and Global Bank Corporation.
