By Mary-Katherine Stinson
Lexington, Ky., April 11 – Panama Infrastructure Receivable Purchaser plc priced $1,428,258,000 of senior secured notes, series 2024-2, with a final maturity date of April 5, 2032 (Baa3/BBB-), according to an offering memorandum.
The notes are being sold at 60.2528 by Consorcio Panama Cuarto Puente (the Consortium) made up of China Harbour Engineering Co. Ltd., acting through its Panama branch, and China Communications Construction Co. Ltd., acting through its Panama branch.
The series 2024-2 notes will not bear interest and will be offered at a discount from their principal amount at maturity.
Unless a total commitment termination event has occurred, the total payment to be received by the issuer on the IPT payment date of March 31, 2026 and a portion of the payment to be received on the IPT payment date of March 31, 2027 totaling $378,504,672.90 will be deposited into the purchase account and will be used to complete the issuer’s purchase commitment of IPTs to the sellers.
Payments on the notes will be made on April 5 of each year, beginning in 2027, as follows: $182,242,990.66 in 2027; $143,628,325.76 in 2028; $300 million in 2029, 2030 and 2031; and $202,386,683.58 in 2032.
The notes will be redeemed early only upon the occurrence of either a total or partial commitment termination event with respect to certain IPTs. The applicable redemption price would include amounts that represent accrued yield up to the applicable redemption date. The issuer would not be required to pay a make whole premium.
Mizuho Securities USA LLC is the initial purchaser and sole bookrunner.
Mizuho is the joint structuring agent along with Banistmo SA.
Banistmo SA is also the local placement agent, onshore collateral agent and verification agent.
Upon the issuance of the series 2024-2 notes, the series 2024-1 notes will be exchanged into the series 2024-2 notes and only the series 2024-2 notes will remain outstanding. The holders may receive cash in lieu of new notes.
The issuer will use the cash proceeds of the issuance and sale of the series 2024-2 notes to purchase from the sellers contractual payment rights for certificates issued and payable by the Republic of Panama, acting through the Ministerio de Obras Publicas de Panama, as compensation for the Consortium’s construction work under a IPT sale and purchase agreement.
Specifically, after taking into account the exchange of the series 2024-1 notes, the proceeds will be applied as follows: $27,722,190.09 will be applied to pay certain transaction closing fees and expenses; $4,630,700 will be deposited into the Expense account and will be used by the issuer to pay certain ongoing fees, expenses and taxes; $117,617,469.73 will be deposited into the CTE Protection account; $27,747,243.42 will be transferred to the Consortium account (or other seller-designated account) as net purchase price of eligible IPTs sold on the closing date; and $572,729,860.10 will remain on deposit in the purchase account and will be used by the issuer to purchase eligible IPTs.
The notes are being issued as a part of the financing for the construction of the fourth bridge over the Panama Canal. The project is being developed by a joint venture named Consorcio Panama Cuarto Puente (the Consortium), formed by China Harbour Engineering Co. Ltd., acting through its Panama branch, and China Communications Construction Co. Ltd., acting through its Panama branch, which was awarded the project on July 27, 2018.
Application will be made to trade the notes on the Singapore Exchange.
| Issuer: | Panama Infrastructure Receivable Purchaser plc
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| Amount: | $1,428,258,000
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| Issue: | Senior secured notes, series 2024-2
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| Maturity: | April 5, 2032
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| Sellers: | Consorcio Panama Cuarto Puente (the Consortium) made up of China Harbour Engineering Co. Ltd., acting through its Panama branch, and China Communications Construction Co. Ltd., acting through its Panama branch
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| Bookrunner: | Mizuho Securities USA LLC
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| Joint structuring agents: | Mizuho Securities USA LLC and Banistmo SA
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| Trustee: | Bank of New York Mellon
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| Counsel to issuer: | K&L Gates LLP (New York and U.S. law) and Icaza, Gonzalez-Ruiz & Aleman (Panamanian law)
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| Counsel to sellers: | Norton Rose Fulbright US LLP (New York law), Norton Rose Fulbright LLP (English law), Latham and Watkins LLP (to local placement agent and initial purchaser as to English law), Latham and Watkins US LLP (to local placement agent and initial purchaser as to U.S. law ) and Arias, Fabrega & Fabrega (to local placement agent and initial purchaser as to Panamanian law)
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| Counsel to trustee: | Alston & Bird LLP (U.S. and English law)
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| Price: | 60.2528
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| Call features: | Only because of a total or partial commitment termination event with respect to certain IPTs
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| Trade date: | April 3
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| Settlement date: | April 10
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| Listing date: | April 11
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| Ratings: | Moody’s: Baa3
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| S&P: BBB-
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| Distribution: | Rule 144A, Regulation S
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| Cusip: | 69828QAD9, G6883RAB8
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