Global law firm White & Case LLP has advised J.P. Morgan as Global Co-ordinator, and Banca IMI, Santander, Banca Akros and Kommunalkredit, on a landmark project bond financing for the construction of the Superstrada Pedemontana Veneta toll road in the Veneto region of Italy.
The transaction comprises the issuance of €1.221 billion variable rate senior secured amortizing notes and €350 million step-up subordinated secured notes in an innovative "bond only" capital structure where the junior notes provide a capital cushion during the construction phase.
The road, which is scheduled to be completed in September 2020, will run for 95 km between the cities of Vicenza and Treviso. It is intended to improve connections and reduce congestion along the busy west-east axis in the north of Italy between Milan and Venice.
The transaction is the culmination of more than two years of work and represents:
- the highest value unrated project bond issued for the construction of a toll road;
- the first unrated 'greenfield' (construction phase rather than refinancing) project bond ever and the first project bond of a greenfield infrastructure in Italy;
- the largest European project bond to be placed without European Investment Bank credit enhancement; and
- one of the first Italian project bonds issued pursuant to Legislative Decree No. 50 of April 18, 2016, part of a package of legislative reforms introduced to facilitate infrastructure investment in Italy.
The notes have been issued pursuant to Regulation S and Rule 144A under the US Securities Act and listed on the regulated market of the Irish Stock Exchange.
The White & Case team which advised on the transaction was led by partner Michael Immordino (Milan & London) and local partner Paul Alexander (Milan). A number of teams across the firm advised on bond documentation, project finance matters, derivatives, Italian securities laws and regulatory issues, including partners Ingrid York (London), Iacopo Canino (Milan), Stuart Willey (London), Gavin McLean (London) and Yoko Takagi (Madrid); associates Kamran Ahmad (London), Bob Lehner (London), Louise Ruggiero (Milan), Davide Diverio (Milan), Alexia Mordacq (Milan), Nate Crowley (London), Ahyoung Koo (London), James Read (London) and Laura Gonzalez (Madrid); and lawyers Sara Nehring (London), Ana O'Sullivan (London) and Olga Primiani (Milan).
A separate team led by counsel Claudio Medeossi (Dubai) advised Bishopsfield as Project Adviser and The Bank of New York Mellon as Trustee, Paying Agent, Escrow Agent and Security Agent, together with associates Greg Pospodinis and Adam Gao (Dubai).
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