16 LEXPERT MAGAZINE
|
NOVEMBER/DECEMBER 2018
BIG DEALS
DEALS ANALYSIS
29
29
Total Deals Published
10
Corporate Finance
21
19
Mergers & Acquisitions
21
10
Cross-border Transactions
21
BIG DEALS
TRANSACTION VITALS
CLOSED: 6/14/2018
TRANSACTION TYPE: P3 BOND REFINANCING
OFFERING TYPE: LONG-TERM
AND MEDIUM-TERM BONDS
TOTAL VALUE: 1.2 BILLION
STEPHEN CURRAN
MCCARTHY TÉTRAULT LLP
(FOR NOUVELLE AUTOROUTE
30, S.E.N.C.)
LUC LISSOIR
GOWLING WLG (CANADA) LLP
(SPECIAL COUNSEL, NOUVELLE
AUTOROUTE 30, S.E.N.C.)
CATHERINE DOYLE
BLAKE, CASSELS & GRAYDON LLP
(FOR RBC, HSBC, CIBC AND
THE BONDHOLDERS)
On June 14, 2018, Nouvelle Autoroute 30, s.e.n.c.(NA30) success-
fully closed the $1.2 billion bond refinancing for Montreal highway
Autoroute 30 (A-30) concession project (the A-30 Project). e bonds
included approximately $828 million in long-term bonds, due 2042,
priced at roughly 4.11% and approximately $390 million in medium-
term bonds, due 2033, carrying a coupon of approximately 3.75%.
e long-term bonds and the medium-term bonds are senior-secured
and consist two classes of bonds each. is bond issuance is consid-
ered the largest transportation infrastructure P3 bond financing in
Canadian history. e bonds were assigned ratings of BBB+ from
each of S&P and Fitch.
Proceeds from the offering, which was led by RBC Dominion
Securities Inc. (RBC), HSBC Securities (Canada) Inc. (HSBC) and
CIBC World Markets Inc. (CIBC), were used to refinance NA30's
existing term loan facility for the A-30 Project, to terminate existing
interest rate swaps and to fund required reserves, with the remain-
der of the proceeds being distributed to NA30's sponsors as a special
distribution. e refinancing was marketed to large insurance com-
panies, pension funds and other institutional investors in the United
States and Canada. e offering was more than three times over-
subscribed and the final book included some of the largest and most
sophisticated institutional investors in the North American private
placement market.
As part of the refinancing, certain hedging arrangements between
NA30 and several of its original lenders were novated to affiliates of
RBC, HSBC and CIBC. ese novated hedges are designed to miti-
gate inflation risks to project revenues, providing for a more predict-
able and consistent project cashflow.
NA30 is owned indirectly by ACS Infrastructure Canada Inc.,
Teachers Insurance and Annuity Association of America, Acciona
Concessiones S.L. and funds managed by Northleaf Capital Part-
ners, and is the private partner responsible for the completion, opera-
tion and ongoing maintenance and rehabilitation of the A-30 Project.
Highway 30 is a public-private partnership project between NA30
and the Ministère des Transports du Québec, and runs between Châ-
teauguay and Vaudreuil-Dorion in Québec.
NA30 was advised by McCarthy Tétrault LLP with a team led
by Stephen Curran that included Mathieu Dubord, Charles-Antoine
Souliere, Robin Mahood, Robert Hansen, Michael Bennett, Jeremy
Pleasant, Glynnis Morgan, Etienne Guertin, omas Etienne and
Eve Tessier (business), Liezl Behm, Ailbish Skinner and Candace
Pallone (financial services), Jocelyn Perrault, Walker MacLeod and
Pantelis Kyriakakis (bankruptcy and restructuring) and Christopher
Falk (tax). NA30 was advised in the United States by Skadden, Arps,
Slate, Meagher & Flom LLP with a team that included Riccardo
Leofanti and Annabelle Gardere and by Gowling WLG (Canada)
LLP as special counsel with a team that included Luc Lissoir, David
Kierans, Pierre Lissoir and Joey Suri.
Blake, Cassels & Graydon LLP represented RBC, HSBC, CIBC
COMPILED BY GENA SMITH
NOUVELLE AUTOROUTE 30 CLOSES
$1.2B BOND REFINANCING FOR MONTRÉAL
HIGHWAY AUTOROUTE 30
