Brazil's Machado, Meyer, Sendacz e Opice Advogados has helped São Paulo's metro operator issue 165 million reais (US$47 million) worth of debentures, which are subordinated to a loan from the Inter-American Development Bank (IADB) and utilise a novel put option mechanism to protect the loan in the event of default.
Concessionária da Linha 4 do Metrô de São Paulo – known as ViaQuatro – issued the debentures on 13 April. Its parent company, Brazilian transport provider CCR, also worked with Machado Meyer for the offer. Another of ViaQuatro's shareholders, Odebrecht Transport, hired Stocche Forbes Advogados. Banco Bradesco BBI was sole underwriter for the offer and hired Pinheiro Neto Advogados.
The debentures are subordinated to a US$400 million financing granted by the IADB in 2008 and are structured to ensure that in the event that ViaQuatro defaults on repayments to debenture holders, the IABD loan will not be used to repay them. Instead, ViaQuatro's guarantors are obligated to buy the debentures from creditors if the metro operator defaults.
The debentures include a put option, which gives holders the right to sell them at a predetermined price, within a specific time. If ViaQuatro defaults on debenture repayments, the holders will sell the debt to the concession holder's guarantors, which are the shareholders of the metro operator. If the guarantors fail to buy the debentures, creditors can ask for full repayment, but they can only collect repayment from ViaQuatro's guarantors, not the metro operator itself.
The IADB turned to Lobo & de Rizzo Advogados for the transaction.
Counsel to ViaQuatro and CCR
Machado, Meyer, Sendacz e Opice Advogados - Partners Adriano Schnur and Bruno Janikian Racy and associate Luis Filipe Gentil Pedro
Counsel to Odebrecht Transport
Stocche Forbes Advogados - Partner Guilherme Forbes and associate Laercio Munechika
Counsel to Banco Bradesco BBI
Pinheiro Neto Advogados - Partners José Carlos Junqueira Meirelles and Caio Ferreira Silva and associates Guilherme Sampaio Monteiro, Thaís Lorenzi Ambrosano, and Marcelo Azevedo Fajnzylber
Counsel to the IADB
Lobo & de Rizzo Advogados - Partner Fabrizio Sasdelli and associates Fernanda Pirva Loca and Anna Luiza Piragibe de Almeida