V&E Represents MIRA and Empark on Refinancing
Vinson & Elkins represented Arena Luxembourg Finance S.à r.l. (the “Issuer”), a portfolio company of Macquarie European Infrastructure Fund 5, in connection with its Rule 144A/Regulation S offering of €575 million in aggregate principal amount of senior secured notes, comprising (i) €475 million principal amount of 1.875% senior secured fixed rate notes due 2028 (the “Fixed Rate Notes”) and (ii) €100 million principal amount of senior secured floating rate notes due 2027 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”).
The Notes were issued on January 30, 2020, and the Issuer
intends to use the proceeds from the offering, along with cash on the balance
sheet, to (i) fund the redemption in full (including any and all premiums and
accrued and unpaid interest) of the Issuer’s existing €350 million aggregate
principal amount of 2.875% senior secured notes due 2024 and €125 million
aggregate principal amount of senior secured floating rate notes due 2023, (ii)
pay a distribution to shareholders through a partial repayment of existing
subordinated shareholder loans and (iii) pay the fees, commissions and expenses
incurred in connection with the transaction. The initial purchasers of the
notes were J.P. Morgan, Barclays, BNP Paribas, Deutsche Bank, Goldman Sachs
International, NatWest Markets and Santander.
In connection with the issuance of the Notes, the Issuer’s
group cancelled its existing €75 million revolving credit facility and replaced
it with a new €100 million revolving credit facility.
The Issuer is a special purpose financing vehicle of Arena
Luxembourg Investments S.à r.l., which owns Empark Aparcamientos y Servicios,
S.A., one of the leading concessionaires and operators of parking
infrastructure in Iberia.
The V&E team was led by partners Noel Hughes
and Paul Simcock with assistance from counsel Cason Moore, senior associates
Nicole Threatt, John Stephen and Matthew Lowe and associates Anthony Sanderson,
Chris Hesford and Antonia George. Partner Wendy Salinas and counsel Andrew Callaghan
provided tax advice.