Latin Lawyer: “Oman Oil entra a Chile, mientras que el Grupo BG deja el proyecto GNL Quintero”

20 marzo, 2000

Oman Oil enters Chile as BG exits GNL Quintero project Thursday, 19 September 2013, by Joe Rowley Chile’s Claro y Cía and Spain’s Gómez-Acebo & Pombo Abogados have helped Oman’s government-controlled oil investment company enter Chile as it teams up with Spanish energy company Enagás to acquire BG Group’s remaining stake in regasification terminal GNL Quintero. Terminal de Valparaíso, the joint venture vehicle used by the pair to make the acquisition, paid US$176 million for the remaining 20 per cent stake held by the British oil and gas company; in a move that also signals the exit of BG from the country, although it will maintain various gas supply agreements. Chile’s Carey and the London office of Herbert Smith Freehills LLP advised BG, while GNL Quintero relied on Chilean firm Bahamondez, Alvarez y Zegers for the preparation and review of documents and the shareholding registry in the company. Due to the joint venture being structured under Spanish law, Enagás also drew counsel from the Madrid office of Bird & Bird LLP. Closing on 4 September, the acquisition comes a year after Enagás purchased BG’s other 20 per cent in the project, after the British oil and gas company announced plans to divest its entire stake to focus its resources on upstream gas production. BG entered the GNL Quintero project in 2006, winning a competitive tender to build and supply the 2.5 million tonnes per annum regasification plant. The remaining 60 per cent is divided equally between Chilean gas distributor Metrogas, state-owned energy company ENAP and Spain’s largest electricity utility, Endesa. Project financing was provided by 17 financial institutions drawn from around the world, which turned toShearman & Sterling LLP and Chile’s Guerrero, Olivos, Novoa y Errázuriz. Shortly after obtaining the stake, however, BG unexpectedly found itself having to adopt a second role as a pari passu, or equal-step, lender, after the collapse of Lehman Brothers in the US in 2008 rocked the international markets and severely curtailed available funding for the project. With BG’s ultimate aim being to exit the Quintero in order to focus on upstream production, Shearman & Sterling partner Cynthia Urda Kassis explains that the financing agreement also had to be structured to allow for a clean exit. “Our role was to determine what, if any, lender consents were required to permit the sale by BG,” she explains. Alongside the sale of BG’s first tranche in 2012, a parallel deal saw the company sell its loan portfolio on the international market to several financial institutions and bring to an end its role as pari passu lender. While lawyers note that the divestment of the first half of BG’s stake proved relatively straightforward, the sale of the remaining 20 per cent would prove more complex as rules contained within the shareholder agreement meant that any divestment by any shareholder of over 50 per cent of its stake would have to be approved by the other shareholders and lending banks in the project. This situation was given added complexity by two factors. The first was that the shareholder agreement also contained rules restricting any sale to companies of a certain investment grade, which created problems in light of Enagás’ downgrade […]

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