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Support to the São Paulo Metro Lines 5 and 17 International Competition (Bid)

Objective

To support projects aimed at the improvement, refurbishment and adaptation of São Paulo Line  infrastructure within the framework of the São Paulo Metro Lines 5 and 17 Concession, in accordance with the Concession Notice disclosed in the first half of 2017 by the State of São Paulo Metropolitan Transport Secretariat.

Who can be financed

Companies based and administrated in Brazil or abroad.

What can be financed

Support to initial investments in Line 5, which include: (i) the mandatory investment specified in the Concession Notice; and (ii) any non-mandatory investment whose support may be requested to BNDES by the Bid winner.

Investments in item (ii) above shall, cumulatively,: (i) be included in the BNDES’ Previous Consultation; (ii) prove to be important to the Concession success, at BNDES’ discretion; (iii) be considered as eligible item for support, according to information available at BNDES’s website; and (iv) be limited to an amount that ensures a Debt-Service Coverage Ratio (DSCR) equal to or greater than 1.30 (one point three zero), according BNDES’ projection.

Minimum loan amount

R$ 20 (twenty) million (BNDES FINEM) for Direct Support. Smaller pledges shall follow conditions applied to BNDES Automático through Indirect Support.

Forms of support 

Financial support shall jointly comply with: (i) BNDES Finem product; (ii) Urban Mobility Line; and (iii) BNDES Project Finance conditions, detailed at BNDES’ website.

In case corporate guarantee and/or stand-by letter of credit for the whole period of financing are/is presented, compliance with BNDES Project Finance Program may be excused, at BNDES’ discretion.

Interest Rate

Direct support (financing directly with BNDES)

Interest rate = Fund cost + BNDES’ margin + Risk spread

bndes-finem-conditions

 Indirect support  (finance through commercial banks)

Interest rate = Fund Cost + BNDES’ margin + Financial intermediation rate + Commercial bank spread

bndes-finem-conditions-2

BNDES’ maximum participation

Up to 80% (eighty percent) of eligible items’ value.

Loan term

Total term (including grace period) will be defined by BNDES during the analysis of the application for financial support, limited to 20 (twenty) years and as long as the discharge of support occurs at least 1 (one) year prior to the Concession termination. 

Grace period will be of up to 6 (six) months after the investment completion.

Amortization schedule

Constant Amortization System will be adopted.

Debt sizing

The maximum allowed debt amount will be determined considering the project’s cash generation.

The minimum Debt-Service Coverage Ratio (DSCR) shall be 1.30, to be assessed annually.

Security

As per BNDES Project Finance Program rules, securities are required, including the possibility of defining technical and financial completion periods, at BNDES’ discretion. 

Securities shall be determined based on the project´s technical-economic analysis, as well as its shareholders, and may include:

Pre-completion period

  • Corporate guarantee and/or stand-by letter of credit;
  • pledge over SPV shares;
  • fiduciary ownership or pledge over the concession´s emerging rights;
  • fiduciary ownership or pledge over the project and its accounts receivables;
  • reserve account of at least three maturing or due installments, at BNDES’ discretion; and
  • insurance package with a beneficiary clause in favor of the creditors, at least including the insurances required by the concession contract.

Note: when a stand-by letter of credit for the total outstanding debt is issued, the guarantors shall have priority in the use of other securities during the term of the letter.

Post-completion period 

  • pledge over SPV’s shares;
  • fiduciary ownership or over the Concession´s emerging rights;
  • fiduciary ownership or over the project and its accounts receivables;
  • reserve account of at least three maturing or due installments, at BNDES’ discretion; and
  • insurance package with a beneficiary clause in favor of the creditors, at least including the insurances required by the concession contract.

Notes:

  1. The project securities may only be shared with other credits if and when intended exclusively to finance project investments. There will be a possibility of sharing, in the same degree, securities between BNDES’ credit and other credits for financing the fixed grant, only if these other credits do not compromise the DSCR ≥ 1.30 (one point three zero) covenant, in accordance with BNDES’s projection.
  2. Projects funded through BNDES Project Finance program, without prejudice to other requirements deemed necessary at BNDES’ discretion, shall obtain financial completion when achieving the minimum DSCR and capital structure, in accordance with the following formulas: 

 

DSCR formula:

DSCR-formula  


Capital structure formula:

Capital-structure-formula

Where:

EBITDA = Operating Income + Depreciation and Amortization Expenses + Financial Expenditures – Financial Income +/– Equity Pick-up +/-Adjustments through impairment, all concerning year “t”.

Taxes provision = Income Tax (IRPJ) and Social Contribution on the Net Result (CSLL) for year “t”.

Variable “t” is the fiscal year relative to the accounting of the covenants. For the purpose of verifying the possibility of completion, the covenants will be annually established after publication of the financial statements audited for year “t”.

Completion occurs when, for two consecutive years:

 DSCR-3

 In case of indirect support, the financial completion conditions shall be negotiated between the commercial bank and the client.

Disbursements

Disbursement shall be made proportionally to BNDES’ loan exposure, regarding the eligible items total amount investments made in each period.

Additional requirements

1) BNDES shall include governance provisions in its financing contract, in particular regulating related-party transactions (RPT), which shall include, at least:

  • RPT celebrated in value above the ones pre-defined by BNDES are subject to the Company´s Board of Directors (Board) approval, which shall exclude members with potential conflict of interests;
  • The Board shall, when analyzing each RPT, evaluate price and quantitative indicators and take into account proposals from at least three companies with similar technical ability;
  • The Board must have an independent committee to advise it on the analysis of RPT, issuing a favorable opinion or not for each contract;
  • The minority shareholders with at least 5% of the voting shares may request an opinion by an independent body, from the SPV;
  • A relevant fact must be disclosed whenever RPT is contracted, with the Board’s approval. Furthermore, a note about the RPT must appear in the explanatory notes of the Quarterly Information, disclosing all required data in accordance with the accounting rules applicable to the annual financial statements; and
  • Those mechanisms check must be object of an annual external audit, at the company´s expenses.

2) BNDES shall also include in its loan contract the obligation of contracting an independent managing company, at the client´s expenses and with BNDES’ acceptance, which shall prepare reports on: (a) the reasonableness of the CAPEX; (b) the reasonableness of the service providers contract; (c) the work physical progress; (d) the granting obligation fulfillment; (e) enterprise risk management; and (f) the technical analysis of events that may result in lawsuits before the granting authority. The hiring of an OPEX certification company for assessment of the OPEX reasonableness and verification of its concession contract compliance will be mandatory.

3) For equity participation through Private Equity Funds (PEF), in addition to the aforementioned securities requirements, the following shall be needed:

  • approval by the PEF Investment Committee of its equity share in the project, also including a 30% value increase, for eventual extra equity demand; Note: in case of standby letter of credit that covers 100% (one hundred percent) of the funding, this item shall not be apply;
  • identification of the PEF quota holders, manager and administrator; and
  • presentation of the PEF regulation.

Funding availability

This document states BNDES’ conditions available for the São Paulo Metro Lines 5 and 17 Bid winner and does not grants any funding right or exclude the possibility of conditions modification or addition of any other requirements considered to be essential, as the case may require.

Following, the concession holder must request the credit from BNDES, whom shall analyze the applicant´s and potential guarantor compliance, reference and credit risks, as well as legal, economic and environmental aspects of the project.

Other charges

Other charges should be verified on BNDES’s website.

How to apply

Loan applications should be submitted directly to BNDES by the company concerned or to one of the registered financial institutions, through the BNDES’ Previous Consultation,filled out in accordance with the information guidelines at BNDES’ website.

 

 

 

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