We advised Oleoducto Central (Ocensa), a Colombian crude oil transportation company that owns the Ocensa pipeline, on its refinancing through a project bond issuance listed on the Singapore alternative stock market for an initial amount of $650 million and on its tap issue of $100 million.
This is the first project bonds issuance by a Spanish company, AI Candelaria, to be listed on the Singapore alternative stock market. As a result of this listing, the European market abuse regulation does not apply to the issuer or to the investors. If the market abuse regulation was applicable, certain restrictions would apply to the placement of the notes with potential investors. Also, as the bonds were issued by a Spanish company subject to the special tax regime, the structure is efficient and there are no additional withholding taxes on the returns received by the investors.
The Cuatrecasas finance team advised on the issuance of the notes and analyzed the market abuse regulation. The regulatory team analyzed the Singapore alternative stock market and whether it was an organized market within the meaning of Spanish Act 10/2014.
The firm’s tax team advised on the taxation of the structure from a Spanish perspective. The firm’s teams worked closely on this transaction and coordinated with the law firms Davis Polk & Wardwell (US) and Allen & Gledhill (Singapore).
This was a challenging transaction due to the notes being listed in Singapore and due to the different laws applicable and the different parties involved.Jaime de la Torre, 2020