Latham & Watkins advised Galaxy Pipeline Assets Bidco Limited (the Company) on its public offering of US$4 billion senior secured bonds, to part refinance a c.US$8 billion term acquisition loan which the company borrowed in June 2020 to finance the acquisition of a 47.7% stake in ADNOC Gas Pipeline Assets LLC (ADNOC Gas Pipelines).
ADNOC Gas Pipelines has leased from ADNOC the rights to 38 gas distribution pipelines in Abu Dhabi covering a total of 982.3 kilometers, with ADNOC holding, indirectly through a subsidiary, a 51% majority stake. The bonds are backed by distributions payable by ADNOC Gas Pipelines to the Company out of free cashflow generated from a tariff chargeable by ADNOC Gas Pipelines to ADNOC under the terms of a use and operation agreement relating to the pipelines. Timeliness of payment of scheduled interest and amortization on the bonds is assured through the provision of a US$320 million debt service reserve liquidity facility made available by a syndicate of banks to the Company. The bonds are rated AA and Aa2 by Fitch and Moody’s respectively.
The Company is owned by a consortium of some of the world’s leading infrastructure investors and operators, sovereign wealth and pension funds comprising Global Infrastructure Partners, Brookfield Asset Management, Singapore’s sovereign wealth fund GIC, Ontario Teachers’ Pension Plan Board, NH Investment & Securities and SNAM. Citi and HSBC acted as global coordinators of the offering and MUFG acted as ratings adviser to the Company.
Latham’s team on the refinancing was led by London finance partners Steve Curtis, James Burnett, Conrad Andersen, John Balsdon, and Dean Naumowicz.