Shearman & Sterling acted as counsel to Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as joint book-running managers, and CIBC World Markets Corp., Credit Agricole Securities (USA) Inc., ING Financial Markets LLC, Mitsubishi UFJ Securities (USA), Inc., nabSecurities, LLC and SG Americas Securities, LLC, as joint book-runners, in connection with a Rule 144A/Regulation S offering of $1.05 billion aggregate principal amount of senior secured notes issued by ITR Concession Company LLC, the operator of the Indiana Toll Road under a 75-year concession and lease agreement. The proceeds of the notes were applied to refinance ITR Concession Company LLC’s $551 million bridge loan facility and a portion of its $1.27 billion term loan facility, which were arranged by IFM Investors, acting on behalf of IFM Global Infrastructure Fund, in connection with IFM Investors’ $5.73 billion acquisition of ITR Concession Company LLC in May 2015.
The offering, which closed on July 23, 2015, included three series of notes: $300 million of 4.197% Series A Notes due 2025; $500 million of 5.183% Series B Notes due 2035; and $250 million of 5.283% Series C Notes due 2040. Shearman & Sterling also acted as designated lenders’ counsel and as counsel to certain private placement investors, in connection with the financing of the acquisition.
The Shearman & Sterling team included partners Robert Treuhold (New York-Capital Markets), Gregory Tan (New York-Project Development & Finance), and Douglas McFadyen (New York-Tax); counsel Paul Epstein (New York-Project Development & Finance); associates Brian Bishop (New York-Capital Markets), Richard Facundo (New York-Project Development & Finance), Judy Fisher (New York-Tax), Minsoo Kwon (New York-Capital Markets), Laura Mulry (New York-Environmental) and John Slater (New York-Corporate); and visiting attorney Ankita Sethia (New York-Capital Markets).