Kenbourne Invest and WOM. International bond issuance under Rule 144 Regulation S.
1. Deal Description
Kenbourne Invest issued bonds in the international market under Rule 144A/Regulation S of the Securities Act, for USD450 million guaranteed by WOM S.A. JP Morgan, Banco Santander and Bank of America acted as underwriters. The funds will be use by Kenbourne to grant a term loan to WOM, its Chilean related company, to participate in a TMT bidding in Chile and for the partial pre-payment of a syndicated credit agreement.
The bond offering is additional to those made in November 2019 and February 2021 for USD510 million.
Complexity to the transaction included the coordination with international law firms in order to make compatible the different jurisdictions and carry out the necessary corporate acts to materialize the collateral.
WOM is Chile’s fastest-growing mobile voice and data and mobile broadband services provider by total subscribers and revenue.
2. Counsel list
Local counsel to Kebourne Invest and WOM S.A.: Guerrero Olivos
Partner: Pedro Pellegrini (corporate and capital markets)
Senior associate Benjamín Novoa (capital markets and finance)
Associate Abel Flores (corporate and capital markets)
Senior counsel Alejandro Chechilnitzky (tax)
International counsel to Kebourne Invest and WOM S.A.: White & Case LLP (London)
Partner Jill Concannon
Associates Adrien Dumoulin-Smith, and Nico Nalbantian
WOM’s in-house counsels: Marcelo Fica and Raimundo Meneses
International counsel to JP Morgan and Banco Santander: Latham & Watkins (London)
Team: Brett Cassidy, Roderick Branch, Matthew Schneider, Phil Houten, and Vicente Allende
Local counsel to JP Morgan and other banks: Carey y Cía.
Partner: Diego Peralta
Associates: Felipe Tupper, Paluska Solar, Nadia Jara, Fernanda Valdés, and Rafael Mackay
3. Date of closing
4. Deal Value
5. Jurisdictions involved
Chile, USA, Norway and Luxemburg