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

USD450 million

5.      Jurisdictions involved

Chile, USA, Norway and Luxemburg