Professional Documents
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Garrigues Perú - Renewable Energy Framework in Peru (October 2021)
Garrigues Perú - Renewable Energy Framework in Peru (October 2021)
Garrigues Perú - Renewable Energy Framework in Peru (October 2021)
Framework in
Peru
October 2021
Garrigues, Garrigues is an international legal and tax services firm
that advises clients locally, regionally and globally from
every angle of business law. Garrigues’ strength lies
covering every in its team of over 2,000 people working cross-
functionally to resolve their clients’ problems and in
angle of the values that it shares in the 13 countries where it
operates. With the ultimate goal of helping
business law businesses develop in a fairer, more ethical,
responsible and sustainable society.
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One firm, one team, at the service of businesses
and their challenges in Latin America
Businesses are facing new challenges in the region: how to strengthen and diversify their production system, embrace enterprise
and innovation, and attract investment, while making corporate governance and sustainability policies a priority.
At Garrigues, we are equipped to guide businesses through these challenges, offering a one-of-a-kind integrated service in Latin
America: one firm, one cohesive team and the same high quality standards across the board.
We have own offices and multidisciplinary local teams in strategic countries that enable
us to cover the entire region.
We serve Latin American and multinational businesses from all sectors, with more than
200 lawyers and 30 partners sharing both local and international knowledge and
experience.
We are a benchmark in major intra-regional deals, ensuring the same quality of service
with a one-stop shop model.
We bring to the table the expertise of a major firm with more than 2,000 professionals
across the Americas, Asia and Europe, and a direct presence in the global financial
centers: New York, London, Beijing and Shanghai.
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Renewable Energy
Framework in Peru
Energy Regulation Framework
Generation, transmission and distribution activities
The electric power industry regulations establish the The main aspects of Peru’s electric power industry
legal framework for the energy power industry in Peru regulations are:
and govern: a) The separation of the energy power generation,
i. The generation, transmission, distribution and transmission and distribution activities;
commercialization of electric power;
b) The organization of the generation segment as a
ii. The functioning of the electric power market; and, competitive market;
iii. Energy and capacity prices and other electric power c) Transmission and distribution, being natural
industry charges. monopolies, are regulated activities;
d) Regulated prices applicable to transmission and
distribution of energy power for both regulated and
unregulated customers; and,
e) An independent system operator (“COES”), which
coordinates the system’s operation and
administration of the National Interconnected Electric
System’s (“SEIN”) spot market following principles of
efficiency, cost reduction, quality and reliability.
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Regulatory Permits
Definitive Concessions and Authorizations Generation
Activities
According to the Electric Power Concessions Act (Law No.
25844) and the Legislative Decree No. 1002, the following
activities in the electric power industry shall be conducted
pursuant to a definitive concession granted by the Ministry of
Energy and Mines (“MEM”):
a) Electric power generation with hydroelectric plants and other Definitive
types of plants that use renewables energy resources –
RER with installed power capacities that exceed 500 kW; Concession
b) Power transmission activities that affect state-owned or
property or require the establishment of easements by the
Peruvian government; and,
Authorization
Distribution Transmission
c) Public service power distribution for demands over 500 kW. Activities Activities
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Renewable Energy in Peru
Generation Activities
Marginal Cost System
The COES determines which generation units are to be dispatched with the goal of minimizing the cost of energy supplied to the SEIN, beginning with the
generation unit with the lowest variable cost (with the exception of RER units that legally always enter to dispatch).
PPAs
Thus, dispatch of energy is not organized according to the obligations of generators under their power purchase agreements, which are considered financial
transactions and do not interfere with the operation of the SEIN.
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Renewable Energy in Peru
Transmission Activities
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Renewable Energy in Peru
Distribution Activities
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Renewable Energy in Peru
Main Obligations of Generation, Transmission and Distribution Companies
To maintain projects in proper condition for their efficient operation, according to their concession
According to contracts or regulations enacted by the MEM;
Electric Power To comply with price regulations;
Concessions Act,
the main
To supply technical and economic information to the regulatory entities;
obligations of
electric power
To follow the National Power Code and other applicable technical rules;
generation,
transmission and
To allow technical inspections by the applicable authorities;
distribution
companies are
the following: To contribute a maximum of 1% of annual sales revenue to support the budgets of regulatory and
supervising entities; and,
To comply with the rules and regulations applicable to the preservation of the environment and
Peru’s cultural heritage.
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Renewable Energy in Peru
Renewable Energy Framework
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Renewable Energy in Peru
Renewable Energy Framework
Auctions Every two years the MEM evaluates the need to hold auctions to cover the targeted amount of
renewable electric power established by the Peruvian government.
• In the auctions for the supply of electric power generated with RER to the SEIN, renewable energy companies are guaranteed a tariff for
a specific amount of energy produced for a term of 20-years from the commencement of commercial operations of the corresponding
generation unit.
Dispatches Renewable generation plants are considered to have production variable costs equal to zero, which
gives priority to these plants in the daily dispatch programs specified by the COES
• As a consequence of the availability of wind and in the context of COES’ legal mandate to efficiently use natural resources, wind-
generation plants, for example, should be expected to fully dispatch all of the electric power they are able to produce in the first order of
priority.
• Unavailability of a renewable generation plant will prevent the renewable generator from delivering electric power to the SEIN and,
therefore, such generator will not be entitled to receive the corresponding payments for energy injections to the system (marginal costs).
• The guaranteed tariff will be paid, when the generator produces and delivers electric power into the SEIN and the generator has been
awarded with Power Supply Agreement through an auction.
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Renewable Energy in Peru
Renewable Energy Framework
• The general environmental legal framework for environmental matters is governed, among others, by
the following laws: (i) General Environmental Law (Law No. 28611); and (ii) Environmental Impact
Assessment National System Law (Law No. 27446), and its implementing regulations (Supreme Decree
No. 019-2009-MINAM).
• The Peruvian government, in collaboration with the Ministry of Environment and other governmental
entities, has the authority to enact implementing regulations governing environmental matters, such as
the Regulations of Environmental Protection for Electric Activities (Supreme Decree No. 014- 2019-EM),
which governs the environmental aspects of the electric power industry, such as:
• The generation, storage, handling, use, disposal and transportation of hazardous materials, the
Environmental emission and discharge of hazardous materials into the ground, air or water; and,
• The requirement of an environmental management instrument that includes a description of activities
to be performed in an electric power project, detailing (i) the information about its location, including
Regulations main and ancillary components; and (ii) the environmental baseline study (i.e. geographic, social,
cultural and economic aspects within the areas of influence of the project), among other aspects.
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Renewable Energy in Peru
Regulatory Entities
The entities responsible for the regulation, operation and Committee of Economic Operation of the National
supervision of the Peruvian electric power industry are the Interconnected Electrical System (COES)
following: A private entity represented by qualified participants
undertaking activities in the SEIN (i.e., energy power
Supervisor of Investments in Energy and Mining
generators, transmission companies, distributors and
(OSINERGMIN)
major unregulated clients), whose decisions are binding
An independent regulatory agency that oversees the and enforceable against all participants. Its purpose is
energy sector in Peru and has the authority to regulate, to coordinate the operation of the SEIN at minimum
monitor and control the activities of all participants cost, preserve its security and continuing operation and
involved in generation, transmission and distribution of foster the best use of energy resources considering
electric power. efficiency standards.
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Renewable Energy in Peru
Recent news
“Anglo American signs agreement to supply “Concession granted for the construction of a
“Peru: 49 renewable energy projects were
renewable energy to Quellaveco mine”: The wind power plant”: The Ministry of Energy and
executed at the end of 2020”: At the end of
global miner Anglo American recently signed an Mines granted the definitive concession to
2020, 49 renewable energy projects (RER) were
agreement with Engie Energia Peru to provide develop the activity of generating electricity with
executed in Peru, representing 1,080
renewable energy to its Quellaveco copper mine renewable energy resources in the 131.1 MW
megawatts (MW) in addition to the national
in Moquegua, in the south of the country, for the San Juan Wind Farm wind power plant, located
electricity system, with an investment of 2,138
total demand of Quellaveco in its productive in the Ica region, the which will be built by the
million dollars.
phase (187MW) and for a period of 15 years. company Energía Renovable del Sur.
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Contact Information
Peru
Diego Harman Diego is a Partner in the Energy & Infrastructure department at Garrigues. He focuses on Project
Partner Finance, PPPs, Capital Markets, Acquisition Finance, Banking & Finance and M&A. He has
+511 3992621 extensive experience in structuring deals for Energy and Infrastructure projects in Latin America.
diego.harman@garrigues.com His professional trajectory has been recognized by Chambers & Partners, Legal 500 and Latin
Lawyer, among others.
Prior to joining Garrigues, he worked as a Senior Associate in the LatAm Energy &
Infrastructure Groups of Clifford Chance (New York) and DLA Piper (New York), and as a
Senior Associate at Rubio Leguía Normand (Lima). He is a member of the Lima Bar
Association and the Peruvian Infrastructure Association (AFIN).
ACADEMIC BACKGROUND:
Master of laws (LLM) from New York University (2013).
Postgraduate Diploma in Essentials of Infrastructure Finance from the New York Institute of Finance (2012).
Degree in law from Universidad de Lima (2007).
RECOGNITIONS:
Ranked in Banking & Finance and Projects by Chambers & Partners.
Deemed a Rising Star by IFLR and highlighted by other publications such as LatinLawyer.
Recognized as Next Generation Partner 2021 in Banking & Finance and Projects by Legal 500.
“Diego Harman "has an excellent knowledge of the market, as well as high-quality legal expertise and the ability to work as part of a
team," an interviewee affirms. A client goes on to commend him for being "a wonderful analyst who is capable of putting different facts
together.".”
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Peru
Rafael Martinelli Rafael is a Principal Associate in the Tax Department of Garrigues in Lima. He has more
than 15 years of experience offering solutions for efficient taxation, making viable and
Principal Associate
optimizing financing, investments and businesses in Peru and Latam.
+51 947402334
rafael.martinelli@garrigues.com
Given his recognition in the sector, Rafael is chairman of the Tax Affairs Committee of the
Association for the Promotion of National Infrastructure. He is also a member of the
Peruvian Institute of Tax Research and Development, and of the International Fiscal
Association.
Prior to joining Garrigues, Rafael was an Associate at Hernández & Cía. Abogados.
ACADEMIC BACKGROUND:
Postgraduate studies in International Tax Law at Maastricht University in the Netherlands (2021).
Degree in Law from Pontificia Universidad Católica del Perú (2010).
RECOGNITIONS:
Recognized by leading legal reviews (LatinLawyer, Legal500, Ch&P, ITR) for his involvement in several significant transactions.
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Peru
Johanna Holz Johanna is a Principal Associate in the Projects and Infrastructure department at
Garrigues, Lima. She has participated in deals (M&A and financing) and administrative
Principal Associate procedures in a wide range of sectors such as energy, transport infrastructure,
+511 3992624 telecommunications, competition, irrigation and health; as well as acting as the regulatory
johanna.holz@garrigues.com manager of a telecommunications company. Her work has been recognized in
publications such as Latin Lawyer and Legal 500.
Before joining Garrigues, Johanna was Senior Associate at Estudio Echecopar and
Regulation Manager at Azteca Comunicaciones Perú. She is a member of the Lima
Bar Association.
ACADEMIC BACKGROUND:
Master of laws (LLM) from the University of Chicago (2010).
Degree in law from Pontificia Universidad Católica del Perú (2006).
RECOGNITIONS:
Johanna has been recognized as a Rising Star by Legal 500.
She has mentions in other directories and publications such as IFLR and LatinLawyer, among others.
“Johanna Holz is a principal associate at the firm’s Lima office, where she specialises in local and international financing deals, project finance,
administrative law and regulatory compliance in general, and telecommunications. She has extensive experience in providing legal advice to both
the public and private sectors on the implementation of infrastructure projects, processes to promote private investment, free competition, unfair
competition and private works contracts.”
(LatinLawyer 250)
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garrigues.com
Síguenos
J&A Garrigues, S.L.P. Reg. Merc. Madrid: Tomo 17.456, Folio 186, Sección 8ª, Hoja M-190538. NIF: B81709081. Hermosilla, 3 – 28001 Madrid, España. + 34 91 514 52 00. info@garrigues.com
Appendix:
Recognitions &
Credentials
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Latam Local Legal Adviser of the year, IJ Global 2021
Andean states banking & finance firm of the year, IFLR Americas
Awards 2021
Project finance deal of the year: Red Vial 4 and Via de Evitamiento
Chimbote (Peru), IFLR Americas Awards 2021
The most popular firms in Chile, Colombia, Mexico and Peru, LACCA
2021 - Who Represents Latin America’s Biggest Companies?
Most Innovative Law Firm in Continental Europe, Financial Times
European Innovative Lawyers Awards 2020
Recognized in
Law Firm of the Year: Andes, Latin Finance 2020
Recommended Firm in Chile, Colombia, Mexico and Peru, Latin
Latin America
Lawyer 250 2020
Best Latin American transactions, IJGlobal Awards 2020
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IJGLOBAL
Transport Airport Deal of the Year - Lima Airport; IJ Global Awards 2020
Telecoms Deal of the Year – Internet Para Todos: IJ Global Awards 2019
Recognized in Downstream Oil & Gas Deal of the Year: Petroperu; IJ Global Americas
Awards 2018
Peru TISUR / Matarani Port Expansion Project; Latin American Transport Deal
of the Year
Red Dorsal Fiber Optic Network; Latin America Telecoms deal of the Year
ETEN Power Plant; Overall Latin American Deal of the Year and Latin
American Project Bond Deal of the Year
Linea Amarilla (Via Parque Rimac) Toll Road; Latin American PPP Deal of
the Year
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IFLR LATINFINANCE
Red Vial 4 and Via de Evitamiento Infrastructure Financing of the Year – Andes;
Chimbote (Peru); Project finance deal of Ergon Peru
the year
Republic of Peru; Sovereign Bond of the Year
Lima Metro Line 2; Americas Project
and Local Currency Deal of the Year
Finance Deal of the Year
Lima Metro Line 2; Best Transport Financing
ETEN Power Plant; Americas Project
Deal of the Year and Structured Financing of
Finance Deal of the Year
the Year
Huascacocha Water Project; Americas
Recognized in Project Finance Deal of the Year
IFR
INRETAIL; Domestic M&A Deal of the Year
Latin America Local Currency Bond: Red Dorsal Fiber Optic Network; Best
Telefonica del Peru; IFR Awards 2019 Infrastructure Bond
Salaverry Port PPP Financing; Project Linea Amarilla (Via Parque Rimac) Toll Road;
Finance Deal of the Year (Infrastructure) Best Infrastructure Financing: Andean Region
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LATIN LAWYER 250 2021
Recommended Firm in Banking & Finance
Recommended Firm in Capital Markets
Recommended Firm in Corporate and M&A
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Garrigues is seen on many of the country’s most important project
finance and infrastructure deals, working for both sponsors and banks.
As well as conventional lending, the team also works on innovative
capital markets work. This has included novel mandates, such as a time-
delayed project bonds issuance to fund the construction of a nationwide
fibre-optic network. Latin Lawyer250 2020: Peru – Project Finance &
Infrastructure
International The firm assisted the client from the start of the transaction taking a very
proactive and assertive role and interacting with all parts involve. Great
directories work done with no negative aspects to mention. IFLR1000 2020: Project
Finance
Garrigues stands out for its knowledge and teamwork, say clients, and is
a market leader in project finance (…). The Lima office of this Spanish-
powerhouse firm has capability across the whole life-cycle of projects
(…). Legal500 2020: Peru – Projects and Infrastructure
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• Marcona/Tres Hermanas Wind Farm: Sale by Grupo Cobra of 51% of the
Marcona/Tres Hermanas Wind Farms to SIGMA F1 fund, advising the seller.
• La Virgen: Acquisition by Alupar Investimento S.A of 65% of the shares of La
Virgen, developer of the La Virgen Hydro Project, advising Alupar Investimento.
• Huanchor: Acquisition by Volcan Compañía Minera of 100% of the shares of
Hidroeléctrica Huanchor, owner of the Huanchor, Tamboraque I and II Hydro
Projects, advising the purchaser.
• Marcona/Tres Hermanas Wind Farm: Sale by Grupo Cobra of 49% of the
Marcona/Tres Hermanas Wind Farms to SIGMA F1 fund, advising the seller.
Our • Termochilca: Indirect acquisition by Fondo Mezzanine Summa of shares in the
thermoelectric power generator Termochilca, advising the purchaser.
experience • EnBW: Capital investment by EnBW Energie Baden-Württemberg AG in the capital
of two renewable resources project developers, advising the purchaser.
Energy M&A| • Generación Andina: Sale by EnBW Kraftwerke AG of its shares in Generación
Renewables Andina (owner of the 8 de Agosto, El Carmen and Nueva Esperanza Hydro
Projects) to Unión Energy Group Corp., advising the seller.
• Faro Energy Investment Fund: Advice to Faro Energy in the structuring of a joint
venture with Peruvian partners for the development and execution of renewable
energy projects.
* The transactions listed hereby reflect some of the most representative experiences of Garrigues’ team members.
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• Ergon Peru: Advised institutional investors in a US$222 million Rule 4(a)2’s
private placement by Ergon Perú S.A.C. for the financing of autonomous solar
photovoltaic panels project.
• Duna/Huambos Wind Farms – Long-term Loans: Advised CAF and ICO as
Senior Lenders on US$18.5 million and US$18.4 million long-term loans to GR
Taruca and GR Paino to finance the 18 Mw Duna and Huambos Wind Farms,
sponsored by Grenergy Renovables.
• Duna/Huambos Wind Farms – VAT Loans: Advised Interbank as VAT lender on
S/15 million VAT loans to GR Taruca and GR Paino to finance the 18 Mw Duna
Our •
and Huambos Wind Farms, sponsored by Grenergy Renovables.
Marcona/Tres Hermanas Wind Farms: Advised Allianz Global Investors as a sole
experience Purchaser on a US$ 250 million Section 4(a)2 Private Placement for the
refinancing of the Marcona/Tres Hermanas Wind Farms.
Power and Energy • Ergon Solar Panel Projects: Advised SMBC and COFIDE as lenders on a
US$142 million loan to Ergon Perú S.A.C. to finance three photovoltaic solar panel
Finance | projects for use in rural areas of Peru.
Renewables • Runatullo Hydro Power Plants: Advised Interbank in a US$62 million loan to
EGE Junin S.A.C. to finance the Runatullo II and Runatullo III Power Plants.
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• Tres Hermanas Wind Farm: Advised Parque Eólico Tres Hermanas in a US$21
million loan from Teachers Insurance and Annuity Association of America.
• Marcona Wind Farm: Advised Parque Eólico Marcona in a US$6 million loan from
Teachers Insurance and Annuity Association of America.
• Cupisnique and Talara Wind Farms: Issuance by Energia Eolica S.A. of US$204
million in Senior Secured Green Notes to finance the Cupisnique and Talara Wind
Farms, advising the Initial Purchasers BofA Merrill Lynch and Goldman Sachs.
• Tres Hermanas Wind Farm: Advised Cobra as the Sponsor in a US$144 million
senior loan from DEG, US Ex-Im Bank, Natixis, FMO and PROPARCO, and a $14
Our million subordinated loan from CAF, to finance the Tres Hermanas Wind Farm
(Best Renewable Energy Financing, LatinFinance).
experience • Marcona Wind Farm: Advised Cobra as the Sponsor in a US$64 million senior
loan from DEG, US Ex-Im Bank, Natixis, FMO and PROPARCO, and a $6 million
Power and Energy subordinated loan from CAF, to finance the Marcona Wind Farm (Best Renewable
Energy Financing, LatinFinance).
Finance | • Las Pizarras Hydro Power Plant: Advised Eolica Galenova as the Sponsor in a
Renewables US$27 million loan from CAF, to finance the 18MW Las Pizarras Hydro Power
Plant.
• Solarpack: Advised BNP Paribas, SMBC and Societe Generale on an aggregate
US$ 226 million financing for the Tacna Solar, Panamericana Solar and Moquegua
FV Solar Park Projects, owned by Solarpack and Ardian.
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• Fenix Power: Advised BTG Pactual in a US$362 million bridge loan to Fenix
Power Peru to finance a combined cycle power plant.
• ETEN Power Plant - Bond: Advised the Sponsors Cobra and Grupo Terra on a
US$ 132 million Section 4(a)2 Private Placement by Planta de Reserva Fria de
Generación Eten S.A. to finance the development of a 224MW dual thermal cold
reserve power plant, arranged by BTG Pactual (Overall Latin American Deal of the
Year & Latin American Project Bond Deal of the Year, IJGlobal; Best Infrastructure
Bond, LatinFinance).
• ETEN Power Plant – VAT Loan: Advised Planta de Reserva Fria de Generacion
Our Eten in a VAT Financing from Interbank in connection with their 224MW dual
thermal cold reserve power plant.
experience • BPZ Power Plant: Advised Credit Suisse in a US$40 million loan to BPZ Energy to
finance a thermoelectric power plant in northern Peru.
Power and Energy • Genrent: Advised the Lenders on a US$30 million refinancing for the 70 to 80.5
MW cold reserve power plant project “Central Termoeléctrica Iquitos Nueva
Finance | (Reserva Fría).”
Conventional Energy • Samay: Garrigues Peru advised The Bank of Nova Scotia and Sumitomo Mitsui
Banking Corporation as Lenders in a US$330 million credit financing in favor of
Peruvian Energy Company – Samay I S.A. (“Samay”) - for the refinancing of its 708
MW cold reserve power plant located in the district of Mollendo, province of Islay,
Arequipa Region, Peru.
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• Piura, Nueva Tumbes and Tingo María Transmission Line: Advised Alupar
Investimento in the bancability analysis of the concession contracts of the
Substations, Transmission Lines and extensions of Niña - Piura, Pariñas – Nueva
Tumbes and Tingo María – Aguaytía.
• ATN Bancolombia: Advised Bancolombia in a US$ 30 millones bridge loan to
ATN 3 (Abengoa) for the construction of the Machupicchu–Quencoro-Onocora–
Tintaya Transmission Line.
• ATN 3: Advised CAF in a US$43 million bridge loan to ATN 3 (Abengoa) for the
construction of the Machupicchu–Quencoro-Onocora–Tintaya Transmission Line.
Our • ATS Transmission Lines: Advised BNP Paribas and HSBC on a US$432 million
Project Bond offering by Abengoa Transmision Sur to finance the construction of a
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• ATN Transmission Line: Advised WestLB, BNP Paribas and other lenders in a
US$78 million loan to Abengoa Transmisión Norte for the Carhuamayo–Paragsha–
Conococha–Huallanca–Cajamarca-Cerro Corona-Carhuaquero Transmission Line.
• CTM Transmission Lines: Advised BBVA in a US$90 million loan to Consorcio
Transmantaro for the development of four electricity transmission lines.
• Mantaro-Socabaya Transmission Line: Advised Banco de Credito del Peru in a
US$70 million loan to Consorcio Transmantaro for the construction of the Mantaro-
Socabaya Transmission Line.
• La Planicie-Zapallal Transmission Line: Advised Banco de Credito del Peru in a
Our US$20 million loan to Consorcio Transmantaro for the construction of the La
Planicie-Zapallal Transmission Line.
experience
Power and Energy
Finance |
Transmission Lines
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