August 24, 2015
The project is the first French project to benefit from the support of the European Union in the framework of the Juncker Plan and is the largest project finance transaction in France this year.
Willkie recently represented the consortium formed by the Nord de France Administrative Region’s Chamber of Commerce and Industry, the territorial Côte d’Opale Chamber of Commerce and Industry, CDC Infrastructure and Meridiam with respect to the 50-year concession agreement for the operation, maintenance and development of the sea ports of Calais and Boulogne-sur-Mer in northern France. The agreement provides for the operation, maintenance and development of the sea-ports of Calais and Boulogne-sur-Mer for fifty years, including the design, completion and financing of an extension to the Calais port (“Calais Port 2015” project) representing an investment of more than €900 million. The concession agreement was signed between Société d’Exploitation des Ports du Détroit (a special purpose vehicle set up by the consortium) and the Nord-Pas-de-Calais Administrative Region last February and the consortium’s limited recourse financing for the project was closed in July.
For the purposes of the completion of the “Calais Port 2015” project, the concessionaire has entered into a sub-delegation agreement with Société des Ports du Détroit (also a special purpose vehicle set up by the sponsors but also by the Grand Port Maritime de Dunkerque). To carry out the extension works, the Société des Ports du Détroit has entered into an engineering, procurement and construction contract with a group of companies formed by entities affiliated with Bouygues Travaux Publics, Colas, Spie Batignolles and Jan de Nul. The group plans to complete the extension works on Calais Port between 2015 and 2020.
To finance the port extension works, Société des Ports du Détroit issued project bonds via a private placement, subscribed mainly by Allianz Funds. The bonds are being enhanced by the European Investment Bank through the issuance of its PBCE instrument. Crédit Agricole CIB provided a VAT bridge loan.
This concession structure, a first of its kind, allowed the consortium to put in place competitive financing conditions for the project. Additionally, this is the first French project to benefit from the support of the European Union in the framework of the Juncker Plan.
Willkie advised the consortium in relation to the structuring of the transaction, the negotiation of project documents (concession and construction) and the negotiation of finance documents. The Willkie team was led by partner Thierry Laloum and special European counsel Michaël Armandou, and included partners Amir Jahanguiri and David Tayar and associates Anne-Laure Barel, Emilie Patoux, Alexis Grisoni, Roy Charles Bates, Cédric Gamambaye Dionmou and Dounia Ababou and summer law clerk Anthony Minzière.
