Narrative
Full Description
Project narrative
On September 4, 2017, China Merchants Port Holdings Company Limited and Kong Rise Development Limited — a special purpose vehicle incorporated in Hong Kong and a wholly-owned subsidiary of China Merchants Port Holdings Company Limited (招商 局港口控股有限公司) — entered into the Share Purchase Agreement with Terminal de Contêineres de Paranaguá (TCP) Participações S.A. and its ‘Selling Shareholders’ (Soifer Participações Societárias S.A., Pattac Empreendimentos E Participações S.A., Tuc Participações Portuárias S.A., Galigrain, S.A., Fundo de Investimento em Participações Brasil de Private Equity Multiestratégia, Fundo de Investimento em Participações Brasil de Private Equity II Multiestratégia, and Fundo de Investimento em Participações Brasil de Private Equity III Multiestratégia). Under the terms of this agreement, Kong Rise Development Limited agreed to purchase a 90% interest in Terminal de Contêineres de Paranaguá (TCP) from US private equity firm Advent International for BRL 2,891,250,227.92 (equivalent to approximately HK$7,228,125,570 or $920 million). Kong Rise Development Limited secured an RMB 2,880,000,000 M&A loan from China Development Bank (CDB) to partially finance the cost of the acquisition. The borrowing terms of the loan are unknown. However, it is known that the acquisition was completed in February 2018. TCP is located in the southeast coast of Paraná of Brazil. The port is the second largest container terminal in Brazil. The port is 12.3 meters deep with a quay length of 879 meters. It also has 3 container berths and 33 hectares of depot with a capacity of 1.5 million TEUs.
Staff comments
1. The Chinese project title is 招商局港口控股有限公司收购巴西巴拉那瓜港口项目 or 巴西巴拉那瓜港口项目 or 巴西港口项目. 2. According to a Hong Kong stock exchange filing by China Merchants Port Holdings Company Limited , ‘[t]he total purchase price under the Share Purchase Agreement will be funded by a combination of internal resources of the Group and external debt financing.’ 3. TCP Participações S.A. is a corporation (sociedade por ações) incorporated in Brazil. TCP Participações S.A. and its subsidiaries are principally engaged in operating the container terminal concession in the Port of Paranaguá. 4. On January 15, 2020, China-Portugal Cooperation Development Fund (managed by China-Africa Development Fund) and China-LAC Cooperation Fund (managed by the Investment Arm of The Export-Import Bank Of China) — completed the acquisition of a 22.55% ownership stake in TCP Participações S.A. from China Merchants Port Holdings Company Limited. At the time, TCP Participações S.A. reported its enterprise value as $1.1 billion. After the completion of this transaction, Kong Rise Development Limited’s shareholding in TCP Participações S.A. was changed from 90% to 100%. Tim Wang and Hong Zhang of Clifford Chance LLP (Shanghai) acted as legal advisor to the acquirer. 5. China-Portugal Cooperation Development Fund (CPD Fund) was founded in June 2013 with total asset under management at $1 billion. CPD Fund focus on investment in China (including Macao SAR) and Portuguese speaking countries, and is playing an active role to help and promote global development for various enterprises, thus helping global economic growth. 6. China-LAC Cooperation Fund (CLAC Fund) was jointly founded by the Export-Import Bank of China (60%) and Chinese State Administration of Foreign Exchange (40%). It was put into operation by July 2014 during President Xi Jinping’s visit to Brazil. It’s a private equity fund with investment focus on the Caribbean and Latin America Region. 7. BTG Pactual and Morgan Stanley acted as financial advisors to the selling shareholders, while Santander acted for CMPort.