Deal Description

GCSC assisted Nordex SE and its Mexican subsidiary Nordex Energy México, S. de R.L. de C.V., in connection with the amendment and restatement of Nordex SE’s EUR€1,238,750,000 ESG-linked multicurrency bank guarantee facility agreement (the “ESG Facility Agreement”).

The ESG Facility Agreement was amended and restated to, among other matters, (i) increase the amount of the credit facility in an amount of EUR€171,250,000, for a total current amount of EUR€1,410,000,000, (ii) extend the termination date, and (iii) amend certain general covenants and undertakings under the credit facility.

The parties to the ESG Facility Agreement are Nordex SE, as borrower; certain of Nordex SE’s global subsidiaries as guarantors; Commerzbank Finance & Covered Bond S.A., as agent; BNP Paribas S.A. Niederlassung Deutschland, Commerzbank Aktiengesellschaft, HSBC Trinkaus & Burkhardt AG, Intesa Sanpaolo S.p.A. Frankfurt Branch and UniCredit Bank AG as mandated lead arrangers; and Banca IMI S.p.A., London Branch, BNP Paribas S.A. Niederlassung Deutschland, Commerzbank Aktiengesellschaft, HSBC Trinkaus & Burkhardt AG and UniCredit Bank AG, as bookrunners.

GCSC acted as Mexican counsel in connection with the transaction. The lead international counsel for Nordex SE was Freshfields Bruckhaus Deringer LLP, through its Frankfurt office.

Innovation & Additional Comments

The transaction involves a very large credit facility guaranteed by subsidiaries of Nordex worldwide, including the following jurisdictions: Argentina, Australia, Brazil, Chile, Finland, France, Germany, Mexico, The Netherlands, Singapore, South Africa, Spain, Sweden, Turkey, the UK, Uruguay and the USA.

The credit facility contains ESG components and therefore fits into the sustainable financing structure of the Nordex Group. An ESG facility is linked to environmental, social and governance criteria. As a manufacturer of innovative wind turbines that enable highly efficient, environmentally friendly electricity generation, sustainability is at the very core of Nordex’s business model. Under Nordex’s sustainability slogan ‘Use wind intelligently – live sustainability’, Nordex is continuously working towards ever more efficient and sustainable electricity generation, and to anchor sustainability in all of Nordex’s business areas.

This transaction was concluded as part of a comprehensive transaction involving a EUR€586,200,000 capital increase by Nordex SE and the prepayment of a EUR€350,000,000 Covid-19 related syndicated revolving credit facility (“RCF”). For further details please see:
http://ir.nordex-online.com/websites/Nordex/English/4500/news-details.html?newsID=2143332

GCSC also assisted Nordex and its Mexican subsidiary in connection with the closing of the RCF in 2020, as well as the original ESG Facility Agreement. The RCF was arranged in 2020 to protect the company against the negative effects and uncertainties caused by the SARS-CoV-2 pandemic and was structured within the framework of the German federal government’s loan guarantee program.

Jurisdiction

Germany (governing law of the ESG Facility Agreement) as well as the laws of the several jurisdictions previously indicated.

Deal Value

EUR€1,410,000,000

Deal Duration, Date of Closing / Signing

August 11, 2021

Practice Area

  • Energy
  • Infrastructure and Project Finance
  • Corporate Finance

Gonzalez Calvillo’s team

  • Enrique González Calvillo (parnter)
  • Antonio De Lisi Martínez (counsel)
  • Pedro W. Buchanan García (associate)

Other Firms Involved

Nordex lead international counsel:

  • Freshfields Bruckhaus Deringer LLP (Frankfurt office)

Banks’ lead international counsel:

  • Milbank LLP (Frankfurt office)

Banks’ Mexican counsel:

  • Creel, García-Cuéllar, Aiza y Enríquez, S.C.

Nordex’s counsel in other jurisdictions:

  • Argentina: Marval O’Farrel Mairal
  • Australia: Norton Rose Fullbright
  • Brazil: Mattos Filho, Veiga Filho, Marrey Jr. E Quiroga Advogados
  • Chile: Larrain y Asociados Abogados
  • Finland: Krogerus Attorneys Ltd
  • France: Norton Rose Fullbright
  • Netherlands: Norton Rose Fullbright
  • Singapore: Norton Rose Fullbright
  • South Africa: Norton Rose Fullbright
  • Uruguay: Ferrere Abogados
  • USA: Norton Rose Fullbright

Banks’ counsel in other jurisdictions:

  • Argentina: Allende & Brea
  • France: Clifford Chance
  • Netherlands: Clifford Chance
  • Singapore: Clifford Chance
  • Spain: Clifford Chance
  • Sweden: Cederquist Advokatfirman KB
  • Turkey: Ciftci Law Firm
  • UK: Milbank
  • Uruguay: Guyer & Regules
  • USA: Clifford Chance

Press Coverage (links)

http://ir.nordex-online.com/websites/Nordex/English/4500/news-details.html?newsID=2143332