European Infrastructure Finance Yearbook - Investing In Bonds ...

Termination events under the swap agreements
are limited to failure to pay, an event of default
and acceleration of the notes, insolvency, illegality,
and tax events.
There is no foreign-currency hedge, as the debt
breakdown between British pound sterling- and
euro-denominated loans aims to replicate the
revenue breakdown from the U.K. (in British
pounds sterling) and from the continent (in
euros). This creates foreign-currency risk if the
revenue breakdown diverges from the loans’
currency split.
Borrower call option agreement
The issuer entered into a borrower call option
agreement with the borrower hedge
counterparties. Under this agreement, the issuer
has an option to purchase a defaulting receivable
for sums due but unpaid by the borrowers under
their hedge agreements. The purpose is to allow
the issuer to keep the borrower hedges current
and therefore to avoid a termination of the
borrowers’ swaps.
The working capital facility
There is a provision for a € 75 million working
capital facility. The working capital facility ranks
pari passu to the securitized loan.
Additional debt
Obligors under the permanent facility, including
the borrowers and Eurotunnel Group, can incur
additional secured indebtedness from a third
party in connection with certain defined
circumstances, including: (a) any refinancing of all
or part of the existing facility; (b) a working
capital facility up to € 75 million; and (c) any tap
issues or new issues, subject to compliance with
rating and financial tests. The obligors can also
incur unsecured financial indebtedness subject to
certain caps, rating, and/or financial testing.
The intercreditor agreement limits the obligors’
ability to incur new secured or unsecured
indebtedness. If the principal amount outstanding
under the permanent facility is lower than 51% of
the aggregate principal amount of all financial
indebtedness of the group, no member of the
group can incur any additional debt unless the
facility agent, on behalf of the lenders under the
term loan agreement, is granted rights to control
51% of the vote.
STANDARD & POOR’S EUROPEAN INFRASTRUCTURE FINANCE YEARBOOK
TRANSPORTATION INFRASTRUCTURE
Tranche Amount Legal maturity
Inflation-linked loans
A1 £750.0 2042
A2 € 367.0 2041
Fixed-rate loans
Table 1 - Description Of The Structure
Of The Facility
B1 £400.0 2046
B2 € 367.0 2041
Floating-rate loans
C1 £350.0 2050
C2 € 953.0 2050
Loan Characteristics
Table 1 summarizes the structure of the facility
and details the different tranches. The tranches
are all pari passu obligations of the borrowers.
Interest on the loan
The rate of interest on the loan is the aggregate of
the following rate:
• From the issue date of the notes, a cash
margin of 1.39%;
• A rate equal to 2.097% for tranche A1;
• A rate equal to 2.587% for tranche A2;
• A rate equal to 5.241% for tranche B1;
• A rate equal to 4.792% for tranche B2;
• A rate equal to six-month LIBOR plus 2%
from June 20, 2012 for tranche C1;
• A rate equal to six-month EURIBOR plus
2% from June 20, 2012 for tranche C2; and
• Mandatory cost.
Redemption profile
The loans are payable according to a schedule,
and payments start as follows:
• Tranches A1 and A2 are paid in installments
starting on June 20, 2018, and ending on
June 20, 2042 and June 20, 2041
respectively;
• Tranches B1 and B2 are paid in installments
starting on June 20, 2013, and ending on
June 20, 2046 and June 20, 2041
respectively; and
• Tranches C1 and C2 are paid in installments
starting on June 20, 2046 and June 20, 2041
respectively, and ending on June 20, 2050.
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