On 19 April 2010, Telvent GIT, S.A. completed the placement of its first ever bond issue, a US$200m 5.50% senior subordinated convertible bond due 2015, with US qualified institutional buyers. The bonds are convertible, at the discretion of the bondholders, into ordinary shares of Telvent. The transaction is the first issue by a Spanish company of a US-style convertible instrument. Linklaters advised Telvent as to Spanish and US law.
Telvent is a global IT solutions and business information services provider, serving markets that include the energy, transportation, agricultural and environmental sectors. Telvent is listed solely on NASDAQ ("TLVT"), which is unique among Spanish companies and rare among non-US entities.
As a result of this innovative transaction, Telvent has been able to diversify its sources of financing and has strengthened its relationship with the US institutional investor community. Structuring and closing of this transaction coincided with Telvent’s refinancing of most of its bank debt in a single syndicated facility, to which the payment obligations under the convertible bonds are subordinated.
The bonds are governed by New York law and were offered and sold pursuant to Rule 144A under the U.S. Securities Act of 1933, although Spanish law applied to corporate approvals, subordination and to formalities such as registration with Madrid’s Mercantile Register.
Linklaters’ Madrid team was led by partners Conrado Tenaglia and Iñigo Berricano and also included Javier García Pita, María Cortizas, Jose María Palicio, Julia de Paula, Javier Zurita and José Manuel Serrano. Linklaters’ New York team was led by partner Jeff Cohen and also included Stephen Land, Jon Van Loo and Lucia Benabentos.
Linklaters capital markets partner in Madrid, Conrado Tenaglia, commented:
"This was a challenging transaction which required a multi-disciplinary and multi-jurisdictional approach considering the unusual set of circumstances presented by a Spanish listed company whose sole listing is in the United States. We are very pleased Telvent relied on our advice for implementing its first ever bond issue and that we were able to overcome a number of challenges arising from the interaction of the Spanish and United States perspectives."
For further information contact
Diego Recondo on +34 91 399 60 61 / diego.recondo@linklaters.com or
Sarah Peters +44 20 7456 2153 / sarah.peters@linklaters.com
