Q1.6 - 2. Back-to-back funding mechanics : Could you provide more detail on the exact nature of the funding from the issuer to the Costa Rican entities (loan, shareholder loan, secured intercompany facility), and how repayment priority is contractually ensured vis-à-vis any other liabilities at project level? - FAQ
2. Back-to-back funding mechanics : Could you provide more detail on the exact nature of the funding from the issuer to the Costa Rican entities (loan, shareholder loan, secured intercompany facility), and how repayment priority is contractually ensured vis-à-vis any other liabilities at project level?
Project Overview
17/03/2026
The funding from the Luxembourg issuer to the Costa Rican structure will be implemented through a secured intercompany facility, structured on a back-to-back basis with the bond issuance.
More specifically:
- The issuer (through the relevant compartment) will advance funds to the Costa Rican SPV under a formal loan agreement;
- The Costa Rican SPV will on-lend the proceeds to the operating project entity (PBZ Finca Uno Limitada) under a mirroring facility;
- The intercompany loan terms (principal, interest, maturity profile) will be aligned with the bond terms to ensure cash flow consistency.
Security & Priority
Repayment priority is contractually ensured through the following mechanisms:
- The intercompany facility will be documented as senior secured debt at project level;
- The Costa Rican SPV will benefit from:
- - First-ranking mortgages over designated land parcels;
- - Assignment of receivables and sale proceeds;
- - Control over designated collection accounts;
- No other financial indebtedness will rank senior to, or pari passu with, the intercompany facility without prior structural alignment;
- The project entity may incur additional financial indebtedness, including bank financing, provided that such indebtedness remains within predefined leverage limits and does not materially prejudice the repayment capacity of the bond structure or the position of bondholders.
As a result, the bondholders’ position at Luxembourg level mirrors the secured position at project level, ensuring contractual and economic alignment of repayment flows.