Few projects illustrate the scale, ambition, and innovation of Brazil’s infrastructure financing market quite like the R$10.75 billion ($1.95 billion) package that underpins the RioSP toll road concession. Stretching 626km, the network links Brazil’s busiest port in Santos with Rio de Janeiro, passing through São Paulo, the country’s largest metropolis and economic powerhouse. It is a project that not only connects Brazil’s two richest states but also carries as much as half of national GDP along its lanes.
The RioSP concession, awarded in 2021, commits sponsors to invest roughly R$16 billion ($2.9 billion) over three decades to expand and modernize the country’s busiest road corridor. Works include the duplication of mountain stretches such as the notoriously congested Serra das Araras, upgrades to more than 600 kilometers of lanes, the adoption of free-flow tolling systems, and the expansion of coastal roads popular with both tourists and commercial freight operators. At peak, the construction program is expected to create more than 40,000 jobs.
“This was a groundbreaking deal as it blends BNDES financing and capital markets,” says Eduardo Camargo, CEO of Motiva Rodovias, the sponsor formerly known as CCR. “This way, it is much easier for financing providers to take on the risk. Regulatory agencies have evolved a lot in this context.”
The financing that earned Motiva the Road Financing of the Year award is the largest ever closed in Brazil’s highway sector. Structured as a non-recourse project financing, it raised R$9.4 billion in incentivized debentures—fully underwritten by BNDES—and an additional R$1.34 billion loan from the development bank. The debenture issuance set a record in Brazil’s capital markets and featured an innovative structure with eight separate tranches disbursed over seven years, matching the project’s 10-year capex schedule and minimizing negative carry.
The RioSP financing is not just a landmark in size, but in design: a blueprint for how Brazil can fund the next generation of infrastructure while advancing sustainability and investor confidence.
One highlight was the R$500 million tranche labeled as a green transition bond—the first ever issued by a highway concessionaire in Brazil. Certified by a second-party opinion, the tranche supports investments in recycled asphalt, intelligent LED lighting, and circular economy practices. It also includes a step-down feature: the interest rate is reduced once Motiva demonstrates sustainable investments have been made.
“The result was an almost pure project finance deal, with very limited guarantees to cover eventual CAPEX overruns,” Camargo says. “It is something that the market has been looking for, a financing structure that does not weigh on the company’s balance sheet.”
To address construction and performance risks, lenders secured an Equity Support Agreement (ESA). Shareholders committed to provide equity injections if EBITDA underperforms through 2029 or if delays and cost overruns occur. That obligation extends until 2031, backed by bank guarantees totaling more than R$3.3 billion from institutions including Bradesco, Itaú, and Santander.
Camargo stresses that the concession’s contract itself reduces risks for all stakeholders. Clauses allow for financial rebalancing if traffic forecasts fall short or if regulatory shifts occur. “By doing that, it mitigates the risk of interruption of construction works, a problem faced by many infrastructure projects in Brazil,” he notes.
Another safeguard is the extensive monitoring regime: a specialized project company delivers semi-annual reports to BNDES to verify investment progress and compliance with contractual obligations. Meanwhile, an intricate escrow system channels all concession revenues through over a dozen regulated accounts dedicated to debt service, operations, and reserve funds.
For Camargo, the transaction marks a turning point for Brazil’s infrastructure sector. “The long tenor of the debentures eliminates the necessity for the concession to incur in further indebtedness in the future,” he says. Motiva has already replicated aspects of the structure in financing airport concessions.
The innovation arrives as Brazil prepares for a wave of new tenders. More than a dozen highway concessions are expected in the coming years, with 11 different players already having won bids recently. The RioSP model—combining long-dated domestic bonds, BNDES support, ESG innovation, and contractual risk-sharing—could set the benchmark.
“Looking forward, we see a robust pipeline, and we are very motivated,” Camargo adds. “With such a perspective, it is possible to invest in the development of the business.”
Road Financing of the Year
Rio-São Paulo Highway
R$10.75bn project financing: R$ 1.34bn loan; R$9.46 billlion debenture
Sponsors: Motiva Infraestrutura de Mobilidade S.A.; Concessionaria do Sistema Rodoviário Rio São Paulo S.A.
Coordinator & Lender: BNDES
Financial Advisors: Itaú BBA; Santander Brasil
BNDES’ Counsel: Machado Meyer
Sponsor’s Counsel: Tauil & Chequer (in association with Mayer Brown)
All supporting financial institutions and law firms were transmitted to LatinFinance by the award category winners. For updates please email awards@latinfinance.com