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Corredor Sur Trust OFFERING MEMORANDUM US$150,000,000 CORREDOR SUR TRUST 6.95% Notes due 2025 The Issuer, BG Trust, Inc., not in its individual capacity, but solely as trustee of the Corredor Sur Trust, formed under Law 1 of 1984 of the Republic of Panama, pursuant to an irrevocable trust agreement to be entered into with ICA Panama, S.A., as settlor and secondary beneficiary, will issue the notes. The Issuer will pay interest and principal on the notes on the 25th day of each May, August, November and February of each year, commencing on August 25, 2005 in the case of interest and on August 25, 2008 in the case of principal. The notes will mature on May 25, 2025. The Issuer may, at its option, redeem some or all of the notes at any time after the third anniversary of the date of issuance of the notes at the redemption prices described in this offering memorandum. The Issuer may also redeem the notes at any time in the event of certain tax law changes requiring payment of additional amounts as described in this offering memorandum. The notes will be senior secured obligations of the Issuer and will rank equally without any preference among themselves. The notes will be secured by a first priority lien on substantially all of the assets of the Issuer. The primary beneficiary under the trust agreement will be The Bank of New York, as trustee under the indenture governing the notes. Under an assignment agreement, ICA Panama, S.A. will assign to the Issuer certain of its rights, including its rights to receive tolls generated by the Corredor Sur toll road in Panama City under a concession granted by the Panamanian government, proceeds from certain ancillary service agreements, and certain payments from the Panamanian government, in each case as more fully described herein. The assets of the Issuer will consist of such assigned rights, as well as certain transaction accounts to be maintained in connection with the notes. Payments on the notes will be made by the Issuer solely from the assets of the Issuer, except as otherwise described herein. Investing in the notes involves risks that are described in the “Risk Factors” section beginning on page 32 of this offering memorandum. Per Note Total Price to investors(1) .................................... 100% US$150,000,000 Estimated expenses and fees .............................. 10.05% US$15,078,450 Estimated net proceeds to the Issuer ........................ 89.95% US$134,921,550 (1) Plus accrued interest from May 25, 2005, if settlement occurs after that date The notes have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any jurisdiction, except that the notes are in the process of registration in Panama, as described below. Unless they are registered in the United States, the notes may be offered only in transactions that are exempt from registration under the U.S. Securities Act of 1933, as amended, or the securities laws of any other applicable jurisdiction. Accordingly, we are offering the notes only to qualified institutional buyers and persons outside the United States. For further details about eligible offerees and resale restrictions under U.S. law, see “Notice to Investors.” The notes are expected to be ready for delivery in book-entry form on or about May 25, 2005. Beneficial interests in the Regulation S Global Note (as defined herein) may be held in Panama through Central Latinoamericana de Valores, S.A., which is a participant in Clearstream, Luxembourg. The listing and negotiation of the notes has been authorized by the Bolsa de Valores de Panamá, S.A. (Panama Stock Exchange). This authorization does not imply any recommendation or opinion regarding the notes or the Issuer. THESE NOTES HAVE BEEN AUTHORIZED FOR PUBLIC OFFERING IN PANAMA BY THE COMISIÓN NACIONAL DE VALORES OF PANAMA (THE PANAMANIAN NATIONAL SECURITIES COMMISSION). THIS AUTHORIZATION DOES NOT IMPLY A RECOMMENDATION ON THE PART OF COMISIÓN NACIONAL DE VALORES TO INVEST IN THE NOTES, NOR A FAVORABLE OR UNFAVORABLE OPINION REGARDING THE BUSINESS OF THE ISSUER. THE COMISIÓN NACIONAL DE VALORES SHALL NOT BE LIABLE FOR THE ACCURACY OR ADEQUACY OF THE INFORMATION IN THIS OFFERING MEMORANDUM OR THE REPRESENTATIONS CONTAINED IN THE REGISTRATION STATEMENT. Merrill Lynch & Co. The date of this offering memorandum is May 17, 2005. TABLE OF CONTENTS Summary........................................................................................................................................................................1 Risk Factors.................................................................................................................................................................32 Use of Proceeds ...........................................................................................................................................................40 Capitalization...............................................................................................................................................................41 Selected Financial Information of the Concessionaire ................................................................................................42 Management’s Discussion and Analysis of the Concessionaire’s Financial Condition and Results of Operations .....................................................................................................................................................43 The Corredor Sur.........................................................................................................................................................58 Management of the Concessionaire.............................................................................................................................70 Share Ownership of the Concessionaire ......................................................................................................................72 Certain Transactions with Related Parties ...................................................................................................................74 The Concession ...........................................................................................................................................................75 Description of Transaction Documents .......................................................................................................................83 Description of the Notes..............................................................................................................................................86 Taxation .....................................................................................................................................................................111 Certain ERISA Considerations..................................................................................................................................116 Notice to Investors.....................................................................................................................................................119 Plan of Distribution ...................................................................................................................................................123 Legal Matters.............................................................................................................................................................126 Independent Auditors ................................................................................................................................................126 Independent Traffic Consultant .................................................................................................................................126 Listing and General Information ...............................................................................................................................126 Trustee, Security Registrar, Paying Agent and Transfer Agent.................................................................................126 Clearinghouse in Panama ..........................................................................................................................................127 INDEX OF DEFINED TERMS ................................................................................................................................. I-1 INDEX TO FINANCIAL STATEMENTS ................................................................................................................ F-1 ANNEX A: SUMMARY OF DIFFERENCES BETWEEN IFRS AND U.S. GAAP................................................ A-1 ANNEX B: INDEPENDENT TRAFFIC STUDY ..................................................................................................... B-1 ANNEX C: CONCESSION CONTRACT (ENGLISH TRANSLATION)................................................................ C-1 ANNEX D: QUARTERLY AMORTIZATION AMOUNT ...................................................................................... D-1 __________________________ You should rely only on the information contained or incorporated by reference in this offering memoran- dum. The Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “initial purchaser” or “Merrill Lynch” ) have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Issuer and the initial purchaser are not making an offer to sell
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