Oceanica Lux, a private limited liability company incorporated in Luxembourg and a wholly owned subsidiary of Oceânica Engenharia e Consultoria, launched a cash tender offer and consent solicitation for all of its 13.000% senior secured notes due in 2029.
Simultaneously, it issued US$650,000,000 in aggregate principal amount of 11.250% senior secured notes maturing in 2031. Both transactions were successfully completed.
The notes were offered to qualified institutional buyers in the United States under Rule 144A and to non-US persons under Regulation S. The offering comprised an initial issue and sale of US$625,000,000 and a further issue of US$25,000,000. The net proceeds were used in part to pay the cash consideration for the tender offer, and the remainder for general corporate purposes.
They are guaranteed by Oceânica Engenharia e Consultoria, as the Brazilian guarantor and parent company of the issuer, and by Oceanica Netherlands, as the Dutch guarantor. The guarantee comprises a first-priority lien on certain equipment, accounts receivable and credit rights, and vessels of Oceânica Engenharia e Consultoria and its subsidiaries.
The initial buyers – Goldman Sachs & Co. LLC, Itaú BBA USA Securities, Inc., Banco BTG Pactual SA – Cayman Branch, Santander US Capital Markets LLC, UBS Securities LLC, Banco Bradesco BBI SA and BCP Securities, Inc. – were advised by TozziniFreire Advogados in Brazil and Simpson Thacher & Bartlett LLP in the United States.
On the other hand, the emisor and guarantors were advised by Mattos Filho, Veiga Filho, Marrey Jr. and Quiroga Advogados, in Brazil; Davis Polk & Wardwell LLP, in United States; Loyens & Loeff Luxembourg S.à.rl, in Luxembourg; Loyens & Loeff NV, in Lower Countries; y Cains Advocates Limited, en Isla de Man.
Relevance of the operation
The transaction represents a milestone in Oceânica Engenharia e Consultoria’s access to international high-yield capital markets. The company, one of Brazil’s largest specialists in subsea intervention and contingency planning for the oil and gas industry, and a long-standing service provider to Petrobras, strengthens its financial profile with this issuance by extending maturities and reducing the cost of its debt by 175 basis points compared to the refinanced notes.
The operation is also notable for its structural complexity: it involves five jurisdictions – Brazil, the United States, Luxembourg, the Netherlands and the Isle of Man – seven initial buyers and seven advisory firms, and was executed in a period of approximately one month, a circumstance that the participants themselves pointed out as one of the main challenges of the transaction.
Legal Advisors
Advisors to the initial buyers
- TozziniFreire Advogados (Brazil): Partner Daniel Laudisio. Associates Bryan Nathan Klein, Marina Maia de Souza and Gabriel Rogenfisch Quintans. Passante João Guilherme Echeverria Peralta.
- Simpson Thacher & Bartlett LLP (United States): Paulo Fernando de Menezes Cardoso, Grenfel Calheiros, Raissa Fini, Douglas Ogata, Isabela Cruz Sanchez, Susan Uquillas, Taisa Sani and Barbara Orosco.
Issuer Advisors and Guarantors:
- Mattos Filho, Veiga Filho, Marrey Jr. and Quiroga Advogados (Brasil): Frederico Kerr Bullamah, Vanessa Fiusa, Mariana Collar and Laryssa Galvan.
- Davis Polk & Wardwell LLP (Estados Unidos): Manuel Garciadiaz, Matt Weaver and Nathalia Patrizzi.
- Loyens & Loeff Luxembourg S.à.rl (Luxembourg): Marine Kricq, Noémi Gémesi, Aline Nunes, Yasmeen Rahli y Mounir Kartit.
- Loyens & Loeff NV (Countries Bajos): Martijn Schoonewille, Michelle Broere, Jules Medema y Jerome Jacques.
- Cains Advocates Limited (Isla de Man): Steven Quayle, Jess Whitley and Rhys Westwell.
