Davis Polk advised Odebrecht Offshore Drilling Finance Limited, an indirect project finance subsidiary of Odebrecht Óleo e Gás S.A. (OOG), in connection with its US$1.69 billion offering of 6.75% senior secured notes due 2022, which were issued pursuant to Rule 144A and Regulation S under the Securities Act. The notes are guaranteed by the direct parent companies of the issuer, ODN I GmbH (ODN I) and Odebrecht Drilling Norbe Six GmbH (Norbe VI) and secured by all of the assets and revenues of ODN I and Norbe VI, which comprise two deepwater drillships (in the case of ODN I) and one deepwater semisubmersible drilling platform (in the case of Norbe VI). The notes are further secured by the revenues of OOG related to its operation of the drillships and the drilling platform. This project bond offering is the largest project bond issuance ever in Latin America.
The drillships and drilling platform are chartered to Brazil's state-owned oil company, Petróleo Brasileiro S.A. (Petrobras). The drillships are dynamically positioned DSME 10,000 models, which began operating in 2012 and are designed for drilling in ultra-deep water depths of up to 3,000 meters, with a total vertical drilling depth capacity of up to 12,000 meters. The drilling platform is a dynamically positioned SBM Gusto MSC TDS 2000 Plus semi-submersible drilling platform, which began operating in July 2011 and is designed for drilling in ultra-deep water depths of up to 2,400 meters, with a total vertical drilling depth capacity of up to 7,500 meters. The drillships and drilling platform are currently being used for drilling below the seabed off the coast of Brazil.
OOG is part of the Odebrecht Group, which has been active as a service provider for the oil and gas industry for nearly 60 years. OOG is a leading Brazilian oilfield services company focused on providing integrated solutions to its clients in the exploration, development and production of offshore oil and gas fields. Currently, OOG operates seven deepwater drillships or drilling rigs for Petrobras. OOG has also entered into partnerships with other private operators in Brazil and globally to build and operate five additional drilling rigs, to charter and operate a fleet of floating production, storage and offloading vessels and to install subsea pipelines.
The Davis Polk corporate team included Manuel Garciadiaz, Stephen Hood, Norberto E. Quintana, James Vickers, Drew Glover, Andrés Arnaldos, Gina Iungano, Yuli Wang and Debora A. Ayoub. Meyer C. Dworkin provided derivatives advice. Michael Farber and Anthony L. Oliva provided tax advice. Catherine L. Martin and Jake H. Wang provided 1940 Act advice. Inés Velasco and Richard A. Harrison were the legal assistants for the transaction. Members of the Davis Polk team are based in the New York and São Paulo offices.
