Simpson Thacher represented Goldman Sachs & Co. LLC, Itau BBA USA Securities Inc., Banco BTG Pactual S.A. – Cayman Branch, Santander US Capital Markets LLC, UBS Securities LLC, Banco Bradesco BBI S.A. and BCP Securities, Inc., as dealer managers and initial purchasers, as applicable, in connection with the successful tender offer for cash and consent solicitation related to Oceanica Lux’s (the “Issuer”) 13.000% Senior Secured Notes due 2029 (the “Tender Offer and Consent Solicitation”) and concurrent offering of US$650,000,000 in aggregate principal amount of the Issuer’s 11.250% Senior Secured Notes due 2031 (the “New Notes”). The offering of New Notes was guaranteed by the Issuer’s parent, Oceânica Engenharia e Consultoria S.A. (“Oceanica”), as well as by its subsidiary Oceânica Netherlands B.V.
The New Notes will be secured by a first-priority security interest on the collateral that consists of (i) certain equipment owned by Oceanica and its subsidiaries, (ii) certain receivables and credit rights of Oceanica and its subsidiaries and (iii) certain vessels owned by Oceanica and its subsidiaries.
The New Notes were offered to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S. Oceanica partially used the net proceeds from the offering of New Notes to pay the cash consideration of the Tender Offer and Consent Solicitation and intends to use the remaining net proceeds for general corporate purposes.
Oceanica is one of the largest Brazilian companies specializing in contingency and subsea intervention for the oil and gas industry.
The Simpson Thacher team includes Paulo F. Cardoso, Grenfel S. Calheiros, Raissa Fini, Susan Uquillas Mosquera and Isabela Cruz Sanchez (Capital Markets – São Paulo); and Jonathan E. Cantor (Tax – New York).