Latham Advises on US$1.035 Billion Senior Secured Notes Issuance by Yinson Boronia Production B.V. to Refinance the FPSO Anna Nery

A multi-disciplinary team led by members of the firm’s Latin America practice advised Citibank and Santander as global coordinators, HSBC, ING, JP Morgan, and Natixis as joint bookrunners, and Bladex (NY branch), Mizuho, Ramirez & Co., and Standard Chartered as co-managers, on Yinson Boronia Production B.V.’s 144A/Reg S offering of its US$1.035 billion 8.947% Senior Secured Notes Due 2042 (the Notes). The firm also advised Citibank, Bladex (NY branch), and ING (Singapore branch) as issuing banks and lenders under a letter of credit facility to fund reserve accounts in connection with the notes financing. This was the first FPSO project bond in Latin America with a letter of credit facility to fund the reserve accounts where the issuer was also the borrower under the credit facility.

Yinson Boronia Production B.V. is a special purpose vehicle organized under the laws of the Netherlands and owned by Yinson Production Offshore Pte Ltd and Sumitomo Corporation. A portion of the proceeds of the notes were applied to refinance an existing facility to build the floating production, storage, and offloading (FPSO) vessel “Anna Nery.” The vessel is a purpose-built piece of infrastructure designed specifically for the Marlim field over a multi-year engineering and construction process, and currently operates under a charter agreement with Petrobras. The refinancing closed one year after the FPSO started operating under the charter agreement.

The Notes were listed on the International Securities Market of the London Stock Exchange plc, and were rated BB+ by Fitch and Ba1 by Moody’s.

The transaction involved the combined work of numerous parties and law firms across multiple jurisdictions, including the United States, Brazil, the Netherlands, Bahamas, England, and Singapore.

The Latham team was led by New York corporate partner Gianluca Bacchiocchi, with associates Giancarlo Reanda, Yu Won (Anny) Yang, and Rob Thompson. London associates Sam Burleton and Daniel Chen advised on English law matters. New York partner Elena Romanova, with associate Shangpu (Nicholas) Sun advised on tax matters. Associate Ming Wei Loo advised on Singapore law matters.