Milbank LLP advised a syndicate of banks led by J.P. Morgan in the largest 144A Project Bond offering in Brazil’s history, sponsored by Mubadala Capital, which is acquiring the Refinaria Landulpho Alves (RLAM) from Petrobras. The offering of $1.8 billion, 7.250% Senior Secured Notes due 2031 will be used to fund an export prepayment facility. RLAM is the second largest refinery cluster in Brazil under Petrobras’ divestment program.
Mubadala Capital is the asset management subsidiary of Mubadala Investment Company. In addition to managing its own balance sheet investments, Mubadala Capital manages approximately $9 billion of third-party capital on behalf of institutional investors in four of its businesses, including a fund in Brazil focused on special situations, three private equity funds, two early-stage venture funds and a public fund. Mubadala Capital has over 115 professionals globally in five offices, including Abu Dhabi, New York, London, Rio de Janeiro and San Francisco.
The Milbank team was led by partners Tobias Stirnberg, Carlos Albarracín, Carolina Walther-Meade, Matthew Hagopian and Dan Bartfeld with support from attorneys Jeffrey Susskind, Ana Bueno, Kilian de Cintré, Arthur Dalmarco, Mateus Costa-Ribeiro, Laura Verlangieri and Victoria Xie.
Mr. Stirnberg noted, “We are honored to have supported the syndicate of banks and Mubadala Capital on this first of its kind transaction, as they continue to diversify their investments in Brazil. This was the first time a material asset sold in the Petrobras divestment program is being financed in the international bond markets, which could lead the path for other transactions to follow and benefit from favorable international bond market conditions.”
Mr. Bartfeld added, “This landmark financing is another example of the extremely strong 144A Project Bond market. Mubadala Capital and J.P. Morgan were able to structure a financing which appealed to a broad range of investors and highlights the strong cross-border investment thesis into Brazil. We are thrilled to have worked with J.P. Morgan and Mubadala Capital on this largest project bond in Brazil’s history and look forward to working with them as they continue to take on notable and original projects.”
Milbank continues to have the lead legal role in many of the most significant Latin American power, energy and infrastructure matters and regularly advises clients on a wide range of securities, financing and acquisition matters. The firm has recently closed a number of 144A project bonds in Latin America, including the Rule 144A Green Project Bond offering by Inversiones Latin America Power (LAP), the 144A Social Project Bond for Puerta de Hierro Toll Road in Colombia, the 144A Project Bond for Tierra Mojada in Mexico, the 144A Project Bond for InterEnergy in Panama, the $1.76 billion bank/bond financing by EnfraGen and the $850 million 144A Project Bond offering by Guara Norte S.à r.l.
