Milbank Advises Underwriters in US$5B Offering of Bonds and Sukuk Certificates by Leading Malaysia Oil & Gas Company PETRONAS

In a milestone capital markets transaction in Southeast Asia, a Singapore and London-based team from Milbank, Tweed, Hadley & McCloy advised the dealers and underwriters on the establishment of a US$15 billion Global Medium Term Notes program and a US$5 billion offering of bonds and sukuk certificates by Malaysia’s state-owned oil and gas company, PETRONAS. Milbank’s role in the transaction included advising on the structure and documentation relating to the sukuk certificates. The transaction was the largest G3 issuance – denominated in dollars, yen and euros – by a Southeast Asian company.

The dealers and underwriters that the Milbank deal team advised were BofA Merrill Lynch, CIMB, Citigroup, J.P. Morgan, Morgan Stanley, Deutsche Bank, HSBC, Maybank and MUFG.

The 144A/Reg S offering closed on March 18, 2015.

PETRONAS, a leading multinational oil and gas company with operations in over 65 countries, is wholly – owned by the Government of Malaysia. PETRONAS is a fully diversified oil and gas company with operations in exploration, refining, marketing, and distribution of petroleum products. According to the 2014 Global 500 list published by Fortune magazine, PETRONAS ranked 69th by revenue (the highest of all companies in Southeast Asia) and 22nd in terms of profitability.

The company’s four-tranche offering includes a sukuk, or Islamic bond, of US$1.25 billion in Trust Certificates due 2020. The conventional tranches are US$750 million in 3.125% Guaranteed Notes due 2022; US$1.5 billion 3.5% Guaranteed Notes due 2025; and US$1.5 billion 4.5% Guaranteed Notes due 2045, which were issued pursuant to PETRONAS’ newly established US$15 billion Global Medium Term Note program.

Ms. Ishikawa said, “We are pleased to have represented a group of global banks in such a significant transaction for PETRONAS. Milbank continues to play a lead role in important capital markets deals coming out of Southeast Asia, and we’re delighted in our position as one of the leading legal advisors operating in the region.”

Mr. Dewar added “We’re honored to have helped structure this important transaction for PETRONAS. This transaction highlights the significant depth of Milbank’s leading Islamic Finance practice.”

In addition to Ms. Ishikawa and Mr. Dewar, who heads the firm’s Islamic Finance practice, Milbank lawyers who worked on the transaction included Singapore special counsel Adrian Yeo, Singapore associates, Leroy Langeveld and April Doxey and London associate Munib Hussain.