Arias, Fábrega & Fábrega  represented (a) Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc. and Deutsche Bank Trust Company Americas and (b) Offshore Drilling Holding S.A., Rubicon Drilling Services-Alguer de Equipamentos Tecnológicos, Unipessoal, LDA (Zona Franca da Madeira) and Utiledulci-Comércio Internacional e Servico, Sociedade Unipessoal LDA (Zona Franca da Madeira) in connection with the issuance and sale of US$950 million aggregate principal amount of Offshore Drilling Holding S.A. 8.375% senior secured notes due 2020, to repay certain existing credit facilities in connection with the financing of the column stabilized drilling units Centenario GR and Bicentenario, secured by, among other security, naval mortgages of first priority over these drilling units.

The Platforms were originally covered under certain mortgages securing two (2) credit agreements and one (1) notes issuance under an indenture. The new financing structure involved notes issuance under an indenture, pursuant to which the two (2) credit agreements and the previous notes would be paid off and the security package released. 

The firm acted as the only Panamanian counsel to all the parties involved in the transaction, including the previous lenders and notes trustee, the new notes trustee and collateral agent and the owners of the Platforms.  In order to provide for a smooth closing, the parties empowered ARIFA to execute the Panama law documentation on their behalf.  Hence, our lawyers had to verify the corporate authorizations under New York and Portuguese law.  On closing day, our legal team managed to complete the preliminary registration of the Panama law documentation at the Public Registry of Titles and Encumbrances of Vessels of the Panama Maritime Authority, which was a condition under the indenture. The firm also took care of the definitive registrations accordingly.