US$340 million Oro Negro secured bond agreements

Arias, Fábrega & Fábrega represented Norsktillitsmann ASA ("NT") in connection with:

  1. a Senior Secured Bond Agreement dated 26 October 2012 entered into between Oro Negro Drilling Pte. Ltd., as issuer and NT as bond trustee and security agent providing for the issuance of senior secured bonds in the maximum aggregate amount of US$280,000,000; and
  2. a Junior Secured Bond Agreement dated 26 October 2012, entered into between the Issuer and NT bond trustee and security agent, providing for the issuance of junior secured bonds in the maximum aggregate amount of US$60,000,000. The financing involved the acquisition by Oro Negro subsidiaries for four drilling units, one already delivered (Primus) and the second one attended to in the course of 2013 (Laurus).

It involved thorough planning at the financing structural level. This transaction, during its first delivery, was awarded by Marine Money Offshore Magazine as "2012 Private Equity Deal of the Year", and a recognition was issued to ARIFA for its participation as Panamanian counsel in Oro Negro's raising US$245 million in capital commitments to pursue oil & gas opportunities in Mexico. Our roll was on the financing side but also overviewing the deliveries, vis a vis the rules for special registration of vessels and mortgages, while under construction and assessing relevant issues of property transfer and reviewing the shipbuilding agreement. It is relevant to mention that originally Oro Negro had appointed another Panamanian law firm, but after the first delivery they decided to use ARIFA for the second delivery and for the subsequent two deliveries currently pending to occur. Offices of Wikborg Rein in London and Singapore, Vantage Drilling- Singapore and Ince & Co., participated in the closing arrangements.

Furthermore, a refinancing is being put in place expected to occur within this year, and ARIFA has also been added on new financing group having White & Case as lead counsel. The new financing involves a number of issues, including the amendment and restatement of an existing guarantee trust and transfer in ownership in the vessels to the trustee, which have raised certain issues at to the viability from a Panamanian standpoint and in respect to certain bareboat chartering structure, still to be determined.