Several firms act on the acquisition of Potiguar Complex

Mattos Filho advised 3R Petroleum Óleo e Gás and its subsidiaries in the negotiation, with local and offshore financing required for the acquisition of the Potiguar Complex, an upstream asset (oil and gas producing fields) and mid & downstream (private use terminal, refinery and tank park), located in the Potiguar Basin, in the State of Rio Grande do Norte and previously owned and operated by Petróleo Brasileiro – Petrobras, one of the main assets of Petrobras’ divestment program.

Mattos Filho advised 3R And its subsidiaries in the execution of a US$ 500 million credit and guarantee agreement with 3R Lux led by Morgan Stanley, which was advised by BMA.

BMA also advised an syndicate of financial institutions, as lenders: Banco do Brasil SA; Citibank N/A; Deutsche Bank AG; HSBC México, S.A.; Itau BBA International plc; and Banco Santander (Brasil).

TMF Group acted as administrative and collateral agent.

The credit agreement will be guaranteed by 3R’s and certain subsidiaries of 3R and will share security with the local private debentures over certain receivables and accounts, shares, and concessions emerging rights of certain subsidiaries of the company.

The transaction involved several regulated assets and rights, and the loan proceeds were used for funding the acquisition of the Potiguar Cluster, one of the most relevant assets divested by Petrobras over the last years, which is expected to represent a substantial increase in the productive capacity of 3R Petroleum.

Mattos Filho Advogados relied on partner Giovani Loss, Frederico Kerr Bullamah and Pablo Sorj. Lawyers Antonio Oliveira, Amanda Muniz, Bryan Nathan Klein.

BMA Advogados relied on partners Camila Goldberg and Carlos Frederico Bingemer; associates Gabriel Bürgel, Henrique Pimenta, Juliana Turini, Carolina Goldgrob, Julia Calgaro Moreira and Leticia Boisson.

Simpson Thacher as NY counsel to the Lenders and relied on Grenfel Calheiros, Paulo Cardoso, Jomar Vargas, Raissa Fini, Susan Uquillas and Julia Pinheiro (Credit).
Milbank as NY counsel to the Borrower
DLA Piper as Luxembourg counsel to the Borrower
Holland & Knight as international counsel to TMF Group (Administrative/Collateral Agent)
Pinheiro Guimarães as local counsel to TMF Group (Administrative/Collateral Agent)