DEALS OF THE YEARCommenting on the tenor of the transaction, Eric Allain des Beauvais, director forthe defence sector in the export finance department at SG, says: “By committing to lendsuch a large amount over such a tenor, SG CIB and its banking partners have showntheir full support to a very significant exporter: Eurocopter. They have alsodemonstrated their trust in Brazil’s sovereign risk quality, and in Brazil’s industrialdevelopment capacity.”Regarding the overall supply contract, Laurent Eurin, director of export finance –Brazil at SG CIB, says: “Out of Brazil, we can consider that this contract and all it entailsis a win-win scenario. France brings support to its aircraft industry and helps secure oneof the biggest helicopter orders ever placed. Nurturing a true production partnershipwith France, Brazil expands the export capacity of its aviation industry by aiding theassembly of helicopter components such as engines and electrical systems. As themandated lead arranger and agent of this transaction, we are particularly proud to havecontributed to the success of the operation.”As far as the exporter is concerned, Jean-Michel Cerf, vice president at customer,project and structured finance of EADS-Eurocopter, comments: “This long termfinancing has been possible thanks to an outstanding support of the French authoritiesand Coface since the beginning of the project, the steady involvement of the banksdespite the crisis, and the skill of the Brazilian and French negotiators.”Another major aspect which shines through in this transaction is how the Frenchbanks, who compete vigorously against each other in most arenas, managed to worktogether completely efficiently on this transaction and its complex arrangement ofpayments.Commenting on the deal at BNPP, Florence Favier, head of export financeAmericas, says: “The strong commitment of ECA core banks allowed Eurocopter toclose this deal. Indeed, at the time of the tender bid in Brazil, there was very littlecapacity available for this long term deal with an eight-year execution period because ofliquidity constraints.” She adds: “This deal reinforces the Eurocopter footprint in LatinAmerica, while extending the capacities of its existing subsidiary in Brazil and givingadditional references for its other clients in the region. An import part of the workinvolved will be performed in Brazil.” ■38 TRADE FINANCE The Guide to Global <strong>Trade</strong> <strong>Finance</strong> Markets 2011
DEALS OF THE YEARRobust structure for Brazil marketNorbe VIII & IX – ECA-backed financingInitial MLAs: BNP Paribas; Santander; Société Générale. Additional MLAs: Calyon; Banco do Brasil; Banco EsperitoSanto; HSBC; Caixa Geral de Depositos; NIBC; ING; WestLB; CIC. GIEK lender: Eksportfinans. Borrower: OdebrechtDrilling Norbe VIII & Odebrecht Drilling Norbe IX. Amounts: $1.344 billion (total), $770 million (commercial loan),$274 million (Eksportfinans guaranteed by GIEK), $165 million (Kexim direct loan), and $135 million (Keximguaranteed loan). Tenor: 12-years (ECA debt) and 10-years (commercial debt). ECAs: GIEK; Kexim; Eksportfinans.Operator: Odebrecht Oleo e Gas. Charterer: Petrobras. Equipment suppliers: Daewoo Shipbuilding; MaritimeEngineering and Aker MH AS.The Brazilian offshore sector was particularly busy in 2009, but the Norbe VIII and IXproject was not only the largest deal, but also the best structured and most keenlypriced. The Project consists of the financing of the construction of two dynamicallypositioned drilling ships equipped to operate in water depths of up to 10,000 feet. Twospecial purpose companies, Norbe VIII and Norbe IX, were established to raisefinancing, build, own and charter the drilling ships. Once completed, the drilling shipswill be chartered to Petrobras under ten-year contracts. The charter agreements can beextended for an additional ten year period, subject to price negotiation.Brazil’s Odebrecht Oleo e Gas (OOG) will operate the drilling ships in waters off thecoast of Brazil. Two service agreements, one for each drilling ship, have also been signedwith Petrobras. Service payments from Petrobras to OOG will be made onshore inBrazilian reals, while charter payments from Petrobras will be made to Norbe VIII andNorbe IX offshore in US dollars. The drilling ships are being engineered and built byDaewoo Shipbuilding and Maritime Engineering (DSME) in South Korea underturnkey, fixed-price, date-certain, lumpsum engineering, procuring, and constructioncontracts.A 12-bank strong commercial loan is complemented by the support of two of themost experienced drillship financing ECAs – Norway’s GIEK and Korea’s Kexim. Therobust structure and record of the borrower, ECAs and lead banks led to anoutstandingly successful syndication and an oversubscription at a difficult time for themarkets.The winning financing structure totals $1.344 billion and includes a bank term loanfacility in the amount of $770 million and facilities covered or funded by Kexim andGIEK totalling $574 million (split $300 million and $274 million respectively). Untilthe delivery of the drilling ships by the shipyard, the project will benefit from refundguarantees issued by Kexim. The tenor under the ECA tranches is 2+10 years while it is2+8 years under the commercial loans. The balloon is 30% of the commercial trancheamount, with a cash retention mechanism and DSRA (debt service reserve account)reducing the balloon to 12%.The interest rate is hedged through a market fixed rate, except for the GIEK facilitywith a fixed commercial interest reference rate granted by Norweigen agencyEksportfinans. The financing is structured on a limited recourse basis, with DSCRrelated(debt service coverage ratio) covenants and dividend lock-ups, a cash retentionmechanism, a debt service reserve as well as service reserve account.Security is granted to lenders, ECAs and hedge providers on a pari passu basis. Thesecurity package includes assignment of the EPC, charter and service agreements and ofTRADE FINANCE The Guide to Global <strong>Trade</strong> <strong>Finance</strong> Markets 2011 39