Yinson Production is pleased to announce the successful closing of USD 1,035 million 144A/Reg S non-recourse, senior secured notes issued by Yinson Boronia Production B.V. The issuer owns and operates the floating production, storage and offloading vessel FPSO Anna Nery for Petrobras under a 25-year contract in the Marlim field offshore Brazil. Yinson Production holds 75% and Sumitomo Corporation holds 25% of the shares in the issuer.

The notes are fully amortising with a maturity of 18.2 years and were priced at a fixed coupon of 8.947%, payable semi-annually starting on 31 July 2024. The proceeds of the notes are used to, among other uses, refinance the existing outstanding debt of FPSO Anna Nery maturing in 2026, unwind hedge arrangements, fund reserve accounts as applicable, pay for transaction related fees and expenses, and for distributions to Yinson Production and Sumitomo Corporation as shareholders of the Issuer. Moody’s and Fitch assigned the notes credit ratings of Ba1 and BB+, respectively, reflecting the strong credit profile of FPSO Anna Nery. Payment and settlement for the notes took place on 4 June 2024 and the notes will be listed on London Stock Exchange’s International Securities Market under Bloomberg ticker symbol YPANBR.

Citigroup and Santander acted as Global Coordinators for the offering. HSBC, ING, J.P. Morgan, and Natixis acted as Joint Bookrunners, whilst Mizuho, Ramirez & Co., Inc., Standard Chartered Bank and Bladex acted as Co-Managers. Norton Rose Fulbright and Latham & Watkins acted as New York law legal advisors to the issuer and the initial purchasers, respectively.

Commenting on the successful pricing of the notes, Markus Wenker, Chief Financial Officer of Yinson Production, said, “We are very pleased with the response from the capital markets to the notes issue, which was significantly oversubscribed. The successful notes issue is a testament of the strength of the underlying asset and of the investors’ confidence in Yinson Production as the best-in-class independent owner and operator of FPSOs. The refinancing of FPSO Anna Nery is another step in diversifying our funding base and optimising our capital structure to support further growth and drive long-term value for Yinson Production. At the same time, investors in the notes enjoy upside potential through the uncapped investment grade structure of the notes, whilst the strong credit fundamentals of FPSO Anna Nery provide downside protection.”

Sumitomo Corporations’s General Manager of Maritime Energy Solution Strategic Business Unit, Kazuki Yamaguchi, commented, “We are so excited by this significant project milestone achievement. As the JV partner, we would like to express our sincere appreciation to the project team and other partners for their dedication and hard work in accomplishing the milestone of the notes issue. This achievement will strengthen our confidence that our JV partnership with Yinson Production through the FPSO Anna Nery will strengthen the market potential for providing Brazil’s local economy and opportunities worldwide with such lease and operate asset service businesses, which contributes to the stability and security of the energy supply. Sumitomo Corporation is immensely proud to be part of this prestigious FPSO project with Yinson Production, which is a testament to our commitment to excellence and our strong partnership.”

All the notes have been sold to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act or any state or other jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.

This news release therefore is a closing announcement: all the securities have been sold. It shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor shall there be any offer, solicitation or sale of the notes or any other securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.