Deutsche Bank in Acquisition Financing for Brazilian Oil and Gas Reserves

Cleary Gottlieb represented Deutsche Bank AG as a lender in financing Brasoil do Brasil Exploração Petrolífera S.A.’s acquisition of four Brazilian oil and gas reserves from Queiroz Galvão Óleo e Gás S.A. and its affiliate, BS-3 S.A. Definitive documents were signed on April 2, 2007. The deal closed on December 27, 2007 after receiving the approval of the National Petroleum Agency of Brazil.

The acquisition financing consisted of a $100 million senior secured term loan facility provided by Deutsche Bank and approximately $82 million in equity contributions made by investors led by Goldman, Sachs & Co., Inc. Deutsche Bank previously issued a standby letter of credit securing the payment of the purchase price upon the closing of the deal. Brasoil secured both the loan facility and the standby letter of credit with an all assets pledge that includes all receivables under offtake agreements with Petróleo Brasileiro S.A. – Petrobras for the sale of petroleum extracted from the reserves.