JSC Gazprom neft in $1.5 Billion Regulation S/144A Debt Offering

November 27, 2013

Cleary Gottlieb acted as Russian, English and U.S. counsel to JSC Gazprom neft in connection with a Rule 144A/Regulation S offering of $1.5 billion 6.00% loan participation notes due 2023, the third drawdown under its $10 billion MTN programme. The offering closed on November 27.

The notes, listed on the Irish Stock Exchange, were issued by GPN Capital S.A., a Luxembourg orphan vehicle, to finance loans to JSC Gazprom neft. The Base Prospectus and Base Prospectus Supplement prepared in connection with the offering were approved by the Central Bank of Ireland on September 11, 2013 and November 18, 2013, respectively. Credit Agricole, J.P. Morgan, Gazprombank and Merrill Lynch International acted as joint lead managers for the offering, together with Mizuho International as co-manager.

Cleary Gottlieb represented JSC Gazprom neft in the establishment of its MTN programme in August 2012, and in the first two drawdowns under the programme: the August 2012 offering under Rule 144A/Regulation S of $1.5 billion 4.375% loan participation notes due 2022 and the April 2013 offering under Regulation S of €750 million 2.933% loan participation notes due 2018.

JSC Gazprom neft is Russia’s fifth largest producer of oil and third largest refiner of oil and oil products, with 2012 revenues of RUB 1,230 billion.