EIG acquires Ocyan for USD 390 million

Washington D.C. and Rio de Janeiro, December 28, 2023 – EIG, a leading institutional investor in the energy and infrastructure sectors worldwide, announced on Thursday (December 28) that it has entered into definitive agreements with Novonor S.A. (Novonor) and the National Development Bank (BNDES) to acquire Ocyan Participações S.A. (Ocyan), a Brazilian supplier of solutions for the offshore oil and gas industry, for a total amount of USD 390 million, considering USD 283 million for the 100% stake in Novonor and the remaining amount for the settlement of the outstanding balance of non-voting securities related to the company. The proceeds of the transaction relating to Novonor’s shareholding will be paid directly to BNDESPAR in accordance with the fiduciary agreement previously entered into by these parties, in order to settle a portion of Novonor’s debt.

Ocyan has a 23-year track record of providing high-quality maintenance solutions to the offshore oil and gas sector, including the operation of subsea decommissioning and construction projects. The only Brazilian operator in the floating production storage and offloading (FPSO) industry, Ocyan currently operates four offshore units through a 50/50 joint venture with Altera Infrastructure, while maintaining long-term contracts with Libra Consortium, Karoon Energy and 3R Petroleum. The company, with more than 3,000 dedicated employees, recently established a New Energies division focused on digitizing the oil and gas industry and engineering, procurement and construction (“EPC”) contracts for renewable energy projects.

EIG has invested more than USD 2 billion in Brazil since 1998. The acquisition of Ocyan reflects EIG’s comprehensive and long-term Brazilian strategy, focused on infrastructure that supports the production of high-quality crude oil in deep waters, decommissioning activities and investments in renewable energies and low-carbon projects. Upon completion of the transaction, Ocyan will benefit from EIG’s in-depth technical knowledge of FPSOs and potential synergies with Prumo Logística, an EIG portfolio company, and its subsidiary, Porto do Açu.

“I have known and respected Ocyan for decades,” said R. Blair Thomas, Chairman and CEO of EIG. Blair Thomas, President and CEO of EIG. “The company’s resilience and the strength of its business have helped it overcome significant economic adversity while maintaining a healthy balance sheet, positioning Ocyan for long-term growth. Brazil is home to more than 25% of the global FPSO fleet and we believe that the future market dynamics for oil and gas infrastructure in Brazil are very favorable, underscoring our dual commitment to supporting growth and development in this important region, while creating value for our investors. We are also excited to support Ocyan’s ventures in the renewable energy space to help drive the energy transition.”

Flavio Valle, Managing Director and Head of EIG in Brazil, said: “FPSO is an attractive asset class for equity and debt opportunities, and we are pleased to deepen our presence in the industry. We have admired Ocyan for many years and have been impressed by its ability to develop ambitious projects in challenging economic environments. With our global presence and local capabilities, which are now reinforced by significant capital commitments from local clients, we believe EIG is uniquely placed to deliver this complex operation and lead Ocyan into a new phase of growth.”

Héctor Nuñez, CEO of Novonor, believes that “this is another important milestone for the Novonor Group in fulfilling its commitments to its stakeholders, as it aims to reestablish the company’s focus on diversified operations in the engineering sector, where it was established almost 80 years ago.” We are very proud of Ocyan and its team, who are recognized for their operational and technical excellence. We are sure that this success will continue”.

For Roberto Prisco Paraiso Ramos, CEO of Ocyan, “Ocyan has built and operated more than USD 4 billion in drilling rigs, pipeline support vessels and FPSOs, alone or in joint ventures, always with the strong support of its shareholders and Novonor. This acquisition has no impact on current contracts and operations with our customers and suppliers. This is another important chapter in our history and will undoubtedly create new opportunities for Ocyan.”

Completion of the transaction is subject to certain customary closing conditions and is expected to take place in the first quarter of 2024.

Lakeshore Partners acted as exclusive financial advisor to EIG, with affiliate Lake Capital providing asset management services, Mattos Filho and White & Case acting as legal advisors to the operation and Stocche Forbes as fund advisor. EY acted as the exclusive financial advisor to BNDES, and Lacaz Martins served as the legal advisor for the transactions. VMB Legal was the legal advisor for Novonor’s transactions.

About EIG – Leading institutional investor in the energy and infrastructure sectors worldwide, with USD 23 billion under management as of September 30, 2023. It specializes in private investments in energy and energy-related infrastructure on a global basis. During its 41-year history, it has allocated more than 45.9 billion dollars to the energy sector through more than 400 projects or companies in 42 countries on six continents. EIG’s clients include many of the leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds in the US, Asia and Europe. EIG is headquartered in Washington, D.C., with offices in Houston, London, Sydney, Rio de Janeiro, Hong Kong and Seoul. For more information, visit the EIG website at www.eigpartners.com.

About Novonor – Global group of Brazilian origin. Its aim is to contribute to building a sustainable future, serving society through the transformative capacity of its engineering and innovative solutions in key sectors such as petrochemicals, real estate, oil and gas, industrial, naval, mobility and port logistics. Throughout its almost 80-year history, it has made important contributions to the development of Brazil and the more than 30 countries in which it operates. Its recognized capacity and quality of delivery and its commitment to working to the highest technical, productivity, governance and efficiency standards guide its operations. For more information, visit the Novonor website at www.novonor.com.

About the BNDES – Brazil’s main development finance agent. Since it was founded in 1952, the BNDES has played a key role in stimulating the expansion of industry and infrastructure in the country. Throughout the Bank’s history, its operations have evolved in line with Brazil’s socio-economic challenges and today include support for exports, technological innovation, sustainable socio-environmental development and the modernization of public administration. For more information, visit the BNDES website at www.bndes.gov.br.