Loyens & Loeff

Loyens & Loeff Luxembourg advised QGOG Constellation regarding its USD 600 million Notes Offering

Loyens & Loeff Luxembourg assisted QGOG Constellation S.A., as issuer, in respect of (i) an offer to exchange all of its outstanding 6.250% Senior Notes due 2019 for newly issued 9.000% Cash / 0.500% PIK Senior Secured Notes due 2024 and (ii) a solicitation of consents to certain proposed amendments to the existing indenture.

We assisted on the review of the notes documentation and the involvement of the Luxembourg security provider and guarantor. More specifically, we reviewed the offering memorandum and consent solicitation statement, the security documents, the indenture, the supplemental indenture, the intercreditor agreement, and drafted the Luxembourg security agreement as well as the corporate authorizations for the exchange offer and the issuance of notes.

The transaction involved several teams in Luxembourg, Brazil and the US.


QGOG Constellation is a market leading provider of oil and gas drilling and FPSO services in Brazil and owns and holds interests in a state-of-the-art offshore fleet, constructed by the world’s leading shipyards. QGOG Constellation is owned by QG S.A., a Brazilian conglomerate with activities in heavy construction, energy, oil and gas, infrastructure, real estate agriculture and steel.