Dentons advised New Stratus Energy Inc. (“NSE”), a Canadian company listed on the Toronto Stock Exchange, in the acquisition of an indirect interest in GoldPillar International Fund SPC Ltd. (“GoldPillar”), as well as in the acquisition by GoldPillar from Corporación Venezolana del Petróleo SA (“CVP”), a subsidiary of Petroleos de Venezuela S.A (the Venezuelan state oil company), of a 40% equity interest in the capital of Petrolera Vencupet S.A. (“Vencupet”), a Mixed Enterprise holding the oil exploitation and production rights of the following fields: (i) Adas; (ii) Lido; (iii) Limón; (iv) Leona; (v) Oficina Norte and (vi) Oficina Central, located in the states of Anzoátegui and Monagas, Venezuela. The remaining 60% of Vencupet’ s shares belong to CVP. These fields are producing areas that require investments in rehabilitation and infrastructure and have produced more than 60,000bpd of medium crude oil.
NSE plans to make significant investments in order to adapt, rehabilitate and begin operating the 246 wells located in the different fields, which together cover an area of 794.2 square kilometers.
The operation includes (i) a revolving credit line to Vencupet for four years for a total amount of approximately US$600 million; (ii) the structuring of mechanisms for the repayment of principal and interest on the aforementioned financing, as well as the monetization of production, through the nomination of crude oil and products for export whose revenues will be managed by a third party with instructions for the distribution of funds for the payment of taxes and royalties, repayment of financing, operating costs and distributions to shareholders, among others; and (iii) the contracting of services to subsidiaries of NSE and the assignment to Vencupet of specialized personnel from NSE.
Jorge Neher, partner at Dentons, and lead counsel for the transaction commented: “The acquisition of NSE’s interest in Vencupet was structured in a similar manner to PDVSA’s recent transactions with the most important international investors in the Venezuelan hydrocarbons sector, which ensures its legal, operational, and financial viability. Transactions such as this one, with innovative structures, will surely open spaces for new international investments in the sector. Our ability as a firm to coordinate efforts from different jurisdictions and specialties for the structuring and documentation of this deal has been fundamental for its successful outcome”.
The transaction involved the work of Dentons Colombia, Venezuela, Canada, United States and BVI. Dentons Colombia’s core team was led by Jorge Neher (Partner) with the assistance of Carlos Vicioso (Natural Resources and Energy Director) and Ana Restrepo (Associate). Dentons Venezuela was led by Natalija Vojvodic (Partner).
