Fitch Affirms Odebrecht Drilling Norbe VIII / IX Ltd., Series 2010-1 at 'BBB'

  Fitch Affirms Odebrecht Drilling Norbe VIII / IX Ltd., Series 2010-1 at   'BBB'  Business Wire  CHICAGO -- February 18, 2014  Fitch Ratings has affirmed the rating assigned to the 2010-1 notes issued by Odebrecht Drilling Norbe VIII / IX Ltd. (Odebrecht Drilling) as follows:  --US$1.5 billion 2010-1 notes at 'BBB'; Outlook Stable.  The notes are backed by the flows related to two charter agreements signed with Petroleo Brasileiro S.A. (Petrobras) for the use of the dynamically positioned ultra-deepwater (UDW) drillships Norbe VIII and Norbe IX. Odebrecht Oleo e Gas S.A. (OOG) is the sponsor of the transaction and operator of the vessels. The transaction also benefits from a mortgage on both vessels.  Fitch's rating addresses the timely payment of interest on a semiannual basis and ultimate payment of principal by legal final maturity. The outstanding balance of the notes is US$1.35 billion, and the next debt service payment is scheduled for June 30, 2014.  KEY RATING DRIVERS  The rating affirmation reflects (i) positive industry dynamics and Petrobras' credit quality in its role as ultimate offtaker of the vessels; (ii) the temporary assignment of Norbe VIII and its underlying contracts to Total E&P do Brasil Ltda (Total Brasil) and Total Brasil's credit quality as temporary offtaker; (iii) the quality and implicit support of OOG as sponsor of the transaction and operator of the rigs; (iv) the expected long-term uptime performance of Norbe VIII and Norbe IX; (v) higher-than-expected operating expenses (OPEX), and (vi) current liquidity protections and the continued de-leveraging of the transaction in terms of loan-to-value (LTV) ratios.  On Jan. 5, 2014, Petrobras temporarily assigned its rights and obligations under the charter agreement to Total Brasil, a wholly-owned subsidiary of Total S.A. Once the 228-days assignment period ends, the contract will revert back to Petrobras as offtaker. Moreover, Petrobras must resume its obligations under the charter agreement in events of early termination or default by Total Brasil under the contract.  Total Brasil is closely linked to its parent Total S.A. Fitch rates Total S.A. 'AA/Stable' based on the E&P company's significant production scale, competitive production costs relative to peers, and a well-diversified and vertically integrated profile across segments that allow it to retain a significant share of the global oil and gas industry.  The Federal Government of Brazil and Petrobras have passed several initiatives seeking the development of the local oil and gas industry. UDW rigs are essential assets for continued research and development of new oil fields in Brazil. Investments by Petrobras and regulation/legislation imposed by the government should continue to provide a stable credit environment for sponsors and protect the value of these assets. Petrobras carries local and foreign currency Issuer Default Ratings (IDRs) of 'BBB' with a Stable Outlook.  OOG is the largest Brazilian operator of UDW rigs chartered to Petrobras, with seven operating UDW in its fleet. The company is majority owned by Odebrecht S.A., a diversified conglomerate with significant financial flexibility and strong ties to Petrobras and the federal government.  After ramping up in 2011 and the first half of 2012, uptime levels averaged 94.5% and 94.9% for Norbe VIII and Norbe IX, respectively, before Norbe VIII suffered sporadic downtimes in the fourth quarter (4Q'13) of 2013 due to a sequence of one-time repairs. Fitch expects both vessels to operate within the range of 95% uptime on a long-term basis.  While the transaction considers budgeted OPEX and total revenue for purposes of computing debt service coverage ratio (DSCR), Fitch also analyzes the impact of actual OPEX on DSCRs during a particular period. The transaction DSCR of 1.27x in 2013 remains comfortably above the debt service trigger, however due to the sporadic downtime during the 4Q'13 and general increase in OPEX above expected levels over the past two years, the Fitch-adjusted DSCR has been negatively impacted. The transaction allows OOG to subsidize OPEX in excess of budgeted amounts and therefore this does not have a direct impact on transaction cashflows. These payments imply some level of support from the sponsor and therefore Fitch will continue to monitor actual OPEX and analyze any long run impact greater-than-expected levels have on DSCRs and valuations.  The transaction benefits from liquidity reserves equivalent to one semiannual principal and interest amortization debt service payment and three months of offshore operating and maintenance expenses on each vessel. Additionally, the transaction has approximately $12.1 million in cash reserves.  Given scheduled amortization of the notes, the net LTV continues to decrease in line with Fitch's expectations.  RATING SENSITIVITIES  The transaction's rating may be sensitive to the operating performances of Norbe VIII and Norbe IX and to changes in the credit qualities of Petrobras and Total Brasil (during the assignment period). Extended periods of downtime that cause Fitch to revise its expected uptime assumption of 95% could lead to rating downgrades. Fitch will continue to monitor OPEX levels and their effect on the Fitch-adjusted DSCR. Additionally, the foreign currency IDR assigned to Petrobras acts as the implied cap to drilling rig transactions in which it acts as offtaker.  Additional information is available at  Applicable Criteria and Related Research:  --Criteria for Rating Oil Vessel-Backed Financing in Latin America (Jan. 14, 2014);  --Global Structured Finance Rating Criteria (May 24, 2013).  Applicable Criteria and Related Research:  Criteria for Rating Oil Vessel-Backed Financing in Latin America  Global Structured Finance Rating Criteria  Additional Disclosure  Solicitation Status  ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.  Contact:  Fitch Ratings Primary Analyst Gregory Lane, +1 312-606-2304 Associate Director Fitch Ratings, Inc. 70 W. Madison Chicago, IL 60602 or Secondary Analyst Cinthya Ortega, +1 312-606-2373 Director or Committee Chairperson Greg Kabance, +1 312-368-2052 Managing Director or Media Relations: Elizabeth Fogerty, +1 212-908-0526