By William Gullotti and Cristal Cody
Buffalo, N.Y., Feb. 10 – GreenSaif Pipelines Bidco Sarl priced an upsized $4.5 billion offering of notes in three equal parts (A1//A) at par on Thursday, according to a press release and additional information from a market source.
The three-part Regulation S and Rule 144A deal’s aggregate size was $500 million more than expected. As previously reported, book orders went above $16 billion.
TMS Issuer Sarl is the sukuk issuer for tranche A. Tranches B and C will be issued by GreenSaif under its $11.5 billion global medium-term note program.
The tranche A sukuk totals $1.5 billion and matures 2032. Further details, such as final pricing and coupon, remain to be disclosed. Guidance was in the Treasuries plus 210 basis point area, tightened from initial talk in the 240 bps area.
Tranche B’s $1.5 billion consists of 6.129% senior notes due 2038, priced at a spread of 245 bps over Treasuries. The conventional bonds have a 12.3 year weighted average life.
Initial price talk for tranche B was in the Treasuries plus 275 bps area, with guidance later tightened to the 255 bps area.
The $1.5 billion of tranche C was priced at Treasuries plus 275 bps and carries a 6.51% coupon. The 19-year dual-listed Formosa bond was initially talked in the 305 bps area, with guidance later revised to the 285 bps area.
BNP Paribas, Citi, First Abu Dhabi Bank, HSBC, JPMorgan, MUFG and SMBC Nikko are active bookrunners for the offering, with BNP, HSBC and JPMorgan also acting as joint global coordinators.
As previously reported, at least 70% of the proceeds from the issuance of the certificates are expected to be used by the sukuk issuer to purchase Wakala assets from GreenSaif and the remaining proceeds are expected to be used by the sukuk issuer to purchase certain Shari’a-compliant commodities in order for it to sell on such commodities to GreenSaif, on a deferred payment basis, for GreenSaif to further on-sell, at its option, for cash to certain independent third-party purchasers, according to an announcement from the issuer.
As also previously reported, GreenSaif will use the proceeds from the Wakala assets, the commodities and derivative instruments to prepay, in part, a $13.4 billion bridge term loan facility that was used to fund the acquisition of a minority interest in Aramco Gas Pipelines Co.
Listings for each tranche will be in London, with an additional listing in Taipei for tranche C.
GreenSaif owns 49% of AssetCo (the contractual structure between Aramco and the Saudi Arabian Oil Co.), which owns usage lease rights to a gas pipeline network in Saudi Arabia. Saudi Aramco owns 51% of AssetCo, operates the pipeline network and pays a tariff for its usage.
| Issuers: | GreenSaif Pipelines Bidco Sarl, TMS Issuer Sarl (sukuk only)
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| Obligor: | GreenSaif Pipelines Bidco Sarl
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| Amount: | $4.5 billion
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| Bookrunners: | BNP Paribas, Citi, First Abu Dhabi Bank, HSBC, JPMorgan, MUFG and SMBC Nikko
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| Pricing date: | Feb. 9
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| Settlement date: | Feb. 23
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| Ratings: | Moody’s: A1
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| Fitch: A
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| Distribution: | Rule 144A and Regulation S
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| Listing: | London
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|
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| Tranche A
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| Amount: | $1.5 billion
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| Issue: | Sukuk
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| Maturity: | 2032
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| Price: | Par
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| Initial talk: | Treasuries plus 240 bps area
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| Price guidance: | Treasuries plus 210 bps area
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|
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| Tranche B
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| Amount: | $1.5 billion
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| Issue: | Senior notes
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| Maturity: | Feb. 23, 2038
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| Coupon: | 6.129%
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| Price: | Par
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| Yield: | 6.129%
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| Spread: | Treasuries plus 245 bps
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| Initial talk: | Treasuries plus 275 bps area
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| Price guidance: | Treasuries plus 255 bps area
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|
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| Tranche C
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| Amount: | $1.5 billion
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| Issue: | Formosa notes
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| Maturity: | 2042
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| Coupon: | 6.51%
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| Price: | Par
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| Yield: | 6.51%
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| Spread: | Treasuries plus 275 bps
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| Initial talk: | Treasuries plus 305 bps area
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| Price guidance: | Treasuries plus 285 bps area
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| Additional listing: | Taipei
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