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by Stephen Carter
Nov 06, 2025 1:03 PM ET
+++Adds UST spread+++
Breakwater Energy Holdings Sarl (BRKWTR) $725m (down from $800m) 144A/Reg S sr sec notes due 11/15/30 (5y). NC2 (11/15/27) (MWC T+50bp), then at 104.625 11/15/27, 102.313 11/15/28, 100 11/15/29. Equity claw: 2y 40% at 109.25. Special call: 10% per year the 1st 2 years at 103. B1/B+/BBB- (stable/stable/stable). Via JPM sole gloco and physical books/GS/MS jt active books/Citi jt books, EIG as co-manager. No reg rights. List ISE. NY law. CoC at 101. Pays May 15 and Nov 15, starting 05/15/26. Denoms: 250kx1k. Settles 11/14 (T+5). 144A CUSIP: 10637BAA3; 144A ISIN: US10637BAA35. IPT: low 9s. $75m downsize removes the $75m dividend. Price talk: 9.25%-9.50%.
Priced: 9.25% at 100. +540bp vs 3.625% 10/31/30.
Roadshow (small group calls) 11/03-05 (investor call at 11am NYT 11/03). Books closed at 11am NYT / 4pm UKT 11/06. UOP: pay in full the remaining $705m deferred purchase price consideration (Now remoced: paying a $75m distribution to shareholders). Equity sponsor: EIG partners. Biz: Breakwater is the investment vehicle supporting EIG Partner’s 25% ownership interest in Repsol E&P, the upstream oil and gas business of Repsol S.A. (total consideration for the 25% non-operated minority interest in Repsol E&P was $4.8bn) that was converted into a Joint Venture in 2023. HQ: Luxembourg (Repsol SA is headquartered in Madrid, Spain).
Deal Roadshow link: https://dealroadshow.com/e/BREAK2025 (available now).