LUXEMBOURG, Dec. 16, 2025 /PRNewswire/ — Breakwater Energy Holdings S.à r.l. (the “Issuer”) today announced that it has priced an offering (the “Offering”) of an additional $75,000,000 in aggregate principal amount of its 9¼% Senior Secured Notes due 2030 (the “Notes”). The Notes will be issued as additional notes under the indenture dated November 14, 2025.
The Issuer intends to use the proceeds from this Offering to (1) make a distribution to the Issuer’s shareholders and (2) pay related fees and expenses.NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.About Breakwater EnergyThe Issuer, a company formed and managed by EIG, a leading institutional investor in the global energy and infrastructure sectors, is the 25% owner of Repsol E&P S.à r.l. (“Repsol E&P”). Repsol E&P is the parent company of the group comprising Repsol E&P and its consolidated subsidiaries (the “Repsol E&P Group”). The Repsol E&P Group’s upstream activities include hydrocarbon exploration, development, production, carbon capture and storage and commercialization activities. Repsol E&P built the Repsol E&P Group’s international presence over decades with the objective of delivering resilient, hydrocarbon production that is efficient, profitable and cash flow generating.About EIGEIG is a leading institutional investor in the global energy and infrastructure sectors with $24.3 billion under management as of September 30, 2025. EIG specializes in private investments in energy and energy-related infrastructure on a global basis. During its 43-year history, EIG has committed over $51.7 billion to the energy sector through 421 projects or companies in 44 countries on six continents. EIG’s clients include many of the leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds in the U.S., Asia and Europe. EIG is headquartered in Washington, D.C. with offices in Houston, London, Sydney, Rio de Janeiro, Hong Kong and Seoul.Media contact:FGS GlobalKelly Kimberly / Brandon Messina+1 [email protected] StatementThe Offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security nor shall there be any offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Notes are being offered and sold only to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person. Any offer of the Notes in the UK will be made pursuant to an exemption under the Financial Services and Markets Act 2000 and Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 from the requirement to publish a prospectus for offers of securities.The offer and sale of the Notes in the European Economic Area (the “EEA”) will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or UK.This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements can be identified by the use of forward looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts and include statements regarding the Issuer or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Offering.By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward looking statements are not guarantees of future performance and that the Issuer and its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industry in which they operate may differ materially from those made in or suggested by the forward looking statements contained in this press release. In addition, even if the Issuer or its affiliates’ results of operations, financial condition and liquidity, and the development of the industry in which the Issuer operates are consistent with the forward looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you should not rely on forward looking statements as a prediction of actual results.
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