Rosneft International Finance Limited -- Moody's assigns (P)Baa1 rating to Rosneft's notes

London, 23 November 2012 -- Moody's Investors Service has today assigned a provisional (P)Baa1 rating to the proposed $10.0 billion medium-term note (MTN) programme of OJSC Oil Company Rosneft (Rosneft). Rosneft's Baa1 issuer ratings remain on review for downgrade.

Under the programme, Rosneft International Finance Limited (the Issuer), an orphan special purpose vehicle (SPV) incorporated in Ireland, will issue loan participation notes (LPN) for the sole purpose of financing loans to Rosneft. Each loan will rank pari passu with other outstanding unsecured obligations of Rosneft. The investors' interests will be secured by the underlying loan agreements between the Issuer and Rosneft, and a trustee agreement between the Issuer and the Deutsche Trustee Company outlining the mechanism of recourse to the beneficiary of the notes, Rosneft, in the event of default of the Issuer. The investors will benefit from certain covenants in the loan agreements including a negative pledge and restrictions on mergers and disposals.

RATINGS RATIONALE

The (P)Baa1 rating assigned to the proposed MTN programme is in line with the company's Baa1 issuer rating, which reflects the combination of the following inputs: (1) a baseline credit assessment (BCA) -- which measures the company's fundamental credit strength, excluding any government support -- of baa3; (2) the Baa1 local-currency rating of the Russian government; (3) Moody's assessment that there is "high" default dependence between Rosneft and the Russian government; and (4) the rating agency's view that Rosneft would benefit from "high" government support in the event of need.

The programme forms part of the financing package to be arranged by Rosneft to fund its acquisition of 100% of TNK-BP International Ltd. (TNK-BP, Baa2 review for downgrade) from BP p.l.c. (BP, A2 stable) and Alfa-Access-Renova consortium. Moody's understands that Rosneft will finance the required $45.1 billion of cash consideration with existing cash balances, including at TNK-BP, borrowings from Russian and international banks, and debt issuances in Russia and internationally (including the notes under the rated MTN programme) over the course of the next six months.

Moody's placed the ratings of Rosneft on review for downgrade on 24 October 2012 following the company's announcement of its acquisition of TNK-BP. The placement on review reflects Moody's expectation that the company's financial metrics will weaken following putting in place of the financing mechanism for the acquisition. Moody's expects Rosneft's consolidated leverage, measured by debt/EBITDA, to exceed 2.0x, which would weaken the company's financial profile compared with its considerably lower leveraged Russian and global peers in the event of a deterioration in the oil price environment. Part of the financing is likely to be of semi-permanent nature and assumes refinancing in the short term. In Moody's view, this would create higher-than-average oil and gas sector liquidity risks for Rosneft, particularly during periods of volatility in the capital markets and given the increased vulnerability of the global banking system.

In addition, Moody's notes substantial execution and integration risks pertaining to a transaction of such magnitude.

On the positive side, Moody's notes that the merger with TNK-BP will create the largest publically traded oil and gas company in the world, with daily production of 4.6 million barrels of oil equivalent (boe) and proved reserves of 37.2 billion barrels of oil equivalent under PRMS standards. The consolidated entity will have the largest refining capacity in Europe, of approximately 2.0 million barrels per day, and will have the largest retail network of filling stations in Russia ( 2,592 stations).

Moody's expects that an increase in BP's participation in Rosneft's capital to approximately 20%, to be achieved as part of the deal with BP, will facilitate cooperation between the two companies. Moody's believes that the introduction of BP as a strategic partner may have longer term benefits for Rosneft, including in the field of technology, corporate governance, safety and efficiency of operations. It is also consistent with the government's strategy of reducing state interest in the industry and provides for a sustainable ownership structure. Moody's positively acknowledges high political backing and support that Rosneft and the acquisition transaction receive from the Russian government.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's will aim to resolve the review on Rosneft once the parameters of the transaction, including the perimeter and the timeline of consolidation, structure and terms of financing, as well as its implications for the company's liquidity, become clear.

The likely range of the downgrade would be limited to one notch provided that the financing arrangements to be put in place do not create an overly aggressive liquidity profile. Moody's could lower Rosneft's baseline credit assessment and in turn downgrade its rating, if, but not limited to, (1) the company is exposed to increased liquidity risk (with 25%-30% of its debt maturing within the next 12 months and no refinancing options in place); (2) its financial metrics deteriorate beyond Moody's current expectations (debt/EBITDA exceeding 3.5x, retained cash flow (RCF)/debt falling below 20% for a prolonged period of time). Unfavourable market developments would increase the sensitivity of the ratings to any deterioration of the metrics and/or liquidity.

Given the review for downgrade, Moody's does not currently expect upward pressure on Rosneft's ratings. However, Rosneft's ratings would be supported at the current level by (1) a demonstrated sustainable trend towards deleveraging, including via the disposal of select assets under the asset optimisation programme; (2) the company's ability to efficiently integrate new assets and realise operational synergies; (3) the establishment of a long-term debt/capital structure with strong liquidity profile; and (4) extraordinary support extended to the company by the state.

PRINCIPAL METHODOLOGY

The principal methodology used in rating OJSC Oil Company Rosneft and Rosneft International Finance Limited was the Global Integrated Oil & Gas Industry Methodology published in November 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

OJSC Oil Company Rosneft -- in which the Russian state currently holds a 75% share -- is one of Russia's largest integrated oil and gas companies. Under SEC-LOF classifications, Rosneft's proven oil & gas reserves at year-end 2011 amounted to 17.6 billion barrels of oil equivalent (boe), including equity investees' share in proven reserves. Its average consolidated production was 2.38 million boe per day (boepd). In the first nine months of 2012 Rosneft reported revenue of RUR2.23 trillion ($71 billion) and EBITDA of RUR445 billion ($14 billion).

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Julia Pribytkova Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service Limited, Russian Branch 7th floor, Four Winds Plaza21 1st Tverskaya-Yamskaya St.Moscow 125047 RussiaDavid G. Staples MD - Corporate Finance Corporate Finance Group Telephone: 00971 4237 9536 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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