DOF ASA: refinancing update | DOF ASA News

As previously reported in DOF ASA's ('DOF' or the 'Company') financial report for Q1 2016, in order to be prepared for a continued weak market, the Board of Directors and management are working on an overall refinancing plan to secure the company with satisfactory financing and liquidity throughout an expected demanding period.
The Company has over the past months been in dialogue with its senior lenders, larger bondholders, and larger shareholders, as well as prospective new equity investors.
Based on this, the Company has agreed in-principle on the following main principles for a refinancing plan with its largest shareholder, major bondholders, and relevant banks:

• A new equity raise of up to NOK 1,200 million at an issue price of NOK 1.00 per share, expected to be carried out through a rights issue, whereof NOK 750 million will be pre-subscribed by the Company's largest shareholder Møgster Offshore AS. It is intended that proceeds exceeding NOK 850 million will be used to offer to repurchase bonds at price 50% ;
• Conversion of all outstanding DOF ASA bonds in the three bonds DOF09, DOF10, and DOF11 (with total nominal value outstanding of NOK 2,065 million) to a Subordinated Convertible Bond at a price of 50% of par value of the existing bonds. The new Subordinated Convertible Bond will have an issued amount of up to NOK 1,032.5 million, less any bonds repurchased ;
• The Subordinated Convertible Bond will have 5 year tenor, zero coupon, and no financial covenants. Convertible Bondholders may convert their Subordinated Convertible Bonds to shares in the Company at NOK 1 per share (equal to the issue price of the equity issue) through the period. On the final maturity date, the Company shall repay the Subordinated Convertible Bonds not already converted to shares by issuing shares at a price of NOK 1 per share.
• Reduction of amortizations on all bank facilities in DOF Rederi AS and the 50%-owned DOF Deepwater (effectively all non-Brazilian owned vessels), for a three-year period from mid-2016, with a total liquidity effect of NOK 1.3 billion, in addition to amended financial covenants ;
• No changes are made to the financing arrangements of the Brazilian subsidiary Norskan, which is financed by the Brazilian BNDES and secured in Brazilian flagged vessels on long-term contracts ;
• No changes are made to the financing arrangements of DOF's 51%-owned subsidiary DOF Subsea ;
• Additionally, the Company has initiated substantial cost cuttings ;
• The transactions are combined expected to improve the Company's liquidity by around NOK 4.5 billion over a 5-year period, and reduce the net debt by close to NOK 3 billion ;
• If all transactions are completed as intended, the new fully-diluted number of shares outstanding will be up to 1,993 million shares (including subscription rights relating to the Subordinated Convertible Bond).

The Company's largest shareholder, Møgster Offshore (affiliated with chairman Helge Møgster), has committed NOK 750 million in cash equity. Board member Helge Singelstad (CEO of Laco AS), CEO Mons Aase, and CFO Hilde Drønen have committed to subscribe new equity and vote in favour of converting their bonds to the new Subordinated Convertible Bond.
The Company has obtained support from major bondholders in its three bonds, DOF09, DOF10 and DOF11 to convert existing bonds to the new Subordinated Convertible Bond. Consummation is subject to approval by a Bondholder Meeting which will be summoned soon.
All relevant banks have in-principle agreed to the refinancing, subject to relevant credit committee approvals and customary closing conditions.
The contributions of all parties (shareholders, bondholders and senior lenders/banks) are mutually conditional upon each other.
Pareto Securities AS is financial adviser to the company in the refinancing. Pareto Securities, DNB Markets, and Nordea Markets are acting as financial advisers in the intended equity issue. Thommessen is acting as legal adviser.
Contact:
CEO Mons Aase, Tel. [phone]
CFO Hilde Drønen, Tel + 47 91 66 10 09