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Skudeneshavn,
- Successful refinancing of Solstad's fleet loan maturing
31 March 2024 -
Aker will contribute minimum
NOK 2.25 billion in equity in a new entity to be established ("Solstad NewCo") below SOFF -
AMSC will contribute 100 percent of the shares in the entity owning the CSV Normand Maximus valued at
NOK 1.0 billion against receiving new shares in Solstad NewCo -
Shareholders in SOFF will be offered to subscribe new shares in Solstad NewCo to raise gross proceeds of
NOK 750 million -
A new fleet loan of
NOK 9.7 billion underwritten by DNB and Eksfin - Maturity of the residual claim relating to the CSV Normand Maximus extended similarly to the maturity of the new credit facilities
The Solstad Group continues to operate as today with no effect on employees and clients
Solstad has, together with Aker, developed and negotiated
"The Refinancing provides a solution to the benefit of all stakeholders in Solstad. This combination will position both Solstad NewCo and the
Solstad has worked closely with Aker, DNB and Eksfin to solve a challenging refinancing situation which included multiple parties and diverging interests. Due to the complex nature of Solstad's current liabilities, including a residual claim from former lease arrangements with respect to CSV Normand Maximus, the Refinancing entails the establishment of the Solstad NewCo structure.
"The Refinancing will establish a robust industrial platform positioning Solstad NewCo as a global leading offshore operator with one of the most modern fleets of high-end vessels and a healthy balance sheet including
The Refinancing will secure the position as a "going concern" for both SOFF and Solstad NewCo. SOFF will retain around 27 percent ownership of Solstad NewCo while existing shareholders of SOFF, excluding Aker, will receive subscription rights to participate in the
"With our high-end fleet of vessels, strong team, solid track-record and truly global presence, Solstad is very well positioned to take part in what is set to be a very strong market cycle within offshore energy in our core markets globally. The refinancing substantially reduces the financial risk to all stakeholders, while preserving as much of the upside as possible. We are happy to put behind us the refinancing, providing a solid foundation for our operations and a basis to both continue deleveraging and to deliver long term shareholder value creation," said
The Refinancing includes:
- establishing a new corporate structure by contribution in kind of certain subsidiaries and activities of Solstad;
-
a private placement directed towards Aker, raising gross proceeds of
NOK 2.25 billion in cash against issuance of new shares in Solstad NewCo (the "First Private Placement"); -
a private placement underwritten by Aker and directed towards all other existing shareholders in SOFF as of
27 October 2023 , raising gross proceeds ofNOK 0.75 billion against issuance of new shares in Solstad NewCo (the "Second Private Placement", and together with the First Private Placement, the "Private Placements"); -
a private placement directed towards AMSC where the shares in the owning entity for CSV Normand Maximus is contributed in-kind against issuance of
NOK 1.0 billion equivalent of new shares in Solstad NewCo (the "Maximus Transaction"); -
a new senior secured term loan of
NOK 9.7 billion , including debt related to CSV Normand Maximus, underwritten by DNB and Eksfin and a new senior secured RCF ofNOK 0.75 billion underwritten by DNB (the "Senior Secured Financing"); -
full repayment of Solstad's existing bank liabilities in the amount of
NOK 11.9 billion as per Q3 2023, without recourse to Solstad
The components of the Refinancing are subject to customary closing conditions. Completion of the Refinancing is expected to take place around year-end 2023.
New corporate structure and Solstad NewCo
Two Norwegian limited liability companies ("Solstad NewCo" and "Solstad NewCo 2") will be established as part of the Refinancing where Solstad NewCo will serve as the parent company for the new structure and will in the first instance be wholly owned by Solstad, with no other assets, rights, and obligations than those acquired and assumed in connection with the Refinancing. Prior to completion of the Refinancing, Solstad will transfer 100 percent of the shares in Solstad Shipowning Holding AS, Solstad Operations Holding AS and Solstad Management Holding AS as contribution in kind to Solstad NewCo 2. The shares in Solstad NewCo 2 will immediately thereafter be transferred to Solstad NewCo as a contribution in kind.
The Refinancing is based on a pre-money valuation of Solstad NewCo of
Solstad, Aker and AMSC will enter into a shareholders' agreement (the "Shareholders' Agreement") for Solstad NewCo which gives each of Solstad and AMSC the right to appoint one board member and one observer to the board of directors of Solstad NewCo. The Shareholders' Agreement will further give Aker the right to appoint a majority of the board members of Solstad NewCo. The Shareholders' Agreement will contain other customary provisions, including an intent to procure that the shares in Solstad NewCo are listed on a regulated market within 12 months from closing of the Second Private Placement. The shares of Solstad in Solstad NewCo will be subject to a one year lock-up. Moreover, Aker will during the second year of the Shareholders' Agreement have a right of first offer on such shares, and a right to purchase such shares if SOFF's direct or indirect shareholding in Solstad falls below 2/3.
In order to secure completion of the Refinancing in accordance with its terms, Aker has been granted warrants to subscribe for new shares in Solstad Shipowning Holding AS, Solstad Operations Holding AS and Solstad Management Holding AS equal to the par value of the shares in question.
The Private Placements
As part of the Refinancing, Solstad NewCo will raise
Subsequently to the First Private Placement, Solstad NewCo will raise
The subscription price per Solstad NewCo share in the Second Private Placement will be equal to the subscription price per share in the First Private Placement. Eligible Shareholders will receive tradable subscription rights to participate pro rata to their shareholding in SOFF on the Record Date. Oversubscription or subscription without subscription rights will not be allowed. Aker has underwritten the Second Private Placement in order for Solstad NewCo to satisfy certain requirements under the new credit facilities entered into as part of the Refinancing, and Aker will therefore subscribe for such portion of the Second Private Placement that is not subscribed by Eligible Shareholders.
The Second Private Placement is expected to be launched shortly after completion of the First Private Placement and the subscription period shall commence as soon as a prospectus has been approved by the
The Maximus Transaction
In addition to the Private Placements, AMSC will as part of the Refinancing contribute the shares in the owning entity for CSV Normand Maximus, including the current bareboat charter and purchase option for the vessel, in kind, against receiving newly issued shares in Solstad NewCo. The subscription price per Solstad NewCo share in the Maximus Transaction will be the same as in the Private Placements, provided that if currency fluctuations result in the contribution being valued lower than
The CSV Normand Maximus was sold from its original owner
The Senior Secured Financing
As of Q3 2023, Solstad had around
In addition, and as part of the Refinancing, Solstad NewCo has secured a new senior secured revolving credit facility in the form of a
Dilution and equal treatment considerations for the shareholders of SOFF
The Board of Directors of SOFF has considered the structure of the Refinancing, including the Private Placements and the Maximus Transaction in light of the equal treatment obligations towards its shareholders under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the
The Board notes that the Refinancing, including the Private Placement and the Maximus Transaction, will imply a dilution of SOFF's ownership interests, and thereby indirectly the ownership interests of SOFF's shareholders (other than Aker) in the currently wholly owned subsidiaries which will be contributed into the new Solstad Newco structure. It is, however, the Board's opinion that the pricing has been determined based on an assessment of fair market value of Solstad NewCo, considering relevant valuation principles, comparable transactions in the Norwegian market and the financial position of SOFF and Solstad prior to the Refinancing. Furthermore, SOFF's existing shareholders will be given the opportunity to mitigate the dilutive effect of the Refinancing through participation in the contemplated Second Private Placement. Taking these factors into consideration and balancing the need to refinance Solstad's debt through the contemplated Refinancing and the interests of SOFF's minority shareholders, the Board is of the view that the transactions, taken as a whole, represent a balanced solution taking into account the common interest of SOFF and its shareholders, cf. section 5 -14 of the Norwegian Securities Trading Act.
Financials
The EBITDA for
Proforma 2023 EBITDA for Solstad NewCo, including CSV Normand Maximus contributed by AMSC, is estimated to be in the range of
Total transaction value is estimated at
About the
With more than 50 years of experience, the
The existing
This information is considered to be inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act.
Skudeneshavn,
Contacts
Kjetil Ramstad CFO, at +47 90 75 94 89
www.solstad.com
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