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Fornebu,
Aker has, together with Solstad, developed and negotiated
"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
Aker has worked closely with Solstad, DNB and Eksfin to solve a challenging refinancing situation which included multiple parties and diverging interests, especially from non-bank debt holders which will be fully repaid. Due to the complex nature of Solstad's current and potential 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.
Proforma 2023 EBITDA for Solstad NewCo, including CSV Normand Maximus contributed by AMSC, is estimated to be in the range of
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
"The refinancing provides a solution to the benefit of all stakeholders in Solstad. This combination will position both Solstad NewCo and the Solstad group for future growth and shareholder value creation in the projected strong offshore market going forward. Aker has been an instrumental contributor to the Solstad group from day one and without Aker's support, both over the past years and going forward, this Refinancing would not have been possible. Passing this important milestone means that we have landed a solid industrial solution," 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; -
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; -
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; -
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.
In connection with the transaction, Aker, Solstad and AMSC will enter into a shareholders' agreement which gives each of Solstad and AMSC the right to appoint one board member to the board of directors, while Aker shall have 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 transaction.
The components of the Refinancing are subject to customary closing conditions. Completion of the Refinancing is expected to take place around year-end 2023.
About Solstad's offering
With more than 50 years of experience, the Solstad group is one of the leading and most capable owners and operators of high-end offshore vessels offering maritime excellence to the global offshore energy markets. With its modern fleet, strong track-record, and solid competence, Solstad operates throughout the offshore energy industry, within both oil and gas and renewables. While the majority of Solstad's business has up to now been within oil and gas, its flexible fleet has already and will increasingly meet the growing activity within renewables. The renewables business currently accounts for about one third of Solstad's EBITDA.
The existing
For further information and the complete details about the refinancing transaction and terms, please refer to
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