Reference is made to the stock exchange notice published27 June 2024 regarding the signing of a binding Memorandum of Agreement regulating the purchase of the semisubmersible rig SSV Catarina from UMAS 1 AS, a contemplated equity private placement and a contemplated bond offering.Ventura Offshore Midco Ltd (the "Issuer"), a subsidiary ofVentura Offshore Holding Ltd (the "Company" or "Ventura"), intends to instructNordic Trustee AS to summon a written resolution (the "Written Resolution") for the Issuer's senior secured bonds maturing19 April 2027 with ISIN NO0013187179 (the "Bonds") to propose certain amendments to the Bonds as further summarized below. In conjunction with the Written Resolution, the Issuer is contemplating to increase the amount outstanding by issuing additional Bonds in an expected amount ofUSD 55 million (the "Tap Issue"). Furthermore, the Issuer has received a credit approved term sheet for aUSD 30 million super senior revolving credit facility (the "SSRCF"). The SSRCF secures adequate liquidity to cover working capital requirements for the operations of Ventura's drilling rigs. In connection with the Written Resolution and the Tap Issue, the Joint Bookrunners have conducted a targeted pre-sounding with a select group of bondholders. A majority of the targeted bondholders, holding more than 50% of the Bonds, have indicated substantial demand for the Tap Issue and their support for the Written Resolution. The Tap Issue will be conditional upon inter alia the Company raising at leastUSD 50 million in new cash equity, the SSRCF having been committed by lenders and prevailing market conditions.DNB Markets , a part ofDNB Bank ASA , and Clarksons Securities AS act as joint bookrunners for the transaction (the "Joint Bookrunners"). Summary of proposed amendments included in the Written Resolution: o Increase of outstanding amount byUSD 55 million toUSD 185 million by issuance of new Bonds. o Permit the incurrence the SSRCF. o Include SSV Catarina as collateral for the Bonds. o Increase basket for lease and hire purchase contracts fromUSD 10 million toUSD 15 million and increase the general permitted baskets fromUSD 3 million toUSD 4.5 million . o Increase quarterly amortization amount fromUSD 7.5 million toUSD 10 million . o Mandatory early redemption provision amended so that if one collateral rig is subject to a sale, disposal or total loss, 40.00 per cent of the outstanding bonds shall be redeemed and if two or more of the collateral rigs are subject to a sale, disposal or total loss then 100.00 per cent of the outstanding bonds shall be redeemed. o Earn-out for the acquisition of the SSV Catarina to be allowed. o Financial covenant related to minimum liquidity (inc. RCF) increased toUSD 15 million (up fromUSD 10 million ). o Certain other amendments required as a consequence of the amendments described above, as further outlined in the Written Resolution. AboutVentura Offshore Holding Ltd. Ventura Offshore Holding Ltd. is a deep-water drilling contractor providing deep water offshore drilling services to the oil and gas industry. The Company's core activities are focused in the Brazilian offshore oil and gas market. The Company owns and operates one drillship, DS Carolina, and one semisubmersible drilling rig, SSV Victoria, and manages one drillship, Zonda, and one semisubmersible drilling rig, SSV Catarina. The Company is incorporated under the laws ofBermuda .
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