AMSC ASA: Agreement on participation in Solstad Offshore’s refinancing transaction
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Lysaker, October 23, 2023 – Reference is made to the stock exchange announcement by Solstad Offshore ASA (“SOFF”) today that Solstad Shipholding AS (“Solstad”) has reached an agreement with Aker ASA (via its wholly owned subsidiary Aker Capital AS, hereinafter “Aker”), AMSC ASA (“AMSC”), DNB Bank ASA (“DNB”) and Export Finance Norway (“Eksfin”) for an overall refinancing solution which will create a robust industrial platform going forward (the “Refinancing”).
AMSC will participate in the Refinancing through contributing 100% of the shares in Offshore Leasing I, which owns the CSV Normand Maximus with corresponding bareboat contract and secured bank debt, in kind, in return for new common shares in the parent company of the new corporate structure (“Solstad NewCo”) which will be established in connection with the Refinancing.
The Refinancing is based on a pre-money valuation of Solstad NewCo of NOK 1,500 million. AMSC’s contribution to Solstad NewCo is valued at NOK 1,000 million, based on an enterprise value of Offshore Leasing I of USD 177.5 million per 31 December 2023, with assumed outstanding debt of USD 86.5 million. Following completion of the transaction, AMSC expects to hold approximately 18.2% of the shares and votes in Solstad NewCo.
The subscription price per Solstad NewCo share in the transaction will be similar to the subscription price per share in the NOK 3.0 billion private placements of shares in Solstad NewCo directed towards Aker and existing Solstad shareholders, provided that if currency fluctuations result in the contribution being valued lower than NOK 1,000 million at closing, the subscription price will be reduced in so far as necessary to issue the agreed number of shares on the basis of the agreed valuation of NOK 1,000 million, as further described in the stock exchange announcement from SOFF.
In connection with the transaction, AMSC, Aker and Solstad will enter into a shareholders’ agreement which shall give each of AMSC and Solstad the right to appoint one board member and one observer to the board of directors of Solstad NewCo. Aker shall have the right to appoint a majority of the board members of Solstad NewCo. The shareholders’ agreement contains 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.
Completion of the Refinancing, including AMSC’s contribution of the shares in Offshore Leasing I in exchange for shares in Solstad NewCo, is subject to customary closing conditions. Completion of the Refinancing is expected to take place around year-end 2023.
Pål Lothe Magnussen, CEO of AMSC, commented that “We are excited to become a significant shareholder in Solstad NewCo, and continue the cooperation with Solstad that started last year through the acquisition and bareboat lease of the CSV Normand Maximus. We believe Solstad NewCo is an attractrive investment for AMSC as it maintains our exposure to the offshore industry while diversifying from one vessel to a broader fleet of high quality CSV and AHTS vessels. Solstad NewCo is well positioned in a strong and improving offshore market, and will following the Refinancing be financially healthy and have a clear ambition to initiate quarterly dividend payments in 2024.”
Pro-forma for this transaction, AMSC’s balance sheet will include about USD 60 million of cash in addition to the shares in Solstad NewCo and no external debt. AMSC’s ambition is to continue to invest in the maritime space, seek attractive risk/reward opportunities and intend to continue paying attractive quarterly dividends to its shareholders. Dividend guidance for the next quarterly dividend is $0.05 per share.
For further information and the complete details about the refinancing transaction and terms, please refer to Solstad Offshore ASA’s announcement from today available at: https://newsweb.oslobors.no/
AMSC ASA Contacts:
Pål Lothe Magnussen, +47 90 54 59 59, pm@amscasa.com
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.
This stock exchange announcement was published by Morten Bakke, CFO, at 07:50, October 23, 2023.