Ålesund, Skudeneshavn and Grimstad, 6 February 2017
Farstad Shipping ASA ("Farstad Shipping"), Aker Capital AS ("Aker"), a wholly owned subsidiary of Aker ASA, Hemen Holding Limited ("Hemen") (a company indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family), as well as Farstad Shipping's senior lenders, substantial parts of its bondholders, and F- Shiplease AS (a subsidiary of Ocean Yield ASA), have entered into an agreement (the "Restructuring Agreement") for a fully-funded financial restructuring of Farstad Shipping (the "Farstad Restructuring"). Furthermore, the parties to the Restructuring Agreement, together with Soff Invest AS and Ivan II AS (jointly the "Solstad Family Companies") and Tyrholm & Farstad AS, have agreed to work for a combination of Solstad Offshore ASA ("Solstad Offshore"), Farstad Shipping and Deep Sea Supply Plc ("Deep Sea Supply") following completion of the Farstad Restructuring, creating a world class OSV company (the "Combination"). As repeatedly expressed by a range of industry experts, the fragmented Norwegian OSV industry requires consolidation. By agreeing to complete the Farstad Restructuring and to work for the proposed Combination, senior lenders, bondholders and long-standing family owners supported by industrial investors are making a collective effort to secure a successful refinancing of Farstad Shipping and to create a new and robust OSV company operating out of Norway in the high-end segments of the global OSV industry.
"With this solution, we provide Farstad, Solstad and Deep Sea Supply with an industrial platform to sustain the current downturn in the OSV market and be well positioned to exploit a market recovery. We are pleased to have reached an agreement with our banks, bondholders and other stakeholders", says CEO Karl Johan Bakken of Farstad Shipping.
A successful completion of the Combination will create the largest company in the high-end global offshore supply vessel industry with a fleet of 154 vessels. When including all vessel classes and lower spec vessels, the company ranks fourth globally. The company will operate a fleet of 33 CSV, 66 PSV and 55 AHTS vessels deployed globally in all deep water hubs.
"For over a year we have advocated strongly for consolidation in the OSV industry. One step was taken through the merger of REM Offshore ASA into Solstad Offshore in 2016. With a successful completion of the Combination we would take further steps to build the world's leading OSV company", Lars Peder Solstad, CEO of Solstad Offshore comments. Following a successful completion of the proposed Combination, it is proposed that Solstad Offshore will be the parent company in the consolidated group, and will have support of two of the strongest participants in the shipping and offshore sector through Hemen and Aker.
"The proposed Combination is a necessary structural measure in today's OSV market, which will enable the combined company to achieve significant synergies through more efficient operations and a lower cost base", Jon Are Gummedal, CEO of Deep Sea Supply comments.
" We are excited by this opportunity to work closely with the Fredriksen group and other stakeholders to realize our ambition to establish an efficient global leader in the OSV segment. The proposed combination of Solstad's, Farstad's and Deep Sea Supply's operational experience, high quality fleet and global network together with the Fredriksen group's and Aker's industrial expertise, M&A capabilities and financial strength will provide a powerful platform through Solstad Offshore", says Øyvind Eriksen, President and CEO of Aker.
The new consolidated group, "Solstad Farstad", will build on the complementary strengths of the three companies, combining the existing Solstad Offshore's CSV capabilities with Farstad Shipping's AHTS experience, international presence and good, long-standing position in Brazil and Australia, together with Deep Sea Supply's cost efficient PSV operating model. The Combination will enable realization of substantial cost and revenue synergies in the range of NOK 400-650 mln annually that will further contribute to strengthen the combined company.
Lars Peder Solstad will be proposed as the Chief Executive Officer of the combined company, which will be headquartered out of Skudeneshavn, Norway. The focus of the initial discussions between the parties has been to create a company with a strong industrial position. The process to define the operating model and organizational structure of the combined company will be based on the competitive strengths of Farstad Shipping, Deep Sea Supply and Solstad Offshore. The companies will until further continue to operate as-is in their current organizational structure.
The Farstad Restructuring
The Farstad Restructuring will be undertaken as follows: (i) Farstad Shipping's creditors will convert existing and future debt claims to equity (the "Debt Conversion")
Under the Debt Conversion, Farstad Shipping's senior lenders, bondholders and F-Shiplease AS (a subsidiary of Ocean Yield ASA) will complete a debt to equity conversion as follows: a) Farstad Shipping will assume debt owing by its subsidiaries to certain senior lenders in the amount of NOK 940,000,000 and the senior lenders will then convert those NOK 940,000,000 into 752,000,000 new shares of Farstad Shipping at a price of NOK 1.25 per share.
b) The senior lenders will release Farstad Shipping's subsidiaries of their obligation to pay NOK 332,000,000 in future interest in exchange for a NOK 271,000,000 claim against Farstad Shipping (equaling the net present value of such future interest payments), and the NOK 271,000,000 claim will be converted into 774,285,714 new shares of Farstad at a share price of NOK 0.35.
c) The outstanding bond debt in FAR03 and FAR04 with a total outstanding amount of NOK 1,406,895,444.44, representing a principal of NOK 1,400,000,000 plus interest in the amount of NOK 6,895,444.44, shall be converted into 1,125,516,355 new shares of Farstad at share price NOK 1.25.
d) F-Shiplease AS (a wholly owned subsidiary of Ocean Yield ASA) will release Farstad Supply AS of its obligation to pay NOK 70,000,000 of the "amortization" element and NOK 109,036,299 of the "interest" element of its two bare-boat leasing agreements with F-Shiplease, in exchange for a NOK 160,858,516 claim against Farstad Shipping (equaling the sum of the NOK 70,000,000 "amortization" element and the net present value of the "interest" element being NOK 90,858,516). The NOK 70,000,000 "amortization" element of the claim will be converted into 56,000,000 new shares of Farstad at a price of NOK 1.25 per share, whereas the NOK 90,858,516 "interest" element of the claim will be converted into 259,595,760 new shares of Farstad Shipping at a share price of NOK 0.35.
(ii) The existing financing agreements of Farstad Shipping will be amended (the "Farstad Amended Financing Terms")
The terms and conditions of the existing financing agreements for Farstad Shipping (except for financing agreements with Westpac and BNDES) will be amended and harmonized, including by adding the following features:
a) The amortization profile of the loans (after adjustment for the amounts converted to equity) shall be reduced to 10% of the original profile from Q1 until 31 December 2021. Commencing in Q1 2022 the balance of amortizing senior debt will become amortizing in linear instalments of 20% per year, whereas senior loans with a bullet repayment profile will receive an extraordinary repayment of 4% in Q2 2019. The final maturity date for all loans (with maturity date prior to the new maturity date) will be extended to Q4 2023 ;
b) A cash sweep mechanism will be introduced ;
c) In addition to certain financial covenants, restrictions will be introduced with respect to Farstad's ability to pay dividends, incur new debt, carry out equity issues and make capital expenditures ;
d) Minimum value clause at 100% across the group's fleet (but suspended throughout 2019) ;
e) Removal of current ownership covenants ;
f) Pre-approval of sale of older vessels at prices below secure debt using agreed mechanisms.
For the F-Shiplease lease agreements, a part of the lease payments will be deferred from Q1 2017 and until Q4 2021. Commencing in Q1 2022, the lease payments will revert to the original levels and in addition all deferred payments will become repayable in linear instalments of 20% per year, with a bullet repayment of deferred payments in Q4 2023. The maturity dates of the leases remain unchanged, being March and June 2025, and a new cash sweep mechanism will be introduced in the leases.
(iii) Farstad Shipping will issue NOK 650 mln of new equity fully underwritten by Aker and Hemen (the "Equity Issue") The Equity Issue, which is fully underwritten by Aker and Hemen on a 50:50 basis, will consist of a NOK 450 mln share issue to Hemen and Aker ("Private Placement 1"), a NOK 150 mln share/convertible bond issue to Farstad Shipping's bondholders and Tyrholm & Farstad Invest AS (an affiliate of Farstad Shipping's main shareholder) ("Private Placement 2") and a NOK 50 mln repair issue to existing Farstad Shipping shareholders who are not allocated shares in Private Placement 2 (the "Repair Issue"). The subscription price in the Equity Issue will be NOK 0.35 per share. Aker and Hemen will each subscribe for shares for NOK 225 mln in Private Placement 1, and will subscribe for and be allocated any remaining part of the Equity Issue that is offered to but not subscribed by bondholders or Farstad Shipping's shareholders. As of today's date, Farstad's bondholders have in aggregate undertaken to subscribe for NOK 50 mln in Private Placement 2, and Tyrholm & Farstad Invest AS has undertaken to subscribe for shares for a total amount of NOK 50 mln in the Equity Issue. In case Tyrholm & Farstad Invest AS' subscription cannot be fully covered under Private Placement 2 due to additional bondholder subscriptions, Aker and Hemen's allocations in Private Placement 1 will be reduced correspondingly on a 50:50 basis as needed to ensure that Tyrholm & Farstad Invest AS is allocated shares for a total amount of NOK 50 mln.
(iv) Aker and Hemen have agreed to participate in the take-out financing of the newbuild "FAR Superior" As part of the Farstad Restructuring, Aker and Hemen have agreed with Farstad Shipping's senior lenders that each of Aker and Hemen will, subject to certain conditions, participate with up to NOK 50 mln (in total 100 mln) in a NOK 300 mln take-out facility for the financing of the final instalment payable by Farstad Shipping to Vard Singapore upon delivery of the newbuild "FAR Superior" expected be delivered from Vard Singapore's Vietnamese shipyard in February 2017. Any such participation by Aker and Hemen shall be considered an advance on their subscription obligations in Private Placement 1 and reduce their remaining subscription obligations NOK for NOK. Upon completion of the Farstad Restructuring, assuming that Hemen and Aker combined subscribe for NOK 550 mln being the entire remaining part of the Equity Issue which is not already allocated to Tyrholm & Farstad Invest AS (NOK 50 mln) and subscribing bondholders (NOK 50 mln), Aker will hold 785,714,285 shares representing approximately 16.2% of the shares and votes in Farstad Shipping, F-Shiplease AS, a wholly owned subsidiary of Ocean Yield ASA, a subsidiary of Aker ASA, will hold 315,595,760 shares representing approximately 6.5% of the shares and votes in Farstad Shipping, and Aker and F-Shiplease AS will in the aggregate hold 1,101,310,045 shares representing approximately 22.6% of the shares and votes in Farstad Shipping. Hemen will hold 785,714,285 shares representing approximately 16.2% of the shares and votes in Farstad Shipping.
If however Aker and Hemen combined subscribe for only NOK 400 mln as a result of not being allocated any shares issued in Private Placement 2 or Repair Issue and Tyrholm & Farstad Invest AS being allocated its full subscription of 142,857,142 shares under Private Placement 1, Aker will hold 571,428,571 shares representing approximately 11.7% of the shares and votes in Farstad Shipping and F-Shiplease AS will hold 315,595,760 shares representing approximately 6.5% of the shares and votes in Farstad Shipping, and Aker and F- Shiplease AS will in the aggregate hold 887,024,331 shares representing approximately 18.2% of the shares and votes in Farstad Shipping. Hemen will hold 571,428,571 shares representing approximately 11.7% of the shares and votes in Farstad Shipping.
Assuming a subscription of NOK 50 mln (142,857,142 shares) by Tyrholm & Farstad Invest AS, Sverre A. Farstad and his affiliated companies Tyrholm & Farstad AS and Tyrholm & Farstad Invest AS will hold in aggregate 159,653,342 shares representing approximately 2.9% of the shares and votes in Farstad Shipping after the Farstad Restructuring. The Farstad Restructuring is expected to be completed during first half of 2017. Closing is dependent on, among other things, final loan documentation, approval by the bondholders in Farstad Shipping's two outstanding bond loans FAR03 and FAR04, and the approval of the credit committees of the senior lenders. Completion of the Farstad Restructuring is not dependent on the Combination being completed. Large Bondholders in FAR03 and FAR04 have undertaken to vote in favor of the Farstad Restructuring. Further, Tyrholm & Farstad AS, Farstad Shipping's largest shareholder holding 15,796,199 shares representing 40.5% of the shares and votes in the company, has undertaken to vote in favor of the Farstad Restructuring. The same applies to Sverre A. Farstad (1,000,000 shares, or 2.56%) and Jan H. Farstad (1,050,000 shares, or 2.69%).
A prospectus will be published in connection with the new shares issued in Farstad Shipping pursuant to the Farstad Restructuring in accordance with applicable regulations. The Combination of Solstad Offshore, Farstad Shipping and Deep Sea Supply
The Combination is proposed to be structured as follows: (i) Deep Sea Supply and Farstad Shipping will merge into and be established as individual subsidiaries under Solstad Offshore, with shareholders of Deep Sea Supply and Farstad Shipping receiving shares in Solstad Offshore as consideration (the "Mergers").
Under the Mergers, Farstad will merge with a newly incorporated subsidiary of Solstad Offshore and Farstad's former shareholders will receive shares in Solstad Offshore as merger consideration. The exchange ratio in the Solstad Offshore / Farstad merger will be 0.35:12.50 Farstad shares per Solstad Offshore share.
Contemporaneously with the Solstad Offshore / Farstad merger, Deep Sea Supply will combine with Solstad Offshore in a merger or merger-like transaction whereby all of Deep Sea Supply's assets, rights and obligations will ultimately be transferred to a subsidiary of Solstad Offshore against consideration in the form of Solstad Offshore shares. The amount of Solstad Offshore consideration shares issued will be based on an agreed exchange ratio of 1.32:12.50 Deep Sea Supply shares per Solstad Offshore share.
(ii) The existing financing agreements of Solstad Offshore and Deep Sea Supply will be sought amended and harmonized with the Farstad Amended Financing Terms.
(iii) In connection with the Combination, Solstad Offshore will complete a NOK 200 mln private placement directed towards Hemen at a subscription price of NOK 12.50 per share. The proceeds from the private placement will passed on by Solstad Offshore to the part of the new group comprising the former Deep Sea Supply operations.
(iv) Aker will convert its NOK 250 mln convertible loan to Solstad Offshore in exchange for shares, such convertible loan having originally been granted to Solstad Offshore in 2016 together with a NOK 250mln equity investment by Aker in Solstad Offshore.
(v) Solstad Offshore's dual share class structure will be collapsed, and all Class A and Class B shares will be converted to common shares on a 1:1 basis.
(vi) Solstad Offshore will assume Farstad Shipping's obligations under any convertible bond issued as part of the Equity Issue (with logical amendments to the convertible bond issue). The transaction elements listed above are interdependent and will become effective simultaneously upon completion of the Combination. The Combination has not been considered or approved by the respective boards of directors of Solstad Offshore and Deep Sea Supply, and remains subject to, among other things, their review and approval. Further, the Combination is subject to, among other things, agreement on final transaction documentation, competition authority approvals and relevant corporate resolutions. The senior lenders in Farstad Shipping have undertaken to vote in favour of and otherwise support the Combination, including by voting in favour of any changes to the board of directors of Farstad Shipping as Aker and Hemen may jointly propose. Further, the senior lenders have undertaken a lockup obligation preventing them from selling their shares in Farstad Shipping until such time as the Combination is finally approved or until 30 September 2017, unless otherwise agreed with Aker and Hemen.
The total issued number of shares and votes of Solstad Offshore upon completion of the Combination is expected to be 292,524,298. If Hemen and Aker combined has subscribed for NOK 550 mln in the Farstad Restructuring Equity Issue, Aker will hold 63,668,050 shares representing approximately 21.8% of the shares and votes in Solstad Offshore, F-Shiplease AS, a wholly owned subsidiary of Ocean Yield ASA, a subsidiary of Aker ASA, will hold 8,836,681 shares representing approximately 3.0% of the shares and votes in Solstad Offshore, and Aker and F-Shiplease combined will hold 72,504,731 shares representing approximately 24.9% of the shares and votes in Solstad Offshore. Following the conversion of the NOK 250 mln convertible loan, Aker will no longer hold any rights to shares in Solstad Offshore. Under the same assumptions, Hemen will hold 52,133,037 shares, representing approximately 17.9% of the shares and votes in Solstad Offshore.
If Hemen and Aker combined has subscribed for only NOK 400 mln in the Farstad Restructuring Equity Issue, Aker will hold 57,668,050 shares representing approximately 19.8 % of the shares and votes in Solstad Offshore, F-Shiplease AS, a wholly owned subsidiary of Ocean Yield ASA, a subsidiary of Aker ASA, will hold 8,836,681 shares representing approximately 3.0% of the shares and votes in Solstad Offshore, and Aker and F-Shiplease combined will hold 66,504,731 shares representing approximately 22.8% of the shares and votes in Solstad Offshore. Following the conversion of the NOK 250 mln convertible loan, Aker will no longer hold any rights to shares in Solstad Offshore. Under the same assumptions, Hemen will hold 46,133,037 shares, representing approximately 15.8% of the shares and votes in Solstad Offshore.
Aker and Hemen have agreed to adjust their shareholdings following completion of the Combination so that they end up as approximately equal shareholders in the combined company. The Solstad Family Companies will following the Combination hold 21,066,965 shares representing approximately 7.2% of the shares and votes in Solstad Offshore.
Sverre A. Farstad and his affiliated companies Tyrholm & Farstad AS and Tyrholm & Farstad Invest AS will following the Combination hold in aggregate 4,470,294 shares representing approximately 1.5% of the shares and votes in Solstad Offshore.
The final shareholdings will depend on the take-up of the Farstad Shipping Equity Issue and any amendments that may be made to the proposed terms of the Combination. Further details of the proposed Combination will be presented in due course and in accordance with applicable regulations. Subject to agreement on final transaction documentation and the other conditions mentioned above, the Combination is expected to be completed during 2017. *** Aker ASA´s Chief Financial Officer Frank Reite is a member of the board of directors of Solstad Offshore. Ellen Solstad and Lars Peder Solstad of the Solstad family, who through their related companies Soff Invest AS and Ivan II AS hold shares in Solstad Offshore are a member of the board of directors and the chief executive officer, respectively, of Solstad Offshore. Sverre A. Farstad is the chairman of the board of Farstad Shipping. *** A joint press briefing will be hosted at Aker's offices at Fornebu today at 14:00 CET.
Contact: Karl Johan Bakken, Chief Executive Office of Farstad Shipping at +47 901 05 697
Atle Kigen, Head of corporate communications of Aker ASA at +47 9078 4878.
Lars Peder Solstad, Chief Executive Officer of Solstad Offshore ASA at +47 913 18 585 or Sven Stakkestad, Deputy Chief Executive Officer of Solstad Offshore ASA at +47 905 15 802.
Anders Hall Jomaas, Chief Financial Officer of Deep Sea Supply Plc at +47 400 42 918