Restructuring Implementation Agreement
Reference is made to the stock exchange notice 31 March 2020 where Solstad Offshore ASA (the “Company”) and its subsidiaries (“SOFF” or the “Group”) informed that it had agreed on a plan with key stakeholders to finalise the negotiations for an agreement for the financial restructuring of the Group.
In accordance with the said plan, SOFF has today signed a Restructuring Implementation Agreement (the “RIA“) for a restructuring of the Group (the “Restructuring“). The key features of the Restructuring are:
- Debt to equity conversion of approximately NOK 10,9 billion
- New fleet loan maturing after 4 years
- Financing of additional liquidity
- Industrial shareholders to retain ownership of up to 33.34%
- Streamlining of corporate structure
The RIA has been entered into with a majority of the Restructuring’s key stakeholders, including all of its secured finance providers except for three financial providers in the Solship Invest 3 AS and Farstad Shipping AS silos (the “Senior Finance Parties“)
The RIA reconfirms the key elements of the Restructuring as described in the notice dated 31 March 2020:
- The Group’s balance sheet and liquidity will be notably strengthened.
- Debt in an amount equivalent to approximately 10,9 billion (based on fixed foreign exchange rates) will be converted into equity. The debt converted to equity consists of secured debt, leasing obligations, bond obligations and other unsecured debt. All debt converted to equity will have the same conversion rate.
- The Group’s fleet will be refocused, and 37 vessels of the older and less sophisticated vessels are envisaged to be sold or scrapped over a period of time. The long-term business of the Group will be based on a core fleet of approximately 90 vessels.
- The Group’s financial and company structure will be simplified. Apart from certain ring-fenced structures, surviving secured debt of the Company will be included in a fleet loan maturing after four years. The fleet loan will be made available in NOK and USD. At prevailing foreign exchange rates, the consolidated surviving debt of the Group will be in an amount equivalent to approximately NOK 9,058 million and USD 886 million.
A part of the new fleet loan in an amount equivalent to approximately NOK 0,9 billion, will be secured by the non-core vessels that are likely to be sold or scrapped within a limited period of time following completion of the Restructuring. The net proceeds from such sales will be used to repay the relevant part of the fleet loan, and any remaining amount will subsequently be converted into equity at the same conversion rate as the debt being converted into equity at completion of the restructuring.
- The SOFF 04 bonds will receive a fee of NOK 50 million financed by new equity, and the residual claim will be converted to equity in the Company. A bondholder meeting to resolve the Restructuring will be convened as soon as possible.
- The bondholders in Solship Invest 1 AS will be repaid an amount equal to Solship Invest 1 AS’ corporate cash (which amounts to approximately NOK 26 million). The residual claim will be converted to equity in the Company. A bondholder meeting to resolve the Restructuring will be convened as soon as possible.
- The leasing agreements for five vessels owned by subsidiaries of SFL Corp Ltd. have been terminated. The relevant lessors will receive a fee of NOK 10 million, and the residual claim will be converted into shares in the Company.
- The leasing agreements for two vessels owned by a subsidiary of Ocean Yield ASA, F‑Shiplease AS will be replaced by new lease agreements on amended terms. Claims under the existing lease agreements will be converted into shares in the Company. The charter rate payable under the new lease agreements shall be a reference rate equal to the average per vessel EBITDA in a pool of seven similar vessels. F-Shiplease AS will carry all upside/downside from the operation of its vessels during the charter period.
- Upon completion of the restructuring, the existing shares will represent 0.4%, and the converted debt will represent at least 64-75% of the Company’s shares.
- Existing industrial shareholders including Lars Peder Solstad and companies controlled by him (“LPS“) will continue to support the Company, and will be offered to subscribe for shares so as to retain an ownership of up to 1/3 of the shares in the Company upon completion of the restructuring. The industrial shareholders will also be offered to subscribe for a convertible loan in the Company which will be converted into shares in so far as necessary for them to maintain their shareholding following the conversion of the part of the new fleet loan that will be converted into equity upon the sale or scrapping of the Group’s non-core vessels (cf. item 4 above).
The remaining shareholders will be offered to subscribe for shares so as to retain a total ownership of up to 2%.
The Chairman of the Board Mr. Harald Espedal will be offered to subscribe for shares representing 0,9% of the shares in the Company. Fausken Invest AS, a company controlled by board member Frank O. Reite, will enter into a put/call agreement with Aker for shares with a subscription amount of NOK 1 million.
The shares to be subscribed by the industrial shareholders and Harald Espedal will be subject to a three year lock up period.
The total subscription amount for the shares and convertible loan to be issued in consideration for cash (to represent up to approximately 36% of the shares of Company upon completion of the restructuring) will be up to approximately NOK 72,5 million.
- LPS will be granted warrants through an incentive program, to achieve up to a 10% share of the Company (based on the shares outstanding, and including LPS’ shares, in the Company at completion of the Restructuring).
The effectiveness of the RIA is conditional on credit committee approvals with the Senior Finance Parties, to be obtained within 29 May 2020 or such later date that may be agreed with the Company.
The implementation of the Restructuring is further subject to the approval of the general meeting of the Company and relevant bondholders meetings, agreement on long form documentation with relevant stakeholders and related customary condition precedent documentation.
The closing of the Restructuring is expected to take place in July 2020, however the RIA has a long stop date which can be extended to 8 November 2020 if more time is required.
Some creditors in subsidiaries of Farstad Shipping AS and Solship Invest 3 AS have not yet acceded to the RIA. The inclusion in the restructuring of these companies and their debtors in the Group remains subject to further negotiations between the stakeholders. The Company expects that the Restructuring can be consummated in all material respect even if these creditors ultimately decide not to accede to the RIA.
All liabilities towards the financial creditors will be subject to standstill provisions in the period leading up to the closing of the Restructuring. Until the Restructuring is implemented, the Group continues its unilateral standstill towards certain creditors. In the bondholder meetings to be held in May, the bondholders will be asked to waive the current defaults in SOFF 04 and the Solship Invest 1 AS bond loan as were advised in the notice by the Company 31 March 2020.
To make the board quorate when deciding on the Restructuring, Mrs. Ellen Solstad has today stepped down from her board position.
CEO Lars Peder Solstad says in a comment:
“We are very pleased to announce this restructuring agreement today. It has been a long process leading up to this important milestone, and we are grateful to the stakeholders for their continued support and trust in our company. This agreement will be important for our clients, employees, financial creditors and shareholders, as it reduces uncertainty and will allow us to focus even more on our core activities which are delivering high quality services to our clients. Our industry is facing challenging times in light of the Covid-19 pandemic and the reduced oil price, but a restructured Solstad Offshore ASA will be in a much better position to handle these challenges.”
Skudeneshavn, 8 May 2020
Lars Peder Solstad CEO, at +47 91 31 85 85
Anders Hall Jomaas CFO, at +47 40 04 29 18
Solstad Offshore ASA
This information is subject of the disclosure requirements according to the Norwegian Securities Trading Act section § 5-12.