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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Hamilton, Bermuda, 6 March 2023
Archer Limited (âArcherâ, the âCompanyâ and together with its subsidiaries the
âGroupâ) is pleased to announce that it has reached an agreement in principle
with its secured lenders and other stakeholders for an overall refinancing
solution which will create a holistic and robust financial platform for the
Group (the âRefinancingâ).
The refinancing solution includes a new senior 1[st] lien facility of USD 260
million, a new USD 200 million 2[nd] lien bond, conversion of the outstanding
Convertible Bond to equity and issuance of a minimum USD 100 million of new
equity.
The Refinancing represents a contemplated pro-forma net debt of USD 413 million,
equaling an opening leverage of 3.7x based on the mid-point of ´23 guided
EBITDA. The consolidated net debt package is expected to be less than 20% of the
Companyâs current revenue backlog. The total financing package have an estimated
cash cost of SOFR + 4.3%, pending actual leverage ratio, and total cost,
including PIK element on 2[nd] lien bond, of SOFR + 6.5%.
Dag Skindlo, the Companyâs CEO, comments:
"This comprehensive refinancing for Archer is a balanced solution to a
significant balance sheet overhang and leaves the Company well placed to
capitalise on the significant opportunities we see ahead, in a much more
positive trading environment for oil field services.
I would like to thank all of our stakeholders for supporting us in
recapitalising the Company and together with my colleagues much look forward to
focusing on running the business for value in the future."
Details of the Refinancing
The Refinancing consists of the following main elements:
New Senior 1[st] Lien Facility
New 1[st] Lien USD 260 million multicurrency facility with DNB Bank ASA,
Skandinaviska Enskilda Banken AB (Publ) Oslo branch and Sparebank1 SR-Bank ASA
as lenders, and Archer Norge AS and Archer Assets (UK) Ltd. as borrowers (the
âSenior Facilityâ) consisting of:
¡
¡ USD 150 million term loan facility
¡ USD 100 million revolving credit facility
¡ USD 10 million guarantee facility with possibility to upsize with further
USD 5 million
The Senior Facility will have a tenor of 4 years and a margin of SOFR + margin
between 300-550 bps. The Senior Facility will be secured through a first
priority share charge over the shares of each guarantor, assignments of
intragroup loans and will have a shared security package with the 2[nd] Lien
Bonds (as defined below) subject to an intercreditor agreement which is expected
to be entered into between the lenders. The facility will be subject to
customary financial covenants. Net proceeds will be used to refinance the
Groupâs existing 1[st] lien debt. Please refer to slide 66 in the attached
presentation for further details.
New fully backstopped 2[nd] Lien bond issue
New 2[nd] Lien USD 200 million bond issue with a 4.25 years tenor (the â2[nd]
Lien Bondâ) with SOFR plus 5% cash interest and 5% PIK, to be issued by the
Companyâs indirect subsidiary Archer Norge AS. The 2[nd] Lien Bond is fully back
-stopped by a consortium led by Hemen Holding Limited (âHemenâ). The 2[nd] Lien
Bonds are subject to customary covenants and will be secured on a 2[nd] lien
basis with a shared security package with the Senior Facility. Marketing under
the 2[nd] Lien Bond is expected to commence shortly after completion of the
Private Placement as further detailed below. Net proceeds will be used to
refinance the Groupâs existing 1[st] lien debt. Please refer to slide 67 in the
attached presentation for further details regarding the 2[nd] Lien Bond.
Conversion of convertible bond
As part of the Refinancing, the Company has agreed in principle with the lender
under the Groupâs USD 13.1 million convertible loan (the âConvertible Loanâ)
that the Convertible Loan shall be converted to common shares in the Company
(the âConversion Sharesâ). The conversion price will be the lower of the
subscription price in the Private Placement (as defined below) and the
conversion price calculated in accordance with the existing terms for the
Convertible Loan. The Conversion of the Convertible Loan is subject to approval
from parties holding at least 50% of the ordinary shares of the Lender and
holders of at least a majority (by value) of certain senior secured notes issued
by the Lender to release the security granted over the Convertible Loan (the
âLender Consentsâ). The conversion of the Convertible Loan is furthermore
subject to approval by the SGM (as defined below) of the required increase of
the Companyâs authorised share capital. The Conversion Shares will be subject
to a six month lock-up from the time of issuance.
New equity - contemplated private placement of shares
As part of the Refinancing, the Company will seek to raise the NOK equivalent of
USD 100 million in new equity through a contemplated private placement of new
common shares (the âPrivate Placementâ). The subscription price per Offer Share
has been set to NOK 1 (the âOffer Priceâ), based on a broad wall-crossing
exercise targeting both existing shareholders and new investors. The Private
Placement will be directed towards new and existing shareholders in the Company
subject to applicable exemptions from the obligation to prepare a prospectus
pursuant to the EU Prospectus Regulation. The Company has received indications
that Hemen will subscribe for the NOK equivalent of USD 25 million in the
Private Placement. Hemen has agreed to a six month lock up on shares held in
Archer, including the Offer Shares allocated in the Private Placement. The
Company has furthermore received indications that the Companyâs largest
shareholder, Paratus Energy Services Limited (âParatusâ) will subscribe its pro
rata allocation based upon its interest in the issued share capital of the
Company, being the NOK equivalent of USD 15.5 million. The Company has
furthermore received indication that the Companyâs CEO, CFO and member of the
Board, Jan Erik Klepsland will participate in the Private Placement. Net
proceeds will be used to refinance the Groupâs existing 1[st] lien debt.
The Companyâs Board will, subject to completion of the Private Placement,
consider to carry out a subsequent offering of new shares (the âSubsequent
Offeringâ) which, subject to applicable securities laws, will be directed
towards existing shareholders in the Company as at 6 March 2023 (as registered
with the VPS on 8 March 2023) who (i) were not allocated Offer Shares in the
Private Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful, or would (in jurisdictions other than Norway)
require any prospectus filing, registration or similar action. The Subsequent
Offering is expected to be launched shortly after publication of the Prospectus
(as defined below).
For further details, please refer to the separate announcement relating to the
contemplated private placement.
Conditions and timeline
¡ The Refinancing is inter-conditional, and subject to agreement on final form
documents for the 1[st] Lien facility, the loan agreement relating to the 2[nd]
Lien bonds as well as the intercreditor agreement.
¡ The new common shares in Tranche 2 of the Private Placement and issuance of
the Conversion Shares will be subject to approval by the SGM of an increase in
the authorized share capital of the Company.
¡ The 1[st] Lien Facility and the 2[nd] Lien Bond are inter-conditional and
subject to completion of the Private Placement and the conversion of the
Convertible Loan.
¡ The Convertible Loan is conditional upon completion of the Private Placement
and the conditions for satisfaction of the terms of the 1[st] Lien Facility and
the 2[nd] Lien Bond being satisfied (except only for the conversion of the
Convertible Loan).
¡ Listing of the new common shares and the consummation of the Subsequent
Offering and listing of any common shares issued pursuant thereto is conditional
upon the approval and publication of a combined offering and listing prospectus
which is expected to take medio March 2023 (the âProspectusâ).
Subject to satisfaction of conditions for completion of all elements of the
Refinancing, it is expected that overall completion of the Refinancing will take
place within 30 April 2023.
Dilution and equal treatment considerations
The Company is of the view that the Group will derive economic and other
benefits from the Private Placement and the Refinancing, that the Private
Placement and the Refinancing are in the best commercial interests of the
Company and has deemed it advisable and in the best interests of the Company and
its shareholders to raise capital and redeem debt in this manner.
The Board considers that although the Refinancing, including the Private
Placement, will imply a dilution of the existing shareholders of the Company,
the pricing has been determined on the basis a broad wall-crossing exercise
targeting both existing shareholders and new investors, that existing
shareholders, to the extent possible, will be given the opportunity to
participate in, and be allocated shares in the Private Placement and that the
remaining shareholders will be given the opportunity to mitigate the effect of
the Refinancing through participation in a contemplated subsequent repair
offering. Taking these factors into consideration, and balancing the Companyâs
need to refinance the Companyâs debt through the contemplated Refinancing and
the interests of the minority shareholders, the Board is of the view that the
transactions, taken as a whole, represent a balanced solution taking into
account the common interest of the Company and its shareholders, cf. section 5
-14 of the Norwegian Securities Trading Act.
Advisors
DNB Markets, part of DNB Bank ASA (âDNB Marketsâ) is acting as financial advisor
to the Company in connection with the overall Refinancing solution.
DNB Markets, Pareto Securities AS, Sparebank 1 Markets, Skandinavia
Enskildabanken AB (Public) Oslo Branch and Arctic Securities AS are acting as
Joint Bookrunners for the Private Placement (jointly the âManagersâ).
Fulcrum Advisory Partners LLP (âFulcrum Partnersâ) provided consultancy services
to the Company in connection with the Refinancing.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and
Advokatfirmaet Wiersholm AS is acting as legal advisors to the Managers.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Joachim Houeland, Manager Treasury
and Investor Relations of the Company, on 6 March 2023 at 16:30 (CET).
For additional information, please contact:
Dag Skindlo, Chief Executive Officer, Mobile: +4798226624,
Email:dag.skindlo@archerwell.com
Espen Joranger, Chief Financial Officer, Mobile: +47 982 06 812, Email:
espen.joranger@archerwell.com
Joachim Houeland, Manager Treasury and Investor Relations, Mobile: +47 482 78
748, Email: joachim.houeland@archerwell.com
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the âSecurities
Actâ), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to âqualified institutional buyersâ as defined in Rule 144A under
the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The âProspectus Regulationâ
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the âOrderâ) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as ârelevant personsâ). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investments activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as âbelieveâ, âexpectâ, âanticipateâ,
âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Such assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict. Such risks, uncertainties, contingencies
and other important factors could cause actual events to differ materially from
the expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying any forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on any forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither the
Managers nor any of their respective affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. The distribution of
this announcement and other information may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions. This announcement is an advertisement and is not a
prospectus for the purposes of the Prospectus Regulation as implemented in any
Member State.
Kilde
