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loan facility (the “Existing Facilities”), subject to final approvals being
obtained by all lenders. The Transaction is also supported by shareholders
representing 54% of the shares in the Company.
The Transaction involves the equitisation of USD 193 million of the Existing
Facilities in return for 90% of the shares in Prosafe post Transaction. Existing
shareholders will initially hold 5% of the shares in the Company and will be
offered an additional 5% of shares in the form of penny warrants (at EUR 0.01
per share).
The Transaction also includes a reinstatement of the Existing Facilities and new
money financing on the following basis (together, the “New Facility”):
a. a super senior secured facility of USD 150 million, comprising (i) USD 75
million by way of new money injections, backstopped by an ad hoc group of
creditors, and (ii) USD 75 million of elevated and reinstated debt under the
Existing Facilities, each maturing 31 December 2029 (or, subject to certain
conditions, the date on which the Eurus Seller’s Credit falls due); and
b. a reinstated senior secured facility comprised of USD 75 million of
reinstated debt maturing 31 December 2029 (or, subject to certain
conditions, the date on which the Eurus Seller’s Credit falls due).
The post Transaction shareholdings above are calculated based on an assumption
of full exercise of shareholder warrants, but before any new management
incentive program which may be established post Transaction.
The Transaction shall include the following features (among other things):
a. the establishment of a new Norwegian domiciled holding company, shares of
which will be charged to lenders under the New Facility, to be interposed
between the Company and certain of its subsidiaries;
b. no fixed amortisation in respect of the New Facility, which shall be
repayable in full at maturity;
c. a fee (the “Fee”) shall be payable to the lenders of the super senior
secured facility of USD 5 million at maturity; and
d. interest of SOFR + margin (sized to 11% per annum) on the New Facility,
payable in cash. The senior secured facility will include the ability for
the Company to pay 2% cash interest and 9% PIK interest as an alternative to
11% full cash interest subject to certain conditions.
The Transaction will provide the Company with a sustainable capital structure
and sufficient liquidity to meet its capital expenditure and working capital
needs for the foreseeable future. Total gross debt post the Transaction will be
approximately USD 306 million, consisting of a USD 155 million super senior
facility (including the Fee), a USD 75m senior facility and the USD 75.5 million
remaining Cosco Seller’s Credit for Safe Eurus. Total net debt post the
Transaction will be approximately USD 220 million, with unrestricted liquidity
(after transaction costs) of approximately USD 80 million.
Transaction completion is subject to agreeing customary documentation with
lenders and shareholders, final lender approvals and formal shareholder
approvals (including approval at an extraordinary general meeting of the
Company’s shareholders).
The Company has been granted a waiver from its lenders under the existing USD
250 million loan facility and a forbearance from its lenders under the existing
USD 93 million loan facility until 31 July 2025, in both cases with respect to
interest payments. The minimum liquidity covenant under the respective
facilities has also been reduced to USD 10m.
The Company aims to conclude the Transaction by Q3 2025. The Company will make
further announcements as and when there are further developments regarding
implementation of the Transaction. Notice to convene an extraordinary general
meeting of the Company’s shareholders to approve the Transaction will be issued
shortly.
Terje Askvig, CEO said “We are very pleased with the support shown by our
lenders and a significant part of our shareholders through this agreement. This
is an important step in the refinancing of Prosafe. This agreement, in
combination with the improved balance sheet, will ensure that Prosafe continues
to be the world’s leading provider of floating accommodation vessels and Units
for Maintenance and Safety (UMS).”
For further information, please contact:
Terje Askvig, CEO Phone: +47 952 03 886
Reese McNeel, CFO Phone: +47 415 08 186
Prosafe is a leading owner and operator of semi-submersible accommodation
vessels. The company is listed on the Oslo Stock Exchange with ticker code PRS.
For more information, please refer to https://www.prosafe.com
(https://protect.checkpoint.com/v2/https:/www.prosafe.com.YzJlOnNjaGpkdGFz
OmM6bzo1ZmIzZjA5OTkwODllMDM5MjU4ZDFjMjJhNGViMjJiZTo2OmRmMWI6MWQ4ZTc1YTliMWViNDYy
ZTVjMjU4NzlkMzcyMmYyMDc1NjM5MDBkNWRiYzc4YWZlOTNjNmMxM2EzNGZhNDI3NTpwOlQ6Tg)
(https://www.prosafe.com/).
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Line Bliksmark, Marketing and Communications
Manager, on 24 April 2025, at approx. 09:00 CET.
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