Aker ASA: Aker Enables Refinancing of Solstad Offshore

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FORNEBU, Norway, Oct. 23, 2023 /PRNewswire/ -- Reference is made to the stock exchange notice by Solstad Offshore ASA ("SOFF") today regarding the refinancing of Solstad Shipholding AS ("Solstad"). Aker ASA (via its wholly owned subsidiary Aker Capital AS, hereinafter "Aker") is pleased to announce that it has reached an agreement with Solstad, 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").

Aker has, together with Solstad, developed and negotiated NOK 9.7 billion in new credit facilities, underwritten by DNB and Eksfin, to fully refinance the fleet loan maturing 31 March 2024. As part of the Refinancing, Solstad will establish a parent company for a new corporate structure ("Solstad NewCo") in which a total of NOK 4.0 billion of new equity will be raised where Aker will contribute minimum NOK 2.25 billion and underwrite an additional NOK 0.75 billion to significantly improve the financial position of Solstad NewCo. In addition, AMSC will contribute the owning entity for the CSV Normand Maximus against issuance of NOK 1.0 billion equivalent of new shares in Solstad NewCo. The Refinancing and its competitive terms have been made possible through Aker's strong and long-term support to Solstad.

"The Refinancing will establish a robust industrial platform positioning Solstad NewCo as a global leading offshore operator with one of the most modern fleets of high-end vessels and a healthy balance sheet including NOK 4 billion of new equity. I would like to extend my appreciation towards DNB and Eksfin for their support in the Refinancing. The strong market outlook and the immediate deleveraging provides a solid basis for increased value creation with a clear ambition to initiate quarterly dividend payments from Solstad NewCo in 2024. This will further strengthen and diversify upstream dividends in Aker. Aker strongly supports the Solstad group, Solstad NewCo, its management team, and its competent organization," said Øyvind Eriksen, President & CEO of Aker.

Aker has worked closely with Solstad, DNB and Eksfin to solve a challenging refinancing situation which included multiple parties and diverging interests, especially from non-bank debt holders which will be fully repaid. Due to the complex nature of Solstad's current and potential liabilities, including a residual claim from former lease arrangements with respect to CSV Normand Maximus, the Refinancing entails the establishment of the Solstad NewCo structure.

Proforma 2023 EBITDA for Solstad NewCo, including CSV Normand Maximus contributed by AMSC, is estimated to be in the range of NOK 2.6-2.8 billion. Net debt in Solstad NewCo is estimated to be NOK 7.7-7.9 billion at year-end 2023, giving a Net Debt/EBITDA ratio below 3x. Solstad NewCo proforma 2024 EBITDA is estimated to be in the range of NOK 3.3-3.5 billion. Net debt year-end 2024 is estimated to be NOK 5.8-6.0 billion giving a Net Debt/EBITDA below 2x. Further, Solstad NewCo proforma 2025 EBITDA is forecasted to be in the range of NOK 3.7-4.1 billion.

The Refinancing will secure the position as a "going concern" for both SOFF and Solstad NewCo. SOFF will retain around 27 percent ownership of Solstad NewCo while existing shareholders of SOFF, excluding Aker, will receive subscription rights to participate in the NOK 0.75 billion tranche of the private placement of new shares, corresponding to around 14 percent ownership of Solstad NewCo. This tranche of the private placement will be underwritten by Aker in order for Solstad NewCo to satisfy certain requirements under the new credit facilities entered into as part of the Refinancing. Aker's direct ownership of Solstad Newco will be around 41 percent, depending on the extent the underwriting arrangement will be utilized, in addition to around 15 percent financial exposure through Aker's shareholding in Solstad and Akers' shareholding and TRS arrangements in AMSC.

"The refinancing provides a solution to the benefit of all stakeholders in Solstad. This combination will position both Solstad NewCo and the Solstad group for future growth and shareholder value creation in the projected strong offshore market going forward. Aker has been an instrumental contributor to the Solstad group from day one and without Aker's support, both over the past years and going forward, this Refinancing would not have been possible. Passing this important milestone means that we have landed a solid industrial solution," said Lars Peder Solstad, CEO of Solstad.

The Refinancing includes:

1. establishing a new corporate structure by contribution in-kind of certain subsidiaries and activities of Solstad;
2. a private placement directed towards Aker, raising gross proceeds of NOK 2.25 billion in cash against issuance of new shares in Solstad NewCo;
3. a private placement underwritten by Aker and directed towards all other existing shareholders in SOFF as of 27 October 2023, raising gross proceeds of NOK 0.75 billion against issuance of new shares in Solstad NewCo;
4. a private placement directed towards AMSC where the shares in the owning entity for CSV Normand Maximus is contributed in-kind against issuance of NOK 1.0 billion equivalent of new shares in Solstad NewCo;
5. a new senior secured term loan of NOK 9.7 billion, including debt related to CSV Normand Maximus, underwritten by DNB and Eksfin and a new senior secured RCF of NOK 0.75 billion underwritten by DNB.

In connection with the transaction, Aker, Solstad and AMSC will enter into a shareholders' agreement which gives each of Solstad and AMSC the right to appoint one board member to the board of directors, while Aker shall have the right to appoint a majority of the board members of Solstad NewCo. The shareholders' agreement will contain 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.

The components of the Refinancing are subject to customary closing conditions. Completion of the Refinancing is expected to take place around year-end 2023.

About Solstad's offering

With more than 50 years of experience, the Solstad group is one of the leading and most capable owners and operators of high-end offshore vessels offering maritime excellence to the global offshore energy markets. With its modern fleet, strong track-record, and solid competence, Solstad operates throughout the offshore energy industry, within both oil and gas and renewables. While the majority of Solstad's business has up to now been within oil and gas, its flexible fleet has already and will increasingly meet the growing activity within renewables. The renewables business currently accounts for about one third of Solstad's EBITDA.

The existing Windstaller Alliance between Aker Solutions, DeepOcean and Solstad within the renewables business will continue. The alliance combines the expertise of three offshore industry leaders to deliver an integrated and highly flexible service offering for offshore renewables projects. The three alliance partners have been involved in more than 60 percent of floating wind projects in Europe to date. In August 2023, the Windstaller Alliance successfully demonstrated its integrated offering on a floating wind project offshore Spain by executing a work scope including pre-survey, towing, mooring and dynamic cable installation with connection of a floating turbine. Solstad's modern vessels and competence was instrumental for the project, and the methodology utilized by the alliance is directly transferable to floating offshore wind projects worldwide.

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 Solstad's ticker "SOFF" on: https://newsweb.oslobors.no/

Media contact
Atle Kigen, Head of Media Relations and Public Affairs Aker ASA
Tel: +47 90 78 48 78
E-mail: atle.kigen@akerasa.com

Investor contact
Fredrik Berge, Head of Investor Relations Aker ASA
Tel: +47 45 03 20 90
E-mail: fredrik.berge@akerasa.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 Laila Hop, Paralegal, Aker ASA, on October 23, 2023, at 07:49 CEST.