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Sea Trucks Group is contemplating a new bond issue and an offer to redeem convertible bonds

 

07 March 2013

Sea Trucks Group Limited (“Sea Trucks”), one of the largest and fastest growing oil and gas marine contractors in West Africa, is pleased to announce that it is contemplating an issuance of senior secured bonds.  The intention of the issue is to provide an effective financing to enable Sea Trucks to pursue its strategic objectives, in which context Sea Trucks intends to replace its existing senior loan (the “Senior Loan”) and the outstanding US$200,000,000 Secured Pre-QPO Convertible Guaranteed Bonds due 2015 (the “Convertible Bonds”). 

Sea Trucks has experienced strong growth in recent years and is keen to consolidate its position as the contractor of choice for oilfield services in the markets in which it operates. Central to this strategy is the completion of its new-build program for additional vessels. 

Sea Trucks believes that the terms of the Convertible Bonds and the Senior Loan restrict Sea Trucks’ ability to achieve its strategic goals.  Moreover, accelerated amortisation of the Senior Loan over recent years has resulted in a loan to value security ratio which Sea Trucks considers inefficient. 

Sea Trucks has considered a number of refinancing opportunities and has determined that a new senior secured bond issue represents the most appropriate strategy to obtain secured financing, on terms which permit Sea Trucks to pursue its strategic objectives.  Accordingly, Sea Trucks is contemplating a new bond issue in parallel with a process to redeem the Convertible Bonds early, whereby the proceeds of the new bond would be used, in part, to fund the accelerated redemption of the Convertible Bonds.  

Sea Trucks is therefore pleased to announce an offer to the holders of the Convertible Bonds (the “Bondholders”) to accelerate the redemption of the Convertible Bonds, including the attached Enhanced Equity Rights, at a redemption price of 123 per cent of the outstanding principal amount of the Convertible Bonds together with accrued interest to the date of repayment and other terms (the “Offer”). The Offer is conditional, inter alia, on closing of the new senior secured bond issue.

Sea Trucks requires Bondholders holding, in aggregate, at least 75% of the principal amount of the Convertible Bonds outstanding to accept the Offer in order for Sea Trucks to proceed with the accelerated redemption of the Convertible Bonds and the Enhanced Equity Rights attached thereto.  The Paying Agent, BNY Mellon, will be circulating Sea Trucks’ Consent Request to the Bondholders to vote in favour of the Written Resolution.  The last date for Bondholders to vote will be 15 March 2013. 

Sea Trucks has received irrevocable undertakings from a group of Bondholders, holding in aggregate no less than 75%
of the principal amount of the Convertible Bonds, to consent to the Written Resolution.

Full details of the terms and conditions of the Offer are contained in the Consent Request and the Written Resolution which is attached to this notice and which has been delivered to the Trustee, Capita Trust Company Limited, 4th Floor,
40 Dukes Place, London EC3A 7NH.  Tel:+44 (0) 20 3367 8775 Attn: Peter Malcolm, email:  pmalcolm@capitafiduciary.co.uk.

Pareto Securities has been retained as Sole Financial Adviser in respect of the Offer.  In respect of the contemplated new bond issue, Pareto Securities has been retained as Sole Bookrunner and Africa Finance Corporation as Co-Manager.

 

For further details please contact College Hill: tel. +44 (0)20 7457 2020 attn. Matthew Tyler / Catherine Wickman

For further details of the offer please go to:

http://info.sgx.com/webcoranncatth.nsf/VwAttachments/Att_B8AF6CC3CB5874B548257B260061206A/$file/SGXAnnouncement-Final06-03-13v2.pdf?openelement