Eneti Inc. announced that one of its wholly-owned direct subsidiaries entered into a binding agreement with Marubeni Corporation, INCJ, Ltd. and Mitsui O.S.K., Lines Ltd. under which Eneti will acquire 100% of Atlantis Investorco Limited, the parent of Seajacks International Limited, for consideration of approximately 8.13 million shares, $299 million of assumed net debt, $74 million of newly-issued redeemable notes, and $12 million of cash, according to the company's release.
The share consideration is comprised of 7,433,031 common shares and 700,000 preferential shares in Eneti, subject to closing adjustments. The preferred shares hold a liquidation preference, will receive regular dividends, are without voting rights, and will be converted to common shares (subject to certain conditions). In order to satisfy a portion of Seajacks’ debt, the Sellers will receive cash consideration of $12 million. At closing, the Company will issue subordinated redeemable notes totaling $73,599,849. Eneti will also assume $87,650,000 of subordinated, non-amortizing debt due in September 2022 and owed to financial institutions with guarantees provided by the Sellers. The remaining existing secured debt of approximately $267,532,868 will be satisfied in full upon closing of the transaction.
Upon closing, existing Eneti shareholders will own 58% of Eneti and the Sellers will own 42%. As a result of the transaction, Mr. Hiroshi Tachigami of Marubeni Corporation, and Mr. Peter Niklai of INCJ, Ltd. will join the Eneti Board of Directors.
As part of the transaction, Eneti has received a commitment from ING Bank N.V. for a senior secured non-amortizing revolving credit facility of up to $60 million. The credit facility, which includes sub-limits for performance bonds, has a final maturity of August 2022 and bears interest at LIBOR plus a margin of 2.45% per annum, and is subject to certain conditions precedent and the execution of definitive documentation.
Based upon projected earnings from existing and projected employment, Seajacks is expected to have EBITDA in 2021 in the region of $125 million. EBITDA projections for 2021 are based on $224 million of projected revenues, of which 89% are revenues relating to existing contracted employment. In 2022, Seajacks has firm revenue of approximately $118 million through employment contracts on 63% of the available days for the “Seajacks Scylla” and “Seajacks Zaratan”.
Seajacks was founded in 2006 and is based in Great Yarmouth, UK. It is the largest owner of purpose-built self-propelled WTIVs in the world and has a track record of installing wind turbines and foundations dating to 2009. Seajacks’ flagship, NG14000X design “Seajacks Scylla”, was delivered from Samsung Heavy Industries in 2015, and it is currently employed in Asia. Seajacks also owns and operates the NG5500C design “Seajacks Zaratan” which is currently operating in the Japanese market under the highly coveted Japanese flag, as well as three NG2500X specification WTIVs which are employed in the North Sea market.
As a result of the transaction, provisions in the employment contracts of certain Eneti executives will trigger payments in the aggregate amount of $30 million. In order to avoid adverse US tax consequences, the Company is required to incur these costs at the time of the transaction. The U.S. senior executive officers receiving these payments have agreed not to receive salaries for a period of three years and bonuses for a period of four years.
The transaction, which has been approved by the Boards of Directors of Eneti and the sellers, is expected to close by the middle of the third quarter of 2021. BofA Securities, Inc. and ING Bank N.V. are serving as financial advisors to Eneti for the transaction and Slaughter and May, Seward & Kissel LLP and CMS Cameron McKenna Nabarro Olswang LLP are acting as its legal advisors. Pareto Securities Pte Ltd. is serving as Seajacks’ financial advisor and Sherman & Sterling LLP is acting as its legal advisor.
Additionally, the Company signed binding agreements with counterparties in Japan to transfer the existing lease finance arrangements of the SBI Tango, SBI Echo, and SBI Hermes, Ultramax bulk carriers built in 2015, 2015, and 2016 respectively, and SBI Rumba and SBI Samba, Kamsarmax bulk carriers built in 2015, to affiliates of Scorpio Holdings Limited (“SHL”) for consideration of $16 million. This transaction was approved by the Company’s independent directors in January 2021. The final vessel was delivered in July 2021, and marks the conclusion of the Company’s exit from the dry bulk sector announced on December 20, 2020.
About Eneti Inc.
Eneti Inc. is focused on marine-based renewable energy and has invested in the next generation of wind turbine installation vessels.