General – acquisition
Eneti announced today that one of its wholly-owned direct subsidiaries entered into a binding agreement with Marubeni Corporation and Mitsui O.S.K. under which Eneti will acquire 100% of Atlantis Investorco, the parent of Seajacks International, 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.
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.
As part of the transaction, Eneti has received a commitment from ING Bank for a senior secured non-amortizing revolving credit facility of up to $60 million.
The transaction is expected to close by mid-August 2021.
Emanuele A Lauro, Chairman and Chief Executive Officer, commented: “This transaction reflects the biggest step yet in our transformation into a world-class contractor for offshore wind. Seajacks is a market leader with a fleet of five advanced jack-up vessels; via this combination we will gain the valuable support of Seajacks shareholders who now become Eneti shareholders; moreover what is central to this combination is the committed and experienced professionals who join our team. Seajacks has successfully installed 2.2GW of offshore wind capacity since its inception. Their organization has delivered on complex projects for demanding customers in the most difficult operating environments. We are truly excited to be able to work with the Seajacks management team to build on these accomplishments, creating the world’s leading owner and operator of WTIVs listed on the New York Stock Exchange. We welcome our new shareholders from Japan, and we welcome Hiroshi and Peter to our Board of Directors. The Company starts a new phase with modest leverage and considerable levels of contract cover. With the well-evidenced demand growth for offshore wind well beyond this decade, we are ideally placed to provide the right assets and the right services for the coming years.”
Blair Ainslie, CEO of Seajacks, commented: “We are pleased to partner with Eneti to drive the future growth of the business and consolidate our position as a world leader in offshore wind turbine installation.”