DOF Subsea again extends standstill agreement on three bonds

By William Gullotti

Buffalo, N.Y., Oct. 24 – DOF Subsea AS, per the ad-hoc committee’s approval, has further extended a standstill agreement to Nov. 30 from Oct. 31 to allow for bondholders’ meetings and an extraordinary general meeting scheduled on Nov. 11, according to two notices on Monday.

As previously reported Sept. 30, the company received authorization from noteholders to extend the standstill period with the option, per the aforementioned approval, to extend the period until Nov. 30. The standstill relates to the restructuring proposals for the senior floating-rate bonds (ISIN: NO0010971005), the $175 million of 9½% senior bonds (ISIN: NO0010788177) and the NOK 1 billion of senior bonds (ISIN: NO0010836810).

Subsea is seeking approval of resolutions required to implement the restructuring proposal.

The company is proposing to convert bonds from each series, together with accrued and unpaid interest, into new bonds totaling NOK 675 million on a pro rata basis and conversion shares with a par value of NOK 0.05 each, also issued on a pro rata basis, which will represent 53.33% of the total issued share capital of the company. Upon issue, the conversion shares will be subject to a reverse split and consolidated at a 50:1 ratio.

The new bonds will mature Dec. 17, 2027 and will be deemed to have accrued interest from June 30 at Nibor plus 200 basis points, which will be payable on Dec. 31 by issuance of additional bonds under the same ISIN. The unsecured series will be guaranteed by a newly established holding company, Dofcon Holding. The new bonds will be callable at par at any time, subject to a change-of-control put and also subject to mandatory repayment under certain circumstances.

The conversion shares will be issued in two classes, under separate ISINs, as ordinary shares and B shares. Both classes will carry the same conversion rights, including voting rights, but the B shares will be subject to certain trading restrictions.

Individual meetings for holders of each series are scheduled Nov. 7 at 6 a.m. ET.

Further information may be obtained from the issuer’s website, www.dofsubsea.com. Bondholders are also invited to contact either of the company’s financial advisers, ABG Sundal Collier ASA (Ola Nygard at +47 22 01 61 86, +47 41 21 34 10 or ola.nygard@abgsc.no; Magnus Drageset at +47 22 01 61 41, +47 48 01 61 41 or magnus.drageset@abgsc.no) and Pareto Securities AS (Rolf Kristiansen at +47 22 87 87 46, +47 90 85 67 12 or rolf.kristiansen@paretosec.com; Christian Ramm at +47 24 13 21 33, +47 91 78 51 07 or christian.ramm@paretosec.com).

Bondholders may also contact the bond trustee’s financial advisers, Arctic Securites AS (Anton Also +46 70 381 18 17 or anto.also@arctic.com) and Carnegie AS (Torjus Krogdahl +47 22 00 93 81, +47 93 40 93 81 or tk@carnegie.no).

The company also previously said requests for further information may be directed to DOF Subsea chief executive officer Mons S. Aase (+47 91 66 10 12) and chief financial officer Martin Lundberg (+47 91 62 10 57).

DOF Subsea is a Storebo, Norway-based oil and gas industry services provider.

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