Sea Trucks 2013/2018 and 2017/2018 bondholders approve restructuring

By Caroline Salls

Pittsburgh, Feb. 9 – Sea Trucks Group Ltd. bond trustee Nordic Trustee AS said in a notice released Friday that the holders of the company’s 9% senior secured callable bond issue 2013/2018 and callable bond issue 2017/2018 approved a restructuring proposal.

As previously reported, under the restructuring, the company’s DP3 fleet, excluding its Jascon 30 vessel, and its business will be sold to a newly incorporated group of companies owned by the bondholders.

The trustee said bondholders will exchange their bonds for shares in the new holding company that would purchase the fleet and business, as well as bonds issued by a direct subsidiary of that holding company.

The restructuring proposal is also subject to approval by liquidity bondholders and the condition that none of the transferring companies may enter into an insolvency proceeding without written consent of the bondholders.

The trustee said special purpose vehicle Telford Offshore Holdings Ltd. has been incorporated in connection with the restructuring. Telford’s one issued share is held by Estera Trust (Cayman) Ltd. for charitable purposes.

Various subsidiaries of Telford have also been incorporated to facilitate the acquisition.

Under the restructuring, receivers will be appointed by the trustee that will own the Jascon 25, Jascon 31 and Jascon 34 vessels.

The outstanding bonds will be transferred to a Telford subsidiary in exchange for $175 million in new senior secured bonds and an entitlement to receive 100% of the shares in the holding company. The exchange will be made on Feb. 12.

Each bondholder will be entitled to receive one holding company share for every $45.60611 principal amount of bonds held as of the Feb. 9 record date.

One-third by value of the liquidity bonds will be repaid by Telford Offshore Ltd. on Feb. 12 using a portion of the cash proceeds from subscriptions for $38 million in new super senior secured bonds.

The remaining proceeds will be used by the new group for working capital purposes, except for $10 million, which will be retained by Telford Offshore Ltd. in a blocked and secured account in favor of the bond agreement agent.

The super senior secured bonds will carry a 6% original issue discount.

The remaining two-thirds of the liquidity bonds will be cancelled in exchange for the issuance of tranche A2 senior secured bonds, which will also be issued at a 6% discount. The exchange will be made on Feb. 13.

Following the restructuring, Sea Trucks will remain the parent company of a corporate group, which will primarily consist of entities owning smaller service vessels. This “old company group” and Sea Trucks’ liquidator will continue with lawsuits seeking repossession of the Jascon 30 and other vessels for the benefit of Telford Offshore Ltd. and the group’s secured creditor.

Following investigation and prosecution of other potential legal actions, the old company group will be wound down.

The trustee said the consideration for the sale of vessels, the release of obligations to Telford Offshore Ltd. to repay $215 million in outstanding bonds, the release of vessel owners from covenants to pay and part of the consideration for the non-vessel sale will be deferred until Telford Offshore Ltd. acquires all of the outstanding bonds and all of the liquidity bonds are repaid in cash or in-kind.

The restructuring proposal also allows the new group to obtain up to $20 million in bonding line facilities, as well as to enter into a new term loan and revolving credit facility.

Sea Trucks is based in Lagos, Nigeria, and provides marine services to oil and construction companies.

© 2015 Prospect News.
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