Telford Offshore bondholders asked to vote on Sea Trucks vessel deal

By Caroline Salls

Pittsburgh, Nov. 30 – Telford Offshore Ltd. is asking holders of its tranche A1 and A2 bonds due in 2019 and tranche B bonds due in 2024 to approve a settlement that will result in the transfer of assets to Telford by Sea Trucks Group Ltd. (STGL), according to a notice released Friday by bond trustee Nordic Trustee AG.

As previously reported, under a February 2018 restructuring agreement, Sea Trucks bondholders exchanged their bonds for new bonds issued by Telford and 100% of the shares in Telford Offshore Holdings Ltd. (TOHL).

As a result, Telford Offshore became the sole holder of the Sea Trucks bonds.

The trustee said it was noted at the time of the restructuring that there were a number of commercial disputes, proceedings and arbitrations related to Sea Trucks Group’s other assets, primarily with West African Ventures Ltd. (WAV), which previously operated many of Sea Trucks Group’s vessels.

The disputes were related to the Jascon 30 and up to 36 specialist oil and gas industry support vessels owned by the Sea Trucks Group, which were excluded from the restructuring.

Since the restructuring, the trustee said Sea Trucks Group and its liquidators have moved forward with litigation and vessel recovery actions, which have been financed and supported through arrangements put in place between Telford Offshore and Sea Trucks Group at the time of the restructuring.

Settlement terms

Under the proposed settlement, the Jascon 30 will be released from arrest and delivered to Telford Offshore by WAV. Telford and WAV have agreed to cooperate regarding the deployment of the Jascon 30 in the Nigerian market to provide construction support for pipe laying and heavy lifting.

The shares in Jascon 30 owner Beaufort Global Ltd. will be transferred to Telford from the Sea Trucks Group.

WAV will have the exclusive right to tender the Jascon 30 for a three-year period for agreed project opportunities in Nigeria. The tenders will be agreed between Telford Offshore and WAV on a project-by-project basis, subject to vessel availability.

Jascon 11, Jascon 21, Jascon 24, Jascon 46, Jascon 68 and Jascon 78 will be transferred to Telford Offshore, and “Target STG OOIM vessels will be transferred to Telford Offshore from Sea Trucks Group.

Some Sea Trucks Group entities will be transferred to Telford Offshore to facilitate the wind down of the Sea Trucks Group, including Nemo Enterprises Ltd., Novalis Corp., Oval Shipping Ltd., Trafford Marine Ltd., Consolidated Projects Ltd., Offshore Contractors (C.I.) Ltd. and Marine Asset Leasing Ltd.

Payment details

Some liabilities between Sea Trucks and Telford Offshore are to be canceled in consideration for the transfer of assets to Telford, and post-restructuring funding debt provided by Telford will be canceled in full.

In addition, Sea Trucks Group’s residual liability related to outstanding Sea Trucks bonds will be reduced by $75 million in further consideration for the transfer.

WAV will pay $6 million to STGL, which will be distributed to Telford Offshore immediately following repayment of any amounts outstanding under the parties’ funding agreement.

STGL will also waive any rights it has over a $10 million cash balance being held as collateral by Guaranty Trust Bank for a project guarantee and a $9.8 million customer retention amount in connection with a project for the Sonam Development, Project Pipeline and Pig Receiver Platform.

In addition to bondholder approval, the settlement is subject to approval by the Eastern Caribbean Supreme Court in the High Court of Justice British Virgin Islands.

The deadline for implementation of the settlement is Dec. 14.

Bondholder votes must be submitted by 4 a.m. ET on Dec. 13.

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

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