Havyard to issue shares in exchange offer for NOK 150 million bonds

By Susanna Moon

Chicago, July 13 – Havyard Group ASA will offer to swap out its NOK 150 million of senior bonds due 2017 with new shares, with the exchange set for July 18 to July 20.

In the exchange for the bonds, the company is offering to issue up to 2,252,830 new shares at a subscription price of NOK 8.25 each, according to a company announcement.

The company will pay accrued interest up to and including the payment date in cash, with the new shares to be issued on Aug. 23.

Bondholders have agreed to convert NOK 18,585,848 of the bonds to equity through the exchange, the company said.

As compensation, the guarantors will receive a guarantee fee equal to 2.5% of the guaranteed amount, the company added.

Fearnley Securities AS is the manager.

As announced, the company secured the needed votes to amend the bonds at a bondholder meeting held June 30 and said it planned to begin the exchange offer within one month of the meeting.

Havyard had sought to extend the bonds and to amend the note terms in response to the challenging oil industry conditions.

In return, the interest rate would be raised to 7% from 5½%.

Because of funding issues, Havyard also proposed the following changes to the bond terms:

• Extending the bonds’ tenor by 18 months to Dec. 13, 2018 from June 13, 2017;

• Allowing the issuer to prepay the bonds in quarterly installments beginning in June. The installments would be pro rated at 100% of par in an amount of NOK 8,213,385, or 6¼% of the outstanding bonds;

• Adding a call option for some of the bonds at par plus accrued interest from March 13, 2018 to the new maturity;

• Reducing the maximum borrowing limit to NOK 150 million;

• Including a cash sweep repayment mechanism; and

• Splitting the 300 bonds with a face value of NOK 500,000 into 150 million bonds with a face value of NOK 1 in order to facilitate an exchange offer.

The bonds were issued in 2014.

The fully integrated ship technology company’s headquarters are in Fosnavag, Norway.

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