26 May 2017, Limassol, Cyprus
SEABIRD ANNOUNCES PROPOSAL FOR DEBT RESTRUCTURING
SeaBird Exploration Plc ("SeaBird" or the "Company", with the ticker "SBX on the Oslo Stock Exchange) announces that SeaBird will propose to its bondholders and certain of its other creditors a debt restructuring of the SeaBird group that if successfully completed will facilitate a comprehensive restructuring of the group's balance sheet (the proposal referred to in the following as the "Restructuring"). Following the Restructuring the debt in Seabird will be reduced by USD 22 million and lease obligations will be reduced by USD 10.4 million. The remaining debt under the SBX04 bond loan and the Glander credit facility will be a total of USD 5.0m and the remaining lease obligations (payable in kind until maturity) will be USD 2.4m.
The Restructuring comprises, among other things, the following: (i) the equitisation of ~81.5% of outstanding indebtedness including accrued interest of the group owed under Tranche B of the SBX04 bond loan, with ISIN NO 001 0732076, as of 3 June 2017, in an aggregate amount of approx. USD 20.15 million into equity at an offer price reflecting a subscription price of equity at NOK 5.00 per share pursuant to respective terms and conditions; (ii) the equitisation of ~81.5% of unpaid and remaining charter hire for the M/V Munin Explorer owed to Ordinat Shipping AS ("Ordinat") under the bareboat charter party agreement between Munin Navigation Company Limited and Ordinat, less the new charter hire (as described in (v) below), into equity at an offer price reflecting a subscription price of equity at NOK 5.00 per share pursuant to respective terms and conditions; (iii) the equitisation of ~81.5% of outstanding indebtedness including accrued interest owed under a credit facility to the group for bunker purchases between SeaBird Exploration Finance Ltd and Glander International Bunkering (Norway) AS ("Glander") in an aggregate amount of approx. USD 1.95 million into equity at an offer price reflecting a subscription price of equity at NOK 5.00 per share pursuant to respective terms and conditions, whereby, following the equitisation, Glander's remaining claim under the credit facility will be approx. USD 440,000; (iv) the exchange of all bonds outstanding under Tranche A of the SBX04 bond loan, with ISIN NO 001 0732043, and the discharge of any interest accrued on such bonds in exchange for the transfer of title to multi-client libraries of Aquila Explorer Inc., Raven Navigation Company Ltd and Seabird Exploration Multi-Client LTD to TGS-NOPEC Geophysical Company ASA ("TGS"), as Tranche A bondholder, following which TGS shall distribute 25% of the net income from the multi-client libraries to the Tranche B bondholders and Glander; and (v) a reduction of charter hire under the M/V Munin Explorer bareboat charter party between the group and Ordinat to a new charter hire of USD 2,088 per day, which at the company's discretion can be accumulated and not paid until 30 June 2020.
At the time of fulfilment of all conditions for the Restructuring (the "Effective Date"), the SBX04 bond agreement will be amended and restated to inter alia reflect the settlement of the SBX04 Bonds under Tranche A and the transfer of the multi-client libraries to TGS, an extension of the maturity date of the SBX04 bonds until the date falling 3 years after the Effective Date, i.e. June 2020, with the suspension of all financial covenants throughout the term of the SBX04 bond agreement, as well as the introduction of payment-in-kind interest for all interest payments to be made under the SBX04 bond agreement - such interest to accrue from 3 June 2017 only on the SBX04 bonds remaining after the implementation of the Restructuring provided that the Restructuring is implemented.
The completion of the Restructuring is subject to the satisfaction of a number of outstanding conditions outside the control of the Company, including, (i) the approval of the Restructuring at a bondholders' meeting in the SBX04 bond issue, pursuant to a summons dated 26 May 2017; (ii), the approval of the Restructuring at an extraordinary general meeting of the Company; (iii) consent to the Restructuring from Ordinat and Glander and subsequent execution of the same, (iv) that no SeaBird group entity has entered into any insolvency procedures, whether voluntary or involuntary; (v) that no enforcement action have been taken by any creditors for any material claim or bankruptcy of any SeaBird group entity; (vi) that final documentation required to implement the Restructuring, including final documentation on revised terms with trade creditors, has been entered into; (vii) subsequent confirmation that the abovementioned outstanding amounts under Tranche A and Tranche B of the SBX04 bond loan and the Glander credit facility have been irrevocably redeemed following the respective settlements; (viii) the entry into of an amended and restated SBX04 bond agreement between the Company and the bond trustee under the SBX04 bond agreement; and (ix) the entry into of an income distribution agreement between TGS and the bond trustee under the SBX04 bond agreement to reflect the abovementioned distribution of the net income from the multi-client libraries.
Constructive discussions have been held over a significant period of time between the Company and its restructuring advisors, and a significant number of the stakeholders whose consent to the Restructuring are required. However, there are no guarantees that all consent requirements or other conditions for the Restructuring will be fulfilled in an appropriate and/or timely manner.
Attached to this announcement is an investor presentation used for the purpose of the Restructuring.
ABG Sundal Collier ASA and Arctic Securities AS act as financial advisors to the Company. Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to the Company.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further queries contact:
Christophe Debouvry
CEO SeaBird Exploration
Phone: +47 22402705
Nils Haugestad
CFO SeaBird Exploration
Phone: +47 22402717
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