Prosafe SE : Reshaping Prosafe - Transforming agreements with COSCO for three newbuilds and with lenders for enhanced financial runway

Prosafe has reached agreements with COSCO and its lenders which will transform the company's fleet, market position and earnings potential, and secure a significantly enhanced financial runway.

Prosafe ("Prosafe" or the "Company") and COSCO Shipping (Qidong) Offshore Co. Ltd ("COSCO") today signed an agreement ("Agreement") allowing for flexible delivery and long-term financing of Safe Eurus, Safe Nova and Safe Vega (each a "Unit" and collectively the "Units").

The Agreement with COSCO includes the following main terms (details set out in Attachment 1): 

• Flexible option for delivery of the Units over a period of up to 5 years
• A direct discount of USD 55 million to the combined original contract price for the Units
• No payment obligations until delivery. Total remaining cash payments of USD 100 million combined for the three Units as they are delivered
• Long-term financing from COSCO of approx. USD 431 million in total  for a period of  between 5 and 10 years from delivery of each Unit
• Repayment of yard finance (Promissory Notes) and interest rates linked to future earnings and day rates achieved
• COSCO waiving accrual of lay-up costs of up to USD 24 million for Safe Eurus on delivery of such Unit. No lay-up costs for Safe Nova and Safe Vega
• 50/50 profit split (on adjusted EBITDA basis - 'EBITDA') between COSCO and Prosafe after repayment to Prosafe of mobilisation and stock-up costs of up to USD 20 million per Unit and subject to COSCO receiving the minimum annual amortization payment.

Outstanding conditions precedent and final approvals for the Agreement are expected to be confirmed within August.

The Agreement provides a very attractive solution for both Prosafe and COSCO. Prosafe achieves commercial flexibility to take the Units to market as opportunities materialise in the years ahead, whilst  COSCO secures a delivery gateway for its key semi-submersible accommodation new builds via a leading accommodation vessel operator. 

Prosafe has also been in recent discussions with its lenders in respect of its loan facilities to enable it to  fully utilise the strategic optionality and flexibility provided by the new Agreement, preserve values in the near term and potentially increase longer term cash flow for the benefit of all stakeholders. The amendments of the loan facilities to support the strategic transformation of the Company and to significantly improve its financial position in the years ahead include (details set out in Attachment 2): 

• Extended runway by way of continued reduced amortization and one (1) year maturity extension option to its main USD 1.3 billion credit facility. The USD 144 million facility for Safe Notos will be serviced in accordance with the current amortization and maturity profile
• Continued covenant ease for both the USD 1.3 billion and the USD 144 million facilities
• Consent to consummate the Agreement with COSCO including the use of the Company's cash to fund delivery of the Units, in consideration for an initial margin uplift of 60 bps to USD 1.3 billion facility and the lenders having the option to elect either a further increase in interest margin or warrants for a maximum of 9.78m shares linked to the delivery of both the Safe Nova and Safe Vega (assuming that the USD 1.3 billion facility is still outstanding at those times).
• Flexibility to scrap up to three existing Prosafe vessels which are currently collateral under the relevant loan facilities without repayment of the corresponding collateral value to the lenders

At this stage in the process Prosafe has support to the amendments from approx. 94 per cent of the lenders, subject to final credit approvals and customary conditions precedents, and expect finalization within August.

In a comment, Mr. Jesper Kragh Andresen, CEO of Prosafe says; "The agreement with COSCO combined with the flexibility to possibly scrap up to another three legacy vessels will significantly change our fleet profile. Prosafe will be able to attain a modern and competitive fleet with future earnings potential for the long term. The agreement with our lenders includes improved financing terms and implies an extended financial runway as well as the ability to finance the staged delivery of the 3 vessels from existing cash and cash-flow from operations. The combination of the agreement with COSCO and the agreement with our lenders is expected to create value for all stakeholders".

Further details can be found in the following attachments: 

1. Transforming agreement with COSCO
2. Enhanced financial runway
3. Market presentation

Prosafe will host a presentation and webcast at Felix Conference Center in Oslo on 6 August at 10.00 hrs CEST, and a teleconference the same day at 15.00 hrs CEST.

To access the webcast:

Please visit www.prosafe.com and click on the "Webcast" link at the bottom of the front page. It will be possible to ask questions via e-mail during the presentation.

To participate to the teleconference:

To access the conference call, please dial in 5-10 minutes prior to the start using one of the numbers provided below: 

• Participants from Norway: +47 23 50 02 96  or national free phone: 800 14947
• International participants and participants from United Kingdom: +44 (0)330 336 9411
• Participants from United Kingdom - national free phone: 0800 279 7204
• Participants from United States, Los Angeles: +1 323 794 2575
• Participants from United States/Canada - tollfree/free phone: 888 208 1711

Participants will need to quote the following confirmation code when dialling into the conference: 6811367

There will be a Q&A session at the end of the teleconference. Information on how to ask questions will be given at the beginning of the Q&A session. In order to view the presentation while listening to the conference, please download the presentation material from www.prosafe.com

Stavanger, 3 August 2018
Prosafe SE

For further information, please contact:

Jesper K. Andresen, CEO
Phone: +47 907 65 155

Stig Harry Christiansen, Deputy CEO and CFO
Phone: +47 478 07 813

Cecilie Helland Ouff, Senior Manager Corporate Finance and Treasury
Phone: +47 991 09 467