Financial creditors of Norwegian vessel owner DOF are set to take over ownership through bankruptcy and group restructuring after shareholders blocked plans to convert debt to equity
DOF was forced to ask the courts in the Hordaland district to open bankruptcy proceedings in DOF ASA under Norway’s reconstruction Act section 58.
Financial creditors then reached agreement with the bankruptcy estate to acquire DOF Services AS, which will be the new holding group under the restructuring plan, and its subsidiaries.
This will facilitate restructuring of the group, while other companies in the group remain unaffected by the bankruptcy.
DOF’s board required sufficient support from shareholders for its final financial proposal that would convert debt into equity, leaving shareholders owning just 3.75% of a strengthened DOF. But this aim was not achieved.
“The board met persistent opposition from a group of shareholders and was not able to obtain such sufficient support,” the company said. “The board then informed the reconstructor and the financial creditors accordingly.”
On that basis, the financial creditors requested the reconstruction committee tell the court there was no basis for a reconstruction and to open bankruptcy procedures. There will be a short period between signing and completion for the administrator of the bankruptcy estate of DOF to ascertain restructuring is the most attractive offer for the group creditors and other stakeholders.
Implementation of the restructuring with DOF Services as the new parent company of the group is subject to the approval of bondholders of various DOF Subsea bond loans.
If these agreements are not secured, then “the new parent company will instead be a new Norwegian holding company to be incorporated by the financial creditors,” said DOF.
The new holding company of the group will apply for a listing on Oslo stock exchange in due course.
DOF assured energy companies and clients its ongoing operations will be unaffected by the restructuring, avoiding losses for the group’s customers, suppliers and other trade creditors.
31 January 2023
Shareholders were told to approve DOF’s latest restructuring plan or face bankruptcy as this is the last chance to broker a deal with financial creditors.
However, under the latest proposal, existing shareholders will only own 3.75% of a strengthened DOF after debt is converted to new equity. The company said it will continue its operations and shareholders will retain a share of the value creation going forward.
The DOF board of directors announced it submitted a proposal for its restructuring to the reconstructor and the group’s financial creditors 27 January. It “prepared a notice convening an extraordinary general meeting to consider this proposal, provided the creditors and the reconstructor support the proposal.”
The DOF board will also “work to document support for the plan from a sufficient number of shareholders.”
DOF already has the backing of one of its main shareholders, Møgster Offshore, which owns around 31.60% of the shares.
The board thinks the current proposal is a reasonable compromise that should receive a sufficient majority among the company’s creditors and shareholders.
But, if the proposal is not adopted, “there will be no prospect the company will be able to achieve a reconstruction and the court will probably open bankruptcy after a report from the reconstruction committee,” DOF said.
If this happens, the business would continue to operate through the subsidiary DOF Service and its underlying companies. “However, shareholder value will in all likelihood be lost.”
This is the second time the restructuring plan has been submitted to shareholders. On 11 November 2022, a similar restructuring agreement, but with shareholders retaining 4.00% of the shares, was voted down at an extraordinary general meeting.
“After this proposal was voted down, it was likely that the shareholders would end up with a 1.00% stake,” said DOF.
On 14 December, a new board of directors was elected, and it started obtaining an overview of relevant and updated information about the situation in the company for shareholders who thought they did not have sufficient information on the restructuring proposal presented.
“The board is submitting this proposal for reconstruction after careful consideration and extensive contact with creditors and shareholders,” said DOF board chairman Leif Salomonsen.
“The board of directors believes it would be impossible to obtain sufficient support among shareholders for a solution where they would only own 1.00% of the company after debt conversion,” he said.
“Similarly, the board believes it would be impossible to achieve acceptance among the creditors for more than 3.75% to the existing shareholders.”
The restructuring plan now rests on gaining approval from shareholders and creditors. If this is not obtained, then the reconstructor will ask Hordaland District Court, Norway, to suspend the restructuring process and open bankruptcy proceedings.
The DOF board has commissioned shipbrokers Fearnleys and Clarkson to assess the value of the DOF’s vessels and advisory firm Deloitte to review these and assess them against the company’s debt, other liabilities and available liquid assets.
Get ready for OSJ Week 2023, kicking off with the European Dynamic Positioning Conference and Offshore Wind Journal Conference on 7 February, followed by the Annual Offshore Support Journal Conference, Awards & Exhibition on 8-9 February 2023 in London. Book your reservation here.
Events
© 2024 Riviera Maritime Media Ltd.