Songa Offshore announced today they have sold the semisubmersible drilling rigs Songa Mercur and Songa Venus to Singapore-based Opus Offshore Group. The rigs, as well as Songa’s international operations staff will subsequently come under the umbrella of a new 50/50 Songa-Opus joint venture.
Songa’s international staff may eventually find themselves working entirely for Opus however as Songa has given Opus Offshore the option to buy out their 50 percent stake in the JV for USD $20 million at the end of 2016.
This JV will eventually operate additional drilling assets including Opus Offshore’s Tiger series of drillships currently under construction or on order with scheduled deliveries between 2014 and 2017.
Bjørnar Iversen, CEO of Songa Offshore, notes the expected total transaction value to Songa Offshore is estimated to be between USD $180 million and USD $235 million, depending on the earn out and whether Opus Offshore Group will call the option for the JV .”
Details on the Transaction – via Songa
The purchase price for the Songa Mercur and the Songa Venus is USD 200 million, effective as of 1 January 2014. Combined estimated cash flows of USD 41.6 million accumulated by the Rigs between 1 January 2014 and 31 May 2014, is to be reimbursed to Opus Offshore through the settlement mechanism. Total proceeds for Songa Offshore from the Transaction will amount to up to USD 168.4 million, including:
USD 102.5 million in cash settlement at Transaction closing, which is expected to take place 31 May 2014.
USD 10 million consideration for Songa Offshore’s upfront cash contribution of operational resources into the JV paid at closing.
Earn out mechanism of up to USD 21.7 million, to be paid proportionally to the Songa Offshore based on Songa Mercur employment between 1 January 2014 and commencement of SPS in 2015 and to be paid in 2015.
Deferred consideration of USD 34.2 million payable to Songa Offshore on (or before) 31 December 2017 and structured as seller’s credit secured with a 2nd priority mortgage over Songa Venus and a Parent Company Guarantee from the Opus Offshore Group.
In addition, an EBITDA upside sharing mechanism in relation to the Songa Mercur where Opus Offshore pay Songa Offshore 20% of the cumulative EBITDA exceeding USD 105 million for the Songa Mercur between 1 January 2014 and 31 May 2017 to be paid in 2017.
Furthermore, Opus Offshore will enter into a bareboat charter for the Songa Venus with Songa Offshore between transaction closing and commencement of SPS end of first quarter 2015, at a fixed daily rate of USD 120,000.
In addition to the upfront consideration, Opus Offshore will have an option to acquire Songa Offshores’s 50% stake in the JV
As a result of the transaction, Songa Offshore will make a mandatory loan pre-payments of approximately USD 24 million on its “Fleet Loan Facility”.
About OPUS OFFSHORE and the REIGNWOOD GROUP:
Formed in 2011 and headquartered in Singapore, Opus Offshore is a pure play offshore drilling company with a focus on the midwater drilling market. Opus currently has four conventionally moored Tiger series drillships under construction or on order, which are scheduled for delivery between 2014 and 2017. With the construction of the Tiger series drillships well underway, Opus Offshore now aims to expand its fleet in the midwater segment. Opus Offshore was founded by a highly experienced management team with an extensive track record in the global offshore drilling industry.
Opus Offshore enjoys strong backing from its main shareholder, the Reignwood Group. Founded in 1984 in Thailand by Dr. Chanchai Ruayrungruang, the Reignwood Group is a multinational enterprise comprising businesses in consumer beverages, healthcare, luxury real estate, hospitality, aviation, energy and financial services. The Reignwood Group is headquartered in Beijing with offices in China, Singapore, Thailand, Canada, the United States and United Kingdom.