The DOF Group has signed a USD 1,025 million senior secured term loan facility (the 'Term Loan') with a syndicate of ten banks and a USD 50 million revolving credit facility (the 'RCF'). The facilities will be used to repay existing debt and for general corporate purposes.
Highlights from the refinancing:
- Enables commencement of the previously communicated quarterly dividends, starting with the contemplated USD 0.3 per share in Q2 of 2025.
- Simplifies group structure by collapsing several of the financial silos – DOF Offshore Holding AS to become the holding company for vessel-owning entities across the group, except for vessels owned in DOF Subsea Brasil, Norskan and the DOFCON joint venture (50% owned) ("DOFCON JV").
- Allows for a more efficient capital structure.
- Norskan and DOFCON JV to remain as separate financial silos with existing financing at favourable terms.
- The interest margin for the Term Loan and RCF will be 290 bps for the first twelve months. The margin will thereafter be subject to the Company’s leverage as measured through NIBD / LTM EBITDA (the “Leverage Ratio”), with the following margins for given thresholds: 325 bps for a Leverage Ratio exceeding 2.5x, 290bps for a Leverage Ratio between 2.5x and 2.0x, and 275bps for a Leverage Ratio below 2.0x.
- The Term Loan has a five-year tenor and seven-year repayment profile.
- The facilities agreement includes an undrawn, uncommitted basket amount of USD 200m for incremental facilities for specified purposes.
- The main covenants applicable under the facility agreement is maximum Leverage Ratio of 3.25x until year end 2026 and 3.0x thereafter, positive working capital and minimum liquidity (excluding Norskan, DOFCON JV and other ringfenced subsidiaries) of the higher of USD 125 million or 5% of interest-bearing debt.
- Dividend distributions from DOF Group ASA permitted subject to minimum liquidity (excluding Norskan, DOFCON JV and other ringfenced subsidiaries) of USD 150 million.
- Change of control clause triggered if anyone other than A.P Møller Holding A/S (“APMH”) exceeds 1/3 ownership in DOF, or if APMH ownership in DOF is at any time in the next 36 months reduced below 20%.
Availability of the new financing is conditional upon satisfaction of customary conditions. Mons Aase, CEO DOF Group, commented: 'We appreciate the support from our existing and new banks in connection with this refinancing. This loan demonstrates access to competitive funding and is a testament to the strong market position within offshore and subsea services the team at DOF has built.'
Source: DOF
