Songa Offshore SE has entered into an agreement with Opus Offshore Group for the sale of the Songa Mercur and Songa Venus and establishment of a strategic joint venture drilling management company.
Opus Offshore will acquire 100% of the Rigs, which will be operated by the Songa-Opus JV. Combining the resources of Songa Offshore and Opus Offshore in Asia, the Songa-Opus JV will provide a full suite of services in relation to international drilling operations. The current international operations of Songa Offshore, primarily related to the Rigs in S.E. Asia, will be transferred to the Songa-Opus JV. In addition to the Songa Mercur and Songa Venus, the Songa-Opus JV will operate additional assets including Opus Offshore's Tiger series of drillships currently under construction or on order with scheduled delivery between 2014 and 2017.
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 for USD 20 million starting 30 months post inception of the Songa-Opus JV. This option will be valid for a 12 month period.
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 will call the option for 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".