SeaBird Exploration is in an exclusive process to acquire the seismic vessels BOA Galatea and BOA Thalassa in a transaction which values the vessels at NOK 185 million on an en-bloc basis. The BOA Vessels are well suited for source and 2D operations, as well as EM seabed logging, for which BOA Thalassa is currently contracted with EMGS until September 2019 with options for EMGS to extend for three periods of six months each.
In order to finance the acquisition of the BOA Vessels, as well as to finance an upgrade of BOA Galatea to high end 2D / source capability, the Company is contemplating a private placement of new shares in the Company raising gross proceeds of minimum NOK 225 million and maximum of NOK 250 million. The subscription price in the Private Placement will be determined through an accelerated book-building process.
The Company is in an exclusive process for the acquisition of BOA Galatea and BOA Thalassa. The BOA Vessels are owned by BOA SBL, a subsidiary of BOA Offshore, and the process is based on irrevocable acceptances from a majority of BOA SBL bondholders. ABG Sundal Collier and Fearnley Securities act as financial advisors to the Company in connection with the acquisition of the BOA Vessels.
As part of the Transaction, certain BOA SBL bondholders have elected to receive consideration in the form of new shares of the Company valued at the Offer Price for an amount corresponding to approx. NOK 54 million, which will come in addition to the Private Placement.
BOA Galatea and BOA Thalassa were built in 2008 and 2009, respectively, at Norwegian yard for an original construction cost of approx. NOK 650m in total. Both vessels are rigged and fully operational as EM vessels, and are well suited for upgrade to high end 2D / source capability. The Company estimates such upgrade to cost approx. USD 11 million per vessel. The net investment for BOA Galatea is expected to be limited to USD 8 million, as the Company can use existing unutilised equipment in the upgrade.
The process to acquire the BOA Vessels is conditional upon final and irrevocable agreement to acquire the vessels or their holding companies by the Company. The process is supported by an irrevocable undertaking by a majority of BOA SBL bondholders.
Hans Petter Klohs, Chief Executive Officer in SeaBird, said: 'As a consequence of increased demand in all our regions, we have had to turn down work in the first quarter of 2019 due to scheduling conflicts. To be able to pursue a strong and diversified pipeline of contract leads in all segments, we have been evaluating several attractive opportunities for vessel capacity expansion. The BOA Galatea and BOA Thalassa will be excellent additions to our operational fleet, being ideally suited for source and 2D operations in addition to EM seabed logging.
We are excited to have developed this transaction which will provide us with two very suitable quality vessels at a very attractive price further strengthening our position and service offering in the 2D, source and niche 3D markets.'
Update: Private placement successfully subscribed
Subsequent to the above announcement, the Company has announced that the Private Placement has been successfully placed, and that it has allocated subscriptions for 208,333,300 offer shares at a subscription price of NOK 1.20, raising NOK 250 million in gross proceeds. The Private Placement took place through an accelerated bookbuilding process after close of markets on April 11. The Private Placement attracted strong interest from both existing shareholders and new investors.
Completion of the Private Placement is conditional on final and irrevocable agreement to acquire the seismic vessels BOA Galatea and BOA Thalassa or their holding companies. The process is supported by an irrevocable undertaking by a majority of BOA SBL bondholders.