Golden Ocean Group Limited (NASDAQ and OSE: GOGL) (“Golden Ocean” or “the Company”) today announced that it has entered into agreements to acquire 16 modern dry bulk vessels in an all-share transaction where the Company will issue in aggregate 17.8 million consideration shares and assume debt of USD 285.2 million (the “Acquisition”). Of the 16 vessels to be acquired, 14 will be acquired from subsidiaries of Quintana Shipping Ltd. (“Quintana”), and two ice class Panamax vessels will be acquired from subsidiaries of Seatankers, an affiliate of Hemen Holding Ltd. (“Hemen”), the Company’s largest shareholder. The Acquisition will add significant scale to Golden Ocean’s operating fleet and contribute to reducing cash breakeven levels. Based on the closing price of the Golden Ocean share on the Oslo Stock Exchange on March 14, 2017 of NOK 61.50, equal to USD 7.14 per share at a USD/NOK exchange rate of 8.6078, the aggregate transaction value is approximately USD 412.4 million.
Birgitte Ringstad Vartdal, CEO of Golden Ocean Management AS, commented:
“We are proud to be in the position to acquire a large number of modern, high quality vessels in an all-share transaction. This underscores the value the sellers ascribe to our operating platform, management team and corporate strategy. The acquired vessels, averaging 4 years of age, which matches the age profile of our existing fleet, will further enhance our already significant commercial scale and increase our operational leverage to a potential dry bulk market recovery. Combined with attractive bank financing which includes no fixed debt amortization and soft covenants through June 2019, the transaction should be accretive also in terms of cash breakeven levels. We consider the price obtained to be attractive and expect the transaction to be significantly value-accretive to our shareholders.”
As part of the Acquisition, Golden Ocean will acquire Quintana’s 14 vessel fleet and assume the fleet’s corresponding debt of USD 262.7 million in consideration for 14.5 million shares of Golden Ocean. Golden Ocean has agreed to a USD 17.4 million down payment of the debt associated with the fleet in order to obtain no fixed debt repayments and soft covenants through June 2019. A cash sweep mechanism will be in place for excess cash generated by the fleet. The fleet consists of 6 Capesize vessels and 8 Kamsarmax/Panamax vessels, mainly built in Japan and Korea. The vessels will be owned by a non-recourse subsidiary to Golden Ocean.
Additionally, Golden Ocean will acquire two 2017-built ice class Panamax vessels from affiliates of Hemen in consideration for 3.3 million shares of the Company to fund the equity portion of the acquisition. Hemen will issue a seller credit of USD 22.5 million that matures in June 2019, with no fixed amortization. These vessels will also be owned by a non-recourse subsidiary of Golden Ocean.
Completion of the Acquisition is subject to the execution of definitive loan documents, Golden Ocean raising sufficient new equity to satisfy certain loan conditions, customary closing conditions and regulatory approvals. Closing is expected to be during the second quarter of 2017 and on a vessel-by-vessel basis.
DNB Markets is acting as financial advisor to the Company in connection with the Acquisition.
About Golden Ocean
Golden Ocean, a leading dry bulk shipping company, will after this transaction own or control a modern fleet of 77 vessels and six Capesize newbuilding contracts. On a fully-delivered basis, Golden Ocean’s fleet will have an aggregate carrying capacity of approximately 11.0 million deadweight tons (“DWT”) and an average age of less than 5 years on a DWT basis. Golden Ocean’s significant scale is further enhanced by its commercial management platform, which manages 45 additional vessels on behalf of third parties. Golden Ocean is listed on the NASDAQ and Oslo Stock Exchange under the symbol ‘GOGL.’
The Board of Directors
Golden Ocean Group Limited
March 14, 2017
Birgitte Ringstad Vartdal: CEO, Golden Ocean Management AS
+47 22 01 73 53
Per Heiberg: CFO, Golden Ocean Management AS
+47 22 01 73 45
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. Words such as “believe”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “plan”, “potential”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the dry bulk market, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.
This information is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.