Marine company Eneti has entered a binding agreement to acquire UK jack-up outfit Seajacks as it looks to become a leading offshore wind installation player.
The deal with the Seajacks owners Marubeni Corporation, INCJ and Mitsui O.S.K. is for a total consideration of $299m of assumed net debt, $74m of newly-issued redeemable notes and $12 million of cash.
As part of the transaction, Eneti, formerly known as Scorpio Bulkers, has received a commitment from ING Bank for a senior secured non-amortizing revolving credit facility of up to $60m.
The credit facility, which includes sub-limits for performance bonds, has a final maturity of August 2022 and bears interest at LIBOR plus a margin of 2.45% per annum, and is subject to certain conditions precedent and the execution of definitive documentation.
Hiroshi Tachigami of Marubeni Corporation and Peter Niklai of INCJ will join the Eneti board of directors, while the current owners of Seajacks will take a 42% stake in Eneti.
Based upon projected earnings from existing and projected employment, Seajacks is expected to have EBITDA in 2021 in the region of $125m.
EBITDA projections for 2021 are based on $224 million of projected revenues, of which 89% are revenues relating to existing contracted employment. In 2022, Seajacks has firm revenue of approximately $118m through employment contracts on 63% of the available days for the vessels Seajacks Scylla and Seajacks Zaratan.
Eneti chief executive Emanuele A Lauro said: “This transaction reflects the biggest step yet in our transformation into a world-class contractor for offshore wind.
“Seajacks is a market leader with a fleet of five advanced jack-up vessels; via this combination we will gain the valuable support of Seajacks shareholders who now become Eneti shareholders; moreover what is central to this combination is the committed and experienced professionals who join our team.
“We are truly excited to be able to work with the Seajacks management team to build on (its) accomplishments, creating the world’s leading owner and operator of WTIVs listed on the New York Stock Exchange.”
Hiroshi Tachigami, of Marubeni Corporation, added: “Eneti is the right partner for our exceptional Seajacks team. Combining Eneti with Seajacks will deliver strategic and financial value to all shareholders.”
The transaction, which has been approved by the Boards of Directors of Eneti and the sellers, is expected to close by the middle of the third quarter of 2021.