LYSAKER, Norway and
NEW ORLEANS, Aug. 22, 2023 /PRNewswire/ -- AMSC ASA
("AMSC") and Maritime Partners, LLC today announced that
AMSC and Project Merchant Acquisition LLC (the "PM
Acquisition"), a newly-formed company owned and controlled
by a fund managed by Maritime Partners, LLC, have signed a share
purchase agreement (the "SPA") for PM Acquisition's purchase
of American Tanker Holding Company, Inc. (the "ATHC"), a
wholly-owned subsidiary of AMSC, (the "Transaction"). ATHC,
through its subsidiaries, owns nine handysize products tankers and
one handysize shuttle tanker, all of which are on long-term
bareboat charter to Overseas Shipholding Group Inc. (NYSE:OSG) or
Keystone Shipping Co. and operated in the U.S. Jones Act
market.
AMSC will receive gross cash proceeds from the Transaction,
subject to certain adjustments, of in an aggregate amount of
US$ 249.3 million, divided between
consideration for the shares in ATHC and repayment of a shareholder
loan, reflecting an enterprise value of ATHC of US$ 746.7 million based on the balance sheet of
ATHC as at March 31, 2023. The
parties expect the Transaction to close on or before October 31, 2023.
AMSC's Board of Directors unanimously approved AMSC's entry into
the SPA. The closing of the Transaction is subject to the
satisfaction of certain customary conditions, as well as the
approval of the Transaction by the affirmative vote of 2/3 of
AMSC's shareholders present and voting at an extraordinary general
meeting of AMSC expected to be held during the second half of
September 2023. Each of Aker Capital
AS and DNB Bank ASA, the two largest AMSC shareholders
(representing in aggregate approximately 34.61% of the issued and
outstanding shares of AMSC), has irrevocably and unconditionally
agreed to vote all of its respective shares in favor of the
Transaction.
"We are thrilled to acquire AMSC's Jones Act business which is a
natural fit for our platform and consistent with our investment
strategy," said Bick Brooks, the
co-founder and Chief Executive Officer of Maritime Partners,
LLC. "The acquired vessels are critical long-lived assets
engaged in the transportation of non-discretionary cargo throughout
the United States. The vessels are employed on long-term
bareboat charters with two strong counterparties. This
acquisition will nicely complement our existing lease portfolio by
diversifying lessee exposure, asset exposure and end market
exposure within the protected Jones Act markets. As we look
to the future, we are excited about cultivating a lasting and
growing partnership with our two new lessees, Overseas Shipholding
Group and Keystone."
Pål Lothe Magnussen, CEO of AMSC commented that "the management
team at AMSC is pleased that a Maritime Partners managed fund, a
leading Jones Act leasing company, is acquiring our Jones Act
business. We believe this is the ideal new owner of this business
for the next phase in the lifecycle of these assets. AMSC's
ownership tenure has surpassed 18 years since the ships were
ordered, during which significant financial profits have been
created and provided to AMSC and its shareholders. We believe that
the long remaining commercial life of the fleet in combination with
strong bareboat charter contract cover in a strong market
represents a good opportunity and point in time for us to
reconsider capital allocation for AMSC and strategy going forward,
and this transaction is a natural step in this process."
Pareto Securities AS has rendered a fairness opinion to the
Board of AMSC concluding that the Transaction, from a financial
point of view, is fair to AMSC. Advokatfirmaet BAHR AS and
Blank Rome, LLP are acting as legal advisors to AMSC.
Deutsche Bank Securities Inc. is acting as financial advisor to
the Buyer. Wikborg Rein Advokatfirma AS and Reed Smith LLP are
acting as legal advisors to the Buyer. Ernst & Young LLP
is acting as tax advisor to the Buyer.
Contacts
AMSC: Pål Lothe Magnussen, +47 90 54 59 59,
pm@amscasa.com
Maritime Partners: James Canafax,
+1 504 264 5118, JCanafax@maritimepartnersllc.com
About AMSC
Established in 2005 and listed on the Euronext Oslo Stock
Exchange (ticker: AMSC), AMSC is a ship owning company with nine
modern handy size product tankers, one modern handy size shuttle
tanker and one subsea construction vessel on bareboat charters with
various counterparties. AMSC has a significant contract backlog, as
well as profit sharing agreements, which offers visibility with
respect to future earnings and potential dividend capacity.
Following completion of the Transaction, the only remaining vessel
of the group will be the subsea construction vessel Normand Maximus, which is chartered to a single
purpose subsidiary of Solstad Offshore ASA.
AMSC's ambition to pay attractive dividends to its shareholders
remains after completion of the Transaction. Further information is
available at www.amscasa.com.
About Maritime Partners
Maritime Partners, LLC is a leading provider of maritime
financing solutions, specializing in vessels that are used in the
Jones Act trade. With a managed fleet of approximately 1,800
vessels in service, the company offers tailored leasing services to
operators across the full spectrum of credit quality. A privately
held company founded in 2015, Maritime Partners, LLC provides the
assets that transport the commodities which represent the primary
building blocks of the US domestic economy, including agricultural
products, chemicals, aggregates, and refined petroleum products.
The management team leverages more than 50 years of operational
experience in chartering, asset management, shipbuilding, and
financing across all marine asset classes. Further information is
available at www.maritimepartnersllc.com.
This information is considered to include inside information
pursuant to the EU Market Abuse Regulation article 7 and is subject
to the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act.
This stock exchange announcement was published by Morten Bakke, CFO, AMSC ASA, on August 22,
2023 at 08:30 CET.
IMPORTANT INFORMATION
This communication is not an offer to sell or purchase, or the
solicitation of an offer to sell or purchase, any securities, or
the solicitation of a proxy, in any jurisdiction in which, or to
any person to whom, such offer, sale or solicitation is not
authorized or would be unlawful.
This communication contains forward-looking statements.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
other statements, which are not statements of historical facts.
Forward-looking statements are generally identified by the words
"expects", "anticipates", "believes", "intends", "estimates",
"plans", "will be" and similar expressions. You are cautioned that
forward-looking information and statements are subject to various
risks and uncertainties, many of which are difficult to predict and
generally beyond the control of AMSC and Maritime Partners, and
that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements contained herein. The
forward-looking statements in this communication speak only as of
the date hereof and, other than as may be required by applicable
law, neither AMSC nor Maritime Partners undertakes any obligation
to update or revise any forward-looking information or
statements.
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