Posted on August 23, 2023
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.
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.