Amendment of lock-up agreement – increased support for the proposed restructuring

The Company is pleased to announce further progress in its restructuring. The steps presented below follow from the Transaction described in the announcement made on 5 December 2020 and will ensure the ongoing long-term operations of the business, including vessels with charter contracts continuing to operate as normal, prospective new assignments being signed and delivered and future business being secured. The Transaction will be for the benefit and security of all stakeholders including current and future customers, suppliers, offshore and onshore personnel as well as shareholders and secured financial creditors.

On 5 December 2020, the Company announced that it, together with certain of its subsidiaries, had entered into the Lock-Up Agreement with its 49.92% shareholder, FELS Offshore Pte Ltd (“Keppel”), and 1L Bondholders holding in aggregate over 56% of the 1L Bonds and 2L Bondholders holding in aggregate close to 13% of the 2L Bonds. Additional Bondholders acceded to the Lock Up Agreement and, as a result, 1L Bondholders holding in aggregate over 67% of the 1L Bonds and 2L Bondholders holding in aggregate close to 18% of the 2L Bonds are now party to the Lock-Up Agreement in support of the Transaction. This means that the necessary quorum (2/3 of amount voting) of 1L Bondholders for passing resolutions under the terms of the 1L Bonds in connection with the Transaction have acceded to the Lock-up Agreement. Furthermore, shareholders representing a significant majority of the equity have also approved the Transaction and executed the Lock-Up Agreement.

The 2L Bonds will be issued 10-year warrants which will convert into 12% of the equity in Newco with a strike price based on an equity value of USD 424,000,000 should the 2L Bondholders pass a bondholder resolution under the 2L Bonds in support of the Transaction. In addition, the parties to the Lock-Up Agreement have agreed to issue existing shareholders (other than Keppel) 10-year shareholder warrants which convert into 5% of the equity in Newco with a strike price based on an equity value of USD 625,000,000. These shareholder warrants will be issued pro-rata based on current ownership amongst shareholders voting in favour of a shareholder resolution in support of the Transaction.

As contemplated in the Lock-Up Agreement and the implementation steps to the Transaction, on 16 December 2020 the Company completed the first key restructuring step and filed voluntary winding-up petitions before the Bermuda courts in respect of the Company and the subsidiaries owning the vessels Floatel Reliance, Floatel Superior, Floatel Triumph and Floatel Victory.

Please refer to attached press release for full details.

For further information, please contact:
Peter Jacobsson, CEO, Floatel International AB
Tel: + 46 31 352 07 00; Mob: +46 76 856 36 18
Tomas Hjelmstierna, CFO, Floatel International AB
Tel: + 46 31 352 07 00; Mob: +46 70 261 09 01