Eneti Inc.’s wholly-owned direct subsidiary entered into a binding agreement with Marubeni Corporation, INCJ, Ltd., and Mitsui O.S.K., Lines Ltd. under which Eneti will acquire 100 per cent of Atlantis Investorco Limited, the parent of Seajacks International Limited.
Seajacks was founded in 2006 and is based in Great Yarmouth, UK. It is the largest owner of purpose-built, self-propelled wind turbine installation vessels in the world and has a track record of installing wind turbines and foundations dating to 2009.
Seajacks’ flagship NG14000X design Seajacks Scylla, was delivered from Samsung Heavy Industries in 2015, and it is currently employed in Asia.
Seajacks also owns and operates the NG5500C design Seajacks Zaratan which is currently operating in the Japanese market under the Japanese flag, as well as three NG2500X specification WTIVs which are employed in the North Sea market.
Eneti will acquire Seajacks for consideration of approximately 8.13 million shares, USD 299 million of assumed net debt, USD 74 million of newly-issued redeemable notes, and USD 12 million of cash.
Upon closing, existing Eneti shareholders will own 58 per cent of Eneti and the sellers of Seajacks will own 42 per cent.
”This transaction reflects the biggest step yet in our transformation into a world-class contractor for offshore wind,” Emanuele A Lauro, Eneti’s Chairman and Chief Executive Officer, said.
”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. Seajacks has successfully installed 2.2GW of offshore wind capacity since its inception. Their organization has delivered on complex projects for demanding customers in the most difficult operating environments. We are truly excited to be able to work with the Seajacks management team to build on these accomplishments, creating the world’s leading owner and operator of WTIVs listed on the New York Stock Exchange.”
As part of the transaction, Eneti has received a commitment from ING Bank N.V. for a senior secured non-amortizing revolving credit facility of up to USD 60 million.
Based upon projected earnings from existing and projected employment, Seajacks is expected to have Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) in 2021 in the region of USD 125 million. EBITDA projections for 2021 are based on USD 224 million of projected revenues, of which 89 per cent are revenues relating to existing contracted employment. In 2022, Seajacks has firm revenue of approximately USD 118 million through employment contracts on 63 per cent of the available days for the Seajacks Scylla and Seajacks Zaratan.
The transaction, which has been approved by the Boards of Directors of Eneti and the owners of Seajacks, is expected to close by the middle of the third quarter of 2021.
Hiroshi Tachigami, of Marubeni Corporation, said: ”Eneti is the right partner for our exceptional Seajacks team. Combining Eneti with Seajacks will deliver strategic and financial value to all shareholders. Marubeni Corporation, as well as INCJ, Ltd. and Mitsui O.S.K., Lines Ltd., are delighted to become shareholders in Eneti and participate in the next phase of expansion in the fast-developing offshore wind sector.”
Eneti Inc., formerly Scorpio Bulkers, has turned its focus from the dry bulk shipping sector to offshore wind.
Last year, the NYSE-listed company announced it would sell its remaining dry bulk vessels and exit the sector during 2021 as it shifts its focus to owning and operating offshore wind installation vessels.
Eneti delivered the final bulk carrier in its fleet to the new owners in July, marking the conclusion of the company’s exit from the dry bulk sector.