Jul 17 2015
TORM has completed its comprehensive restructuring recapitalising its balance sheet, by reducing the existing debt from around $1.4 bill to about $561 mill.
This was achieved through a lender debt write down to current asset values against the issuance of warrants and a subsequent optional exchange of debt to equity.
As part of the plan, OCM Njord Holdings (Njord Luxco), a wholly owned subsidiary of entities owned by Oaktree Capital Management, had contributed 25 operational and six newbuilding product tankers to TORM’s fleet.
TORM said that as a result, one of the largest product tanker owner/operators globally was created that is poised for further growth with:
*A diverse fleet of 74 owned product tanker vessels, including LR2, LR1, MR and Handysize vessels with an average age of about 10 years.
*A cash generative business benefiting from strong industry fundamentals, significant operational leverage, large on-the-water fleet and scale across multiple vessel segments.
*A strong balance sheet providing significant financial flexibility to fund future fleet investment.
*A restructured debt with attractive terms, flexibility and repayment profile.
Following the registration of the capital increases with the Danish Business Authority, the registered ‘A’ share capital of TORM will amount to a nominal DKK957,543,745.54. The new ‘A’ shares to be issued in connection with the restructuring correspond to 99.2% of TORM’s registered share capital and votes.
It is expected that the new ‘A’ shares will be admitted to trading and official listing on Nasdaq Copenhagen by end of July 2015.
For the full-year 2015, the combined group expects positive EBITDA in the range of $170-210 mill and a profit before tax in the range of $100-140 mill.
As at close of business 13th July, 2015, the combined group has available liquidity in the form of cash and cash equivalents in excess of $125 mill (of which, $55 mill represents the Oaktree cash injection) and a new undrawn working capital facility of $75 mill.
As part of the restructuring transaction, Njord Luxco has sold its shares in OCM (Gibraltar) Njord Midco to TORM, thereby contributing the product tankers to the group.
In exchange for the Njord Luxco contribution, TORM has issued the new ‘A’ shares enabling Njord Luxco to hold the same percentage of the outstanding shares of TORM as its contributed net assets (adjusted for remaining capital expenditures related to the newbuildings) bear to the total NAV of TORM.
As a result, Njord Luxco and thereby indirectly Oaktree, is now the majority shareholder in TORM holding around 62% of the outstanding ‘A’ share capital, as well as the special voting rights attached to the ‘C’ share.
A single redeemable and non-transferable C share was issued to Njord Luxco in order to give the vehicle and its affiliates sufficient voting rights to allow it to elect all board members, including the chairman, other than the minority director (and employee representatives, if any) and to vote for amendments to TORM's Articles of Association with the exception of certain minority protection rights.
TORM said that it will likely hold an extraordinary general meeting in the second half of August 2015 to, among other things, elect new board members.
This so called group of New Lenders was advised by Milbank, Tweed, Hadley & McCloy. They consisted of around 25 investment banks, investment funds and other lenders involved in the $1.4 bill restructuring of TORM.
The restructuring was implemented via an English law scheme of arrangement and made possible by certain of TORM’s lenders, including the New Lenders, agreeing to exchange their debt for equity in TORM.
The Milbank team was led by financial restructuring group partners Peter Newman in London and Gerard Uzzi in New York and included lawyers from the firm’s financial restructuring, transportation and space finance, global corporate, global securities, US and European tax and anti-trust practice groups.
Houlihan Lokey provided financial advice to the New Lenders, while Danish law advice was provided by Plesner.
Firms could decide to relocate if measures are implemented
As of January 1, 2013, foreign flagged vessels that are managed by Greek or foreign ship management companies in Greece are subject to Greek tonnage tax. The payment of tonnage tax exhausts the tax liability of the foreign ship owning company against any tax, duty, charge or contribution payable on income from the exploitation of the foreign flagged vessel.
Fred Cheng scoops five VLCCs in tanker comeback
JUNE 18TH, 2015 Holly Birkett HOLLY BIRKETT GREATER CHINA, TANKERS 0 COMMENTS
Athens: Fred Cheng’s Shinyo International has bought five VLCCs for a combined $326m, brokers told Splash today. All the deals are still on subjects.
China VLCC has sold three to Shinyo in a deal worth a combined $238m. The vessels are New Medal (297,000 dwt, built 2009), which is being sold for $78m; New Coral (297,600 dwt, built 2010) for $82m, and New Founder (297,400 dwt, built 2008) for $74m.
Cheng’s other two purchases are the Power D and Energy R (both 319,000 dwt, built 2003), sold for $44m each by Nord Reederei last week.
“The markets are coming together, there is a great opportunity in VLCCs,” Cheng told Maritime CEO in September, saying he was anxious to make a comeback to shipowning.
At the end of April, China VLCC bought two second-hand VLCCs from Sinokor Merchant Marine for a total of $165m, the vessels being Beijing Sunrise (321,300 dwt, built 2009) and Dalian Glory (301,900 dwt, built 2011).
Euronav Plans $1.2 Billion Tanker Shopping Spree
Deal for 18 tankers is one of the largest for oil carriers this year
Euronav, a Belgian shipping company, is set to boost its fleet of tankers, one of which is pictured here in the Suez Canal in Ismailia, Egypt. ENLARGE
Euronav, a Belgian shipping company, is set to boost its fleet of tankers, one of which is pictured here in the Suez Canal in Ismailia, Egypt. PHOTO: BLOOMBERG NEWS
By COSTAS PARIS
June 11, 2015 9:09 a.m. ET
LONDON—Euronav, the world’s largest listed crude-tanker operator, is set to buy 18 tankers for around $1.2 billion in one of the biggest deals involving oil carriers this year, two people with direct knowledge of the matter said.
“Euronav is in advanced discussions with Greece’s Metrostar to buy eight very large crude carriers,” or VLCCs, one of those people said. “If nothing changes, the deal to buy four of the VLCCs, plus an option for another four, will be signed as early as next week for $98 million per ship.”
Another person said Belgium-based Euronav also is in the market to buy 10 smaller Suezmax tankers from Southport, Conn.-based Principal Maritime Tankers Corp. for around $48 million each.
Increased demand for crude on the back of weak oil prices has kicked off a race among major tanker owners to increase their fleets. Spot daily charter rates for a VLCC are around $60,000 a day, with a break-even point around $25,000. Suezmaxes are being chartered for a daily $48,000, with the break-even around $20,000.
The Metrostar Management Corp. VLCCs are currently being built by South Korea’s Hyundai Heavy Industries Co., with the first ship to be delivered in September and the last in January 2017. The Principal Maritime Suezmaxes have already been delivered.
If the deals go through, New York- and Euronext-listed Euronav will have increased its fleet to 81 crude carriers. Last year, it bought 15 VLCCs from Denmark’s Maersk Tankers, a unit of A.P. Møller-Mærsk A/S, for $980 million.
S&P Affirms 'B+' Rating on Navios -2-
Jun 02, 2015 10:08:00 (ET)
The following is a press release from Standard & Poor's:
-- Marshall Islands-registered tanker shipping company Navios Maritime
Acquisition Corp. reported improved earnings and cash flow generation in the
first quarter of 2015, and we expect the uptrend will continue.
-- We are therefore affirming our 'B+' long-term rating on Navios
-- We are also raising our issue rating on Navios Acquisition's senior
secured debt to 'BB-' from 'B+' and assigning a '2' recovery rating to this
-- The stable outlook reflects our view that the company will achieve
rating-commensurate credit ratios over the next couple of years, underpinned
by a gradual recovery in time-charter rates and increasing EBITDA, further
supported by higher profit-share income from employed vessels.
LONDON (Standard & Poor's) June 2, 2015--Standard & Poor's Ratings Services
today said it affirmed its 'B+' long-term corporate credit rating on Marshall
Islands-registered tanker shipping company Navios Maritime Acquisition Corp.
(Navios Acquisition). The outlook is stable.
In addition, we raised our issue rating on Navios Acquisition's senior secured
debt to 'BB-' from 'B+' and assigned a recovery rating of '2', reflecting our
expectation of a substantial recovery (in the lower half of 70%-90%) in the
event of payment default.
The affirmation reflects our view that Navios Acquisition's credit metrics
will improve over our 2015-2016 forecast horizon and be commensurate with a
'B+' rating. Specifically, we anticipate that the ratio of adjusted funds from
operations (FFO) to debt will exceed 9%, owing to likely steady EBITDA growth
and gradual debt reduction that will follow the company's recent period of
We think that 2015 and particularly 2016 will be key years in terms of Navios
Acquisition's credit ratio performance, offsetting ratios in 2012-2014,
because all vessels that were previously on order have been delivered and
started generating 12-month EBITDA from the beginning of this year. Navios
Acquisition posted strong EBITDA of about $53 million in the first quarter of
2015, up from $34 million in the same quarter in 2014. The company's credit
ratios in 2012-2014 were distorted because of cash generation and debt
incurrence mismatches. We understand that the impact of lost EBITDA because of
the vessel disposals to the affiliate Navios Maritime Midstream Partners L.P.
will be, to some extent, offset by the related dividend contribution from the
affiliate to Navios Acquisition; debt repayment under the vessels sold and the
resulting lower interest expense; and reduced costs for drydocking/special
Under our base-case operating scenario, we project earnings improvement in
2015-2016 will be underpinned by the recovery in charter rates for product
tankers and very large crude carriers (VLCCs). We estimate Navios
Acquisition's EBITDA (including dividends from the affiliate) will climb to
about $180 million-$190 million in 2015 and about $190 million-$200 million in
2016, from approximately $155 million in 2014.
We take into account Navios Acquisition's high contracted revenues, which
provide good earnings visibility and consequently downside protection. As of
May 11, 2015, about 88% of Navios Acquisition's vessel-operating days were set
for 2015 and about 32% for 2016. We understand that the average charter rates
in these contracts are above Navios Acquisition's cash flow break-even rates
(including capital repayments) and that about one-half of the contracts
include a profit-sharing provision, which will enable Navios Acquisition to
benefit if charter rates recover to more than the contracted rate.
In our base-case, we assume:
-- Global oil demand that is strongly correlated to GDP growth. Standard
& Poor's economists expect global growth will be a bit stronger this year and
next, despite a continuing slowdown in China, as the U.S., the eurozone,
Japan, and India all grow faster (see "Global Economic Outlook: Gaining
Traction, Gaining Balance," published April 16, 2015, on RatingsDirect).
-- Revenues in line with contracted vessels' daily rates provided by
Navios Acquisition and for the vessels due for re-chartering, according to our
forecast time-charter rates.
-- Time-charter rates for VLCCs of $45,000 per day in 2015-2016 and for
product tankers between $15,000/day and $19,000/day in the same period.
-- Capital expenditures in 2015 that reflect first-quarter 2015 delivery
of two remaining vessels on order, for about $30 million.
-- Further potential disposals of vessels to Navios Maritime Midstream
Partners or additions to rejuvenate the fleet that will be executed or funded
so that it supports improving credit measures in 2015-2016.
Under our base-case, we arrive at the following credit measures for Navios
-- A weighted average ratio of Standard & Poor's-adjusted FFO to debt of
10%-12% in 2015-2016, up from approximately 6% in 2014.
-- A weighted average ratio of adjusted debt to EBITDA of about 5.0x-6.0x
in 2015-2016, down from 7.0x-8.0x in 2014.
The rating on Navios Acquisition remains constrained by our view of its
financial risk profile as "highly leveraged," reflecting the company's high
adjusted debt as a result of the underlying industry's high capital intensity
and its large expansionary investments.
The key consideration in our assessment of Navios Acquisition's "fair"
business risk profile is our view of the shipping industry's "high" risk.
This, we think, stems from the industry's capital intensity, high
fragmentation, frequent imbalances between demand and supply, lack of
meaningful supply discipline, and volatility in charter rates and vessel
values. The company's relatively narrow business scope and diversity, with a
focus on the tanker industry, and its concentrated, albeit good-quality,
customer base also constrain the rating.
We consider these risks to be partly offset by Navios Acquisition's
competitive position, which incorporates the company's strong profitability.
We factor in our view of the low volatility in the company's EBITDA margins
and returns on capital, thanks to its conservative chartering policy,
competitive operating break-even rates, and limited exposure to fluctuations
in prices of bunker fuel through time-charter contracts, which largely
counterbalance the industry's cyclical swings. We also think that Navios
Acquisition's competitive position benefits from its attractive fleet profile,
supported by a relatively large, modern, and high-quality fleet.
We assess Navios Acquisition's management and governance as "strong," which
leads to one-notch uplift to our 'b' anchor, or baseline assessment of the
company, as defined in our criteria. We think that Navios Acquisition has a
strong management team with substantial industry experience and expertise and
a demonstrated track record in operational effectiveness, in particular during
the prolonged industry downturn.
Our ratings on Navios Acquisition reflect its stand-alone credit quality.
Although the company is partly owned by and shares links with Navios Maritime
Holdings Inc., these companies have different shareholder groups and are
separately listed. Furthermore, management has informed us that, financially,
each company operates on a stand-alone basis.
The stable outlook reflects our base-case expectation that Navios Acquisition
will achieve rating-commensurate credit ratios within our 2015-2016 outlook
horizon, underpinned by a gradual recovery in time-charter rates and
increasing EBITDA, further supported by higher profit-share income from the
We forecast that Navios Acquisition will achieve an adjusted ratio of FFO to
debt of more than 9% in 2015, which we consider to be commensurate with the
'B+' rating on the company. We also factor in our assumption that Navios
Acquisition will significantly curb its fleet expansion and use free operating
cash flow to reduce debt. Given the inherent volatility in the underlying
sector, we consider the company's consistently "adequate" liquidity to be a
critical and stabilizing rating factor.
We would consider a negative rating action if we believed that Navios
Acquisition was unable to achieve EBITDA growth and its credit metrics fell
short of our base-case expectations. More specifically, we could lower the
rating if the company's adjusted FFO to debt remained below 9%. This scenario
could most likely result from lower-than-expected tanker charter rates, which
would prevent Navios Acquisition from achieving more attractive employment for
vessels up for recharter or from earning profit-share income from the employed
vessels. Moreover, rating pressure could arise if Navios Acquisition's debt
increased significantly on account of unexpected large investments in new
We could also lower our rating on Navios Acquisition if we regard management's
operating strategy and its stance toward the company as no longer consistent
with our "strong" management and governance assessment.
Conversely, we could raise the rating if Navios Acquisition pursues a track
record of maintaining its positive EBITDA generation momentum, significantly
curbs its investment in new vessels, and uses free operating cash flow to
reduce debt. This would improve debt protection metrics to levels in line with
an "aggressive" financial risk profile. Specifically, an upgrade would follow
Navios Acquisition's achievement and maintenance of a ratio of adjusted FFO to
debt of more than 12% on a consistent basis. This threshold could be within
reach in 2016-2017, particularly if the positive tanker charter-rate momentum
Press Release: S&P Assigns 'B+' Rating To Navios -2-
May 28, 2015 13:41:00 (ET)
The following is a press release from Standard & Poor's:
-- We consider that Marshall Islands-registered Navios Maritime Midstream
Partners L.P. (Navios Midstream), a tanker shipping company, benefits from its
medium- to long-term charter profile and stable profitability, offset by its
narrow business scope and diversity.
-- The company is undertaking to borrow a $205 million loan, which it
will use mostly to repay existing credit facilities and acquire two very large
-- We are assigning our 'B+' long-term corporate credit rating to Navios
Midstream. We are also assigning our 'BB-' issue rating to the proposed $205
million term loan maturing in 2020.
-- The stable outlook reflects our view that Navios Midstream will
maintain credit metrics commensurate with the rating, supported by its medium-
to long-term charter profile, predictable cost structure, and use of
conservative funding to expand its fleet.
LONDON (Standard & Poor's) May 28, 2015--Standard & Poor's Ratings Services
today assigned its 'B+' long-term corporate credit rating to Marshall
Islands-registered owner and operator of oil tankers Navios Maritime Midstream
Partners L.P. (Navios Midstream). The outlook is stable.
In addition, we assigned our 'BB-' issue rating to Navios Midstream's proposed
$205 million term loan. The recovery rating on the loan is '2', reflecting our
expectation of substantial recovery, in the lower half of the 70%-90% range,
in the event of payment default.
The rating on the proposed term loan is based on preliminary information and
is subject to our satisfactory review of the final documentation.
The rating on Navios Midstream reflects our assessment of the company's
business risk profile as "weak" and its financial risk profile as
"significant." Our assessment assumes that the company will complete as
proposed its debt-funded acquisition of two additional very large crude
The key consideration in our business risk profile assessment is our view of
the shipping industry's "high" risk, owing to its capital intensity, high
fragmentation, frequent imbalances between demand and supply, lack of
meaningful supply discipline, and charter rate volatility. The company's
relatively narrow business scope and diversity--with a business model
currently built around four VLCCs--and its concentrated charterer base also
constrain our assessment.
We consider these risks to be partly offset by the company's likely low
volatility of profitability owing to its conservative chartering policy,
competitive break-even rates, and limited exposure to fluctuations in revenues
through time-charter contracts. Furthermore, in our business risk assessment,
we recognize the medium-term visibility on revenues offered by the average
remaining contract duration of seven years on Navios Midstream's current four
contracted vessels. These combined factors largely counterbalance the
industry's cyclical swings in the medium term. In addition, we note the
profit-sharing provisions in Navios Midstream's charter arrangements, which
provide potential upside should the spot market charter rates improve above
their contracted rates.
We view Navios Midstream's financial risk profile as "significant," reflecting
the company's relatively high Standard & Poor's-adjusted debt. The proposed
transaction stipulates that the company will raise a $205 million term loan B,
repay $124 million of existing credit facilities, and acquire two vessels from
Navios Maritime Acquisition Corp. for about $73 million. This will be partly
offset by more vessel operating days owing to the expanding fleet and the
resulting EBITDA increase. Accordingly, we forecast that Navios Midstream's
adjusted ratio of funds from operations (FFO) to debt will be about 25%-28%,
which is commensurate with the "significant" financial risk profile.
We adjust downward Navios Midstream's anchor score of 'bb-' using our
comparable rating analysis modifier to reach the 'B+' corporate credit rating.
This is to reflect the company's small absolute size and limited scope of
business operations, which we believe makes it susceptible to adverse
movements in the tanker market--especially if the developments occur at a time
when its ships are near the end of its charters. In addition, we see some
concentration risk in Navios Midstream's customer base, with one key customer
accounting for a significant proportion of revenues in 2015. In our opinion,
the loss or downsizing of this contract could adversely affect the company's
Our base case assumes:
-- Global growth--which we view as heavily correlated with global oil
demand--to be a bit stronger this year and next, despite a continuing slowdown
in China, as the U.S., the eurozone, Japan, and India all grow faster (see
"Global Economic Outlook: Gaining Traction, Gaining Balance," published on
April 16, 2015, on RatingsDirect).
-- Revenues in line with contracted vessels' daily rates provided by
Navios Midstream and for the vessels due for rechartering, according to our
forecast time charter rates.
-- Time charter rate for VLCCs of $45,000 per day in 2015-2017.
-- Increasing vessel operating days during 2015 and 2016 compared with
2014, resulting from two new vessels to be acquired in July 2015.
-- If the transaction is successfully completed, capital expenditure
(capex) of about $73 million in 2015 to acquire two vessels from Navios
Maritime Acquisitions, which will be funded mostly with net proceeds from a
new debt on a loan-to-value basis of about 80%-85% and partly by the non-cash
-- If the transaction is successfully completed, incremental annual
EBITDA from these two new vessels of about $20 million-$25 million.
-- Further potential additions to the fleet (beyond the two vessels, as
proposed) to be funded in such a way as to support credit measures consistent
with a "significant" financial risk profile.
Based on these assumptions, we arrive at the following credit measures:
-- A weighted-average ratio of Standard & Poor's-adjusted FFO to debt of
25%-28% in 2015-2016.
-- A weighted-average ratio of adjusted debt to EBITDA of 3.7x-3.0x in
The stable outlook on Navios Midstream reflects our view that, despite the
likely further vessel acquisitions, the company will maintain its credit
metrics at levels commensurate with the rating, supported by its medium- to
long-term time-charter profile, predictable cost structure, and use of
conservative funding to expand its fleet. Specifically, we forecast that the
company will achieve an adjusted FFO-to-debt ratio at above 20%, which we
consider to be commensurate with the rating. Furthermore, given the inherent
volatility of the sector in which Navios Midstream operates, we consider the
company's consistently "adequate" liquidity--with sources covering uses by at
least 1.2x for the following 12 months--to be a critical and stabilizing
We could downgrade Navios Midstream if we considered that the ratio of
adjusted FFO to debt was falling sustainably below 20%. This could stem from
unexpected operating underperformance, for example due to a loss of or damage
to one of the vessels without proper and timely compensation from the insurer,
or delayed payments or nonpayment under the current charter agreements, or if
the company was forced to reemploy the majority of its vessels at rates well
below the currently contracted rates. Moreover, the rating may come under
pressure if Navios Midstream pursued significant and largely debt-funded
investments in additional tonnage, beyond our base-case assumptions, or more
aggressive shareholder distributions than we currently forecast, which would
weaken the company's credit metrics and liquidity.
We could consider a positive rating action if the company's operating
performance improved significantly, such that FFO to debt rose above 30% on a
sustainable basis. That said, we believe the scope for such an improvement in
the financial risk profile over the next 12-18 months is limited, given our
expectations of periodic partly debt-funded additions to the fleet and a
fairly aggressive dividend payout.
We could also consider an upgrade if we remove our comparable rating analysis
modifier. This could happen if Navios Midstream materially increased its
business scope and delivered sustained EBITDA growth.
Reuters) - Time Warner Cable Inc (TWC.N) is open to merger discussions with Charter Communications Inc (CHTR.O) following a failed $45 billion bid by Comcast Corp CMSA.O, according to people familiar with the matter.
Friendly negotiations between the two companies would be in sharp contrast to their acrimonious exchanges in 2013 and early 2014 that ended with Time Warner Cable rejecting unsolicited approaches by Charter and instead finding a white knight in Comcast.
While Charter has yet to make a formal offer, Time Warner Cable believes its smaller peer may be willing to make a bid that is more attractive compared with its takeover attempt two years ago, the people said.
Time Warner Cable also views Charter's stock as a more valuable currency than it did last year given its stock performance since then, the people said. Charter shares are up 33 percent in the last 12 months. Time Warner Cable also is open to deals with companies other than Charter, the people added.
The sources asked not to be identified because the deliberations are confidential. Time Warner Cable and Charter both declined to comment.
Last Friday, Comcast abandoned its $45 billion offer for Time Warner Cable after U.S. regulators raised concerns that the merger would give Comcast an unfair advantage in the cable TV and Internet-based services market.
Analysts expecting Charter to pursue TWC have debated whether Charter would top its previous bid in an effort to secure a friendly deal, or, facing no rival buyer, try to get TWC for less.
Controlled by John Malone’s Liberty Media Corp (LMCA.O), Charter had bid $37.3 billion or about $132.50 per share for TWC last year before being beaten by Comcast, whose all-stock deal was initially worth $158.82 per share.
Malone, a deal maker known as the “cable cowboy,” was asked in November whether he would pursue TWC if the Comcast deal fell through. "Hell yes," he replied.
Charter was also part of the complicated Comcast deal that unraveled. It would have acquired control of subscribers divested by the merged company. Last month Charter also agreed to acquire Bright House Networks for $10.4 billion.
Time Warner Cable has the right of first refusal in the event of a Bright House sale, however, and it could see such a deal as a way to avoid being bought by Charter, analysts have said.
Earlier on Monday, the Wall Street Journal reported that Time Warner Cable had reached out to Cox Communications about a potential merger, a report that both companies later denied.
(Additional reporting by Malathi Nayak in New York; Editing by Peter Henderosn and Ken Wills)