Havila Shipping to Take Ownership of 5 Platform Supply Vessels

- Havila Shipping to Take Ownership of 5 Platform Supply Vessels

Tuesday, June 28, 2011
Havila Shipping ASA

Havila Shipping has entered into an agreement with its controlling shareholder Havila AS and Havila AS' wholly-owned subsidiary Havvåg AS for the purpose of transferring Havila AS' indirect ownership interests in the five platform supply vessels MV Havila Fortune, MV Havila Aurora, MV Havila Borg, MV Havila Commander and MV Havila Crusader (the "PSVs") to the Company (the "Transaction").

The transfer of the ownership interest in the PSVs to the Company will be carried out through a transfer of the shares in subsidiaries of Havila AS and interests in Havila PSV DIS as contribution in kind against the issue of shares in the Company.

Havila AS' ownership interests in the PSVs are primarily held by private limited companies, wholly- or partly-owned subsidiaries of Havila AS, which in turn hold ownership interests in the partnerships owning the PSVs, provided, however, that Havila AS holds some interests directly in Havila PSV DIS (the "SPVs").

Following completion of the Agreement, the Company will, indirectly, be the owner of 40% in MV Havila Crusader and MV Havila Commander, 49% in MV Havila Borg and 50% in MV Havila Aurora and MV Havila Fortune. MV Havila Aurora, MV Havila Borg and MV Havila Fortune are currently managed by the Company (commercial and technical management), while MV Havila Commander and MV Havila Crusader are on 8-year bareboat charters to the Company. All PSVs are currently operational and on contracts of variable lengths, with remaining duration between two months and five years, offering a balanced market exposure.

The acquisition of a controlling stake in the two PSVs currently leased, MV Havila Commander and MV Havila Crusader is expected to improve earnings significantly through a reduction of net leasing costs, which is currently approximately NOK 100 million annually, and improving the overall financial structure of the Company through replacing leasing with traditional financing.

The acquisition of three additional PSVs, MV Havila Aurora, MV Havila Borg and MV Havila Fortune, is also considered favourable as the Company already operates all of these PSVs, with solid operating performance. These PSVs have remaining contract durations of approximately two months, one year and five years (plus options), respectively, providing Havila Shipping with growth at a favourable
entry point for expansion in the supply market, and at the same providing balanced contract mix.

The financing of all PSVs will be continued under new ownership.

As part of the transactions, the Company will cancel the Total Return Swap on approximately 1.05 million shares. The reason for this, is that the Company having such financial exposure to its own share price is outside the key business scope of the Company.

The SPVs and the PSVs

The Company's acquisition of ownership interests in the PSVs will be carried out through the transfer of Havila AS' shares and interests in the following companies:

• Havship I AS - MV Havila Fortune
  • The Company will acquire 100% of the shares of Havship I AS ("Havship I"), which in turn holds 50% of the outstanding ownership interests in P/R Havship DA, a Norwegian partnership with apportioned liability and business registration number 993 442 003 ("PR Havship I").
  • PR Havship I owns the PSV MV Havila Fortune. MV Havila Fortune is a PSV MT6009 MkII (3,205 dwt), which was built in 2008. It is on contract with Maritime Logistic Services AS until August 2011, and has an option for 3 further wells.
  • The board of directors of Havship I comprises Per Sævik as chairman and sole board member and Njål Sævik as deputy board member. Per Sævik is also the general manager. There are no employees in Havship I.
• Havila Aurora AS - MV Havila Aurora
  • The Company will acquire 100% of the shares of Havila Aurora AS ("Havila Aurora"), which in turn holds 50% of the outstanding ownership interests in P/R Havship II DA, a Norwegian partnership with apportioned liability and business registration number 894 084 782 ("PR Havship II").
  • PR Havship II owns the PSV MV Havila Aurora. MV Havila Aurora is a PSV MT6009 MkII (3,205 dwt), which was built in 2009. It is on contract with Total until March 2016, with an additional option for 2 years.
  • The board of directors of Havila Aurora consists of Per Sævik (chairman), Njål Sævik, Hege Sævik Rabben and Vegard Sævik. Per Sævik is also the general manager. There are no employees in Havila Aurora.
• Havila Borg AS - MV Havila Borg
  • The Company will acquire 100% of the shares of Havila Borg AS ("Havila Borg"), which in turn holds 49% of the outstanding ownership interest in P/R Havship III DA, a Norwegian partnership with apportioned liability and business registration number 994 760 890 ("PR Havship III").
  • PR Havship III owns the PSV MV Havila Borg. MV Havila Borg is a PSV Havyard 832 (4,000 dwt), which was built in 2009. It is on contract with Shell until July 2012 with a 1 year option.
  • The board of directors of Havila Borg consists of Per Sævik (chairman), Njål Sævik and Kjell Rabben. Njål Sævik is also the general manager. There are no employees in Havila Borg.
• Havila PSV AS and Havila PSV DIS - MV Havila Commander and MV Havila Crusader.
  • The Company will acquire 37%, and indirectly (through its wholly owned subsidiary Havila PSV AS ("HPSV AS")) an additional 3%, of the outstanding ownership interest in Havila PSV DIS, a Norwegian silent partnership ("HPSV").
  • HPSV controls the PSVs MV Havila Commander and MV Havila Crusader. MV Havila Commander and MV Havila Crusader are both PSV VS485 (4,900 dwt), which were built in 2010. MV Havila Commander is on contract with ConocoPhilips until mid July 2011, then three months with Maersk Oil & Gas and MV Havila Crusader is on contract with Talisman until November 2011 with two six-month options.
  • The boards of directors of HPSV AS and HPSV consist of Svein Sandvik (chairman), Njål Sævik and Richard Jansen. There are no employees in any of these companies.

PR Havship I, PR Havship II, PR Havship III and HPSV are jointly referred to as the "Partnerships".

Further, the Company intends to increase its ownership in the PSVs to 100% of MV Havila Fortune, Havila Aurora and Havila Borg and 74% of the ownership interests in Havila PSV DIS (MV Havila Commander and MV Havila Crusader) through an acquisition from the third party owners of Partnerships against cash consideration, provided, however, that Mavi VX shall transfer its shares in the partnerships owning MV Havila Aurora, MV Havila Borg and MV Havila Fortune to Havila Shipping as contribution-in-kind against shares in Havila Shipping. The calculation in these acquisitions shall be calculated on the same basis as the consideration in this Transaction.

[No agreements have been, or will be, entered into in connection with the Agreement for the benefit of the parties' board members or management.]

The consideration and settlement

The consideration in the Transaction comprises the aggregate value of the shares transferred to Havila Shipping, which for each of the SPVs is calculated on the basis of (i) the market value of the PSVs as of December 31, 2010 (based on shipbroker valuations as of March 31, 2011, and for MV Havila Commander and MV Havila Crusader also reflecting the Company's purchase options starting in
2012), (ii) value adjusted equity related to the other assets and liabilities in the relevant Partnerships as of December 31, 2010, and (iii) the net profit excluding depreciations of the relevant Partnership in the period from January 1, 2011 to July 19, 2011. The purchase price will comprise the total value of each Partnership adjusted for the percentage of ownership interests not transferred to Havila Shipping.

Based on the above and an agreed total value for the 5 PSVs in the amount of NOK 1,503 million on a 100% basis, the aggregate value of the shares transferred to Havila Shipping is expected to amount to NOK 149.7 million, which is subject to adjustments for the actual net profit in the period up to July 19, 2011.

The subscription price for each share issued to Havila AS against contribution in kind will be equal to the subscription price in the Company's contemplated private placement announced on June 27, 2011. The indicative price range in the private placement is between NOK 52.50 and NOK 57.50, and the final subscription price will be determined by the Board of Directors after completion of the book-building period, expected to end on July 1, 2011.

The number of shares to be issued to Havila AS as consideration for the contribution-in-kind with an aggregate value of NOK 149.7 million and a subscription price at the mid-point of the price range (i.e. NOK 55), is 2,721,203 shares.

The shares will be issued by the Board of Directors pursuant to its authorization to increase the share capital of the Company granted by the general meeting held on April 28, 2011.

Oil & Gas Post

Promote Your Page Too

Unclear Ownership of Mineral Rights May Hurt Ohio's Revenue Hopes

Unclear Ownership of Mineral Rights May Hurt Ohio's Revenue Hopes

Monday, May 09, 2011
The Columbus Dispatch, Ohio
by Spencer Hunt

Plans to make millions of dollars by opening up state parks to drilling could be limited by the relatively small amount of natural-gas rights Ohio actually owns.

Of the 115,300 acres of state parks, the Ohio Department of Natural Resources estimates that it owns the gas rights for 34,590 acres. That's less than one-third of the state park land that could be opened to drilling if lawmakers approve one of several proposals.

In many cases, the state doesn't know who owns the natural-gas rights, said Gene Wells, real-estate administrator for the Ohio Department of Natural Resources. Access to natural gas is covered by mineral rights.

"Some of these lands were purchased in the 1920s," Wells said. "It was not an issue back then to clearly identify what our mineral interests were."

It's definitely an issue now.

Eager to tap natural gas in the deeply buried Marcellus and Utica shale deposits in Ohio, energy companies are offering landowners as much as $1,500 an acre for the mineral rights. Gov. John Kasich and Natural Resources officials say that the proceeds from drilling would help whittle down a $560 million maintenance backlog at state parks.

Landowners lease access to the mineral rights and collect royalty payments from any gas the wells produce.

But if the state doesn't own the rights, it can't make any money.

In many cases, there are old leases that give companies "surface access." This could force the state to allow drilling despite having no mineral rights or chance of royalties.

Wells and Thomas Stewart, executive vice president of the Ohio Oil and Gas Association, said leaseholders could argue that they have the legal rights to drill in some of the state's parks right now.

"It's always been the case that that possibility existed," Stewart said.

Environmental advocates who oppose such drilling say that fact raises a red flag.

"Drilling in state parks is going to make more headaches than money for the state," said Jennifer Miller, spokeswoman for the Ohio chapter of the Sierra Club. "It's just a plain bad idea."

Some of the mineral-rights owners are well-known. Wells said the Army Corps of Engineers holds the rights to thousands of acres, mostly for parks centered on reservoirs, including Alum Creek State Park in central Ohio.

Wells said the federal agency has told him it will not allow drilling. Corps officials did not return calls for comment.

Columbia Gas Transmission Corp. holds leases on much of the mineral rights beneath Mohican, Malabar Farm and Hocking Hills state parks. The company currently uses old wells in the parks as storage sites for natural gas, Wells said.

In an email, the company said it has not subleased rights to drill into the Utica shale beneath any of its storage sites at state parks. The company wrote that it has subleased mineral rights beneath natural-gas storage areas across the United States to oil and gas companies.

In many cases, Wells said, Natural Resources doesn't know who holds the mineral rights or what lease agreements might still apply to sites. To find out, the state would have to perform title searches in county recorder offices statewide.

For example, the state owns the surface rights to 627.5 acres in Tar Hollow State Park, but it has no idea who holds the mineral rights.

"On a case-by-case basis, we'd have to look at the (ownership) history and go from there on what we would allow," Wells said.

Most of the mineral rights that state parks officials have confirmed are concentrated in Salt Fork State Park in Guernsey County. The 20,756-acre state park is surrounded by oil and gas wells.

It's unclear how much money the state could make if it opened state parks to drilling, but Stewart said the income would be substantial.

"It is 34,000 acres," he said. "That's a lot of acreage."

Sen. Keith Faber, a Celina Republican who co-sponsored one of the bills that would allow drilling on public lands, said he would support drilling no matter how much the state stands to make.

"Just because the state doesn't get the money, you shouldn't limit the drilling," said Faber, the second-highest-ranking Republican in the state Senate. "Ohio still benefits from a vibrant oil and gas industry and from the jobs that are created."

Jack Shaner, a lobbyist with the Ohio Environmental Council, said the risks of pollution and ecological harm outweigh the potential economic benefits.

"I think most Ohioans would be outraged to learn that the state may not be able to control what goes on in our parks," Shaner said.

"Instead of figuring ways to allow the industry to scheme their way into our parks, the door should be firmly closed."

Copyright (c) 2011, The Columbus Dispatch, Ohio. Distributed by McClatchy-Tribune Information Services.

Oil & Gas Post

Promote Your Page Too

AIDEA Invests in Cook Inlet Rig

AIDEA Invests in Cook Inlet Rig

Wednesday, April 06, 2011
Buccaneer Energy Ltd.

Buccaneer advised that the board of the Alaskan Industrial Development and Export Authority (AIDEA) voted unanimously to invest up to US $30.0 million, as a joint owner, in the acquisition of a jack-up rig.

A Joint Ownership Agreement (JOA) is expected to soon be executed between the Company's subsidiary Kenai Offshore Ventures, LLC (KOV) and AIDEA. The joint project has been named Project Endeavour.

The JOA contains 15 Conditions Precedent that must be finalized prior to draw down of the AIDEA investment. The Company considers 5 of the Condition Precedents to be Material Conditions Precedent and these are listed in Schedule 1. The Company is confident that all the Condition Precedents can be met in a timely manner.

AIDEA's involvement and investment is as a Preferred Owner of the jack-up rig with an initial 85.7% interest in the Joint Project. KOV will be the sole Common Owner with a 14.3% initial interest in the Joint Project.

The following are the main features of AIDEA's Preferred Ownership interest:

• AIDEA's 85.7% Preferred Ownership interest in the Joint Project will be repurchased over a period of 6 years using cash flow generated by contracting of the rig for drilling operations. AIDEA's Preferred Ownership interest will be canceled as it is repurchased so that on conclusion of the repurchase program KOV will be the 100% owner of the jack-up rig;
• AIDEA will be paid a fixed annual dividend of 8.0%, paid semi-annually in arrears, on the Preferred Owner's outstanding balance of the Principal Repurchase;
• AIDEA's Preferred Ownership interest will be repurchased by way of an annual payment, in arrears. The repurchase schedule commences when the jack-up rig is delivered to the Cook Inlet ready for drilling operations; and
• Any dividend payment or Principal Repurchase that is not made in a 12 month period will accrue to the following 12 months.

The Company anticipates that the total cost of the acquisition, modification and mobilization of the jack-up rig to the Cook Inlet from its current location will be approximately US $85.0 million.

 

Exclusive Use Rights

Buccaneer will have the first right of refusal to utilize the rig until the conclusion of the 2013 drilling season i.e. November 2013. Under the terms of the JOA Buccaneer has committed to drilling a minimum of 4 wells in the Cook Inlet using the acquired jack-up rig.