Norwegian shipping company GC Rieber Shipping has signed an agreement with Rasmussengruppen to establish a new, jointly owned, marine geophysical company called Shearwater GeoServices.
Shearwater GeoServices will become an integrated provider of marine geophysical services to oil and gas and multi-client companies worldwide.
The company will take over four GC Rieber’s seismic vessels: Polar Empress, Polar Duke, Polar Duchess, and Polar Marquis from GC Rieber Shipping, and the corresponding vessel loans will be transferred from GC Rieber Shipping to Shearwater.
The total value of the four seismic vessels is set to $228.5 million. The current outstanding balance of these vessel loans is $198.5 million. GC Rieber Shipping will inject $5 million and Rasmussengruppen $45 million in liquidity through new equity into Shearwater. The total of $60 million in liquidity will be injected to fund operations at Shearwater.
As a part of the loan agreement to be entered into between Shearwater and the Lenders, GC Rieber Shipping will be issuing a parent company guarantee of 50% of the outstanding loans. Terms have been renegotiated with the lending banks for the four vessels. The new terms include a 75% reduction in installments compared to the original repayment profile until June 2019 and an extension of the term of the loans until year end 2022.
Shearwater has also agreed on the main terms to purchase the seismic equipment, including streamers, and the processing business from the former lending banks of Dolphin Geophysical.
The sale of the vessels to Shearwater implies an impairment charge of approximately NOK 130 million, which will be booked in third quarter 2016.
After the sale the long-term debt of GC Rieber Shipping will be approximately NOK 1 200 million and the book equity ratio of the company will be around 50%.
Following the establishment, the board of Shearwater will constitute of Irene Waage Basili and Einar Ytredal from GC Rieber Shipping and Stein Vidar Håland and Trygve Lauvdal from Rasmussengruppen. Also, the parties will elect an independent chair of the board.
Irene Waage Basili will act as interim CEO for Shearwater for a period until a permanent CEO is in place and Andreas Hveding Aubert will act as interim CFO until a permanent CFO is in place. Peter Hooper will be Chief Operating Officer of Shearwater while Bjarne Stavenes will take the position as Vice President Marine Acquisition. In total approximately 140 people are employed by Shearwater and its subsidiaries as of October 13, 2016.
Irene Waage Basili, CEO of GC Rieber Shipping, said: “Over a period of time, we have examined opportunities to establish a new geophysical company, based on the four high-end vessels we currently own.”
Shearwater will receive technical and crewing support from GC Rieber Shipping with regards to marine operations. Shearwater’s organization is being established, in part on former Dolphin Geophysical staff and in part on new hires, and will be capable of offering customers with fully integrated geophysical services and operations from the start.
GC Rieber Shipping and Rasmussengruppen will own the company 50/50. The closing of the transaction is expected to be in place during the fourth quarter of 2016. The new company will be headquartered in Bergen, Norway.