Prosafe SE ("Prosafe" or the "Company") is pleased to announce that it has agreed the terms of a recapitalisation (the “Transaction”) with lenders representing the Company's USD 250 million loan facility and its USD 93 million loan facility (the “Existing Facilities”), subject to final approvals being obtained by all lenders. The Transaction is also supported by shareholders representing 54% of the shares in the Company.

The Transaction involves the equitisation of USD 193 million of the Existing Facilities in return for 90% of the shares in Prosafe post Transaction. Existing shareholders will initially hold 5% of the shares in the Company and will be offered an additional 5% of shares in the form of penny warrants (at EUR 0.01 per share).

The Transaction also includes a reinstatement of the Existing Facilities and new money financing on the following basis (together, the “New Facility”):

1. a super senior secured facility of USD 150 million, comprising (i) USD 75 million by way of new money injections, backstopped by an ad hoc group of creditors, and (ii) USD 75 million of elevated and reinstated debt under the Existing Facilities, each maturing 31 December 2029 (or, subject to certain conditions, the date on which the Eurus Seller's Credit falls due); and
2. a reinstated senior secured facility comprised of USD 75 million of reinstated debt maturing 31 December 2029 (or, subject to certain conditions, the date on which the Eurus Seller's Credit falls due).

The post Transaction shareholdings above are calculated based on an assumption of full exercise of shareholder warrants, but before any new management incentive program which may be established post Transaction.

The Transaction shall include the following features (among other things):

1. the establishment of a new Norwegian domiciled holding company, shares of which will be charged to lenders under the New Facility, to be interposed between the Company and certain of its subsidiaries;
2. no fixed amortisation in respect of the New Facility, which shall be repayable in full at maturity;
3. a fee (the “Fee”) shall be payable to the lenders of the super senior secured facility of USD 5 million at maturity; and
4. interest of SOFR + margin (sized to 11% per annum) on the New Facility, payable in cash. The senior secured facility will include the ability for the Company to pay 2% cash interest and 9% PIK interest as an alternative to 11% full cash interest subject to certain conditions.

The Transaction will provide the Company with a sustainable capital structure and sufficient liquidity to meet its capital expenditure and working capital needs for the foreseeable future. Total gross debt post the Transaction will be approximately USD 306 million, consisting of a USD 155 million super senior facility (including the Fee), a USD 75m senior facility and the USD 75.5 million remaining Cosco Seller’s Credit for Safe Eurus. Total net debt post the Transaction will be approximately USD 220 million, with unrestricted liquidity (after transaction costs) of approximately USD 80 million.

Transaction completion is subject to agreeing customary documentation with lenders and shareholders, final lender approvals and formal shareholder approvals (including approval at an extraordinary general meeting of the Company’s shareholders).

The Company has been granted a waiver from its lenders under the existing USD 250 million loan facility and a forbearance from its lenders under the existing USD 93 million loan facility until 31 July 2025, in both cases with respect to interest payments. The minimum liquidity covenant under the respective facilities has also been reduced to USD 10m.

The Company aims to conclude the Transaction by Q3 2025. The Company will make further announcements as and when there are further developments regarding implementation of the Transaction. Notice to convene an extraordinary general meeting of the Company’s shareholders to approve the Transaction will be issued shortly.

Terje Askvig, CEO said “We are very pleased with the support shown by our lenders and a significant part of our shareholders through this agreement. This is an important step in the refinancing of Prosafe. This agreement, in combination with the improved balance sheet, will ensure that Prosafe continues to be the world’s leading provider of floating accommodation vessels and Units for Maintenance and Safety (UMS).”

For further information, please contact:

Terje Askvig, CEO Phone: +47 952 03 886
Reese McNeel, CFO Phone: +47 415 08 186

Prosafe is a leading owner and operator of semi-submersible accommodation vessels. The company is listed on the Oslo Stock Exchange with ticker code PRS. For more information, please refer to https://www.prosafe.com (https://www.prosafe.com/).

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Line Bliksmark, Marketing and Communications Manager, on 24 April 2025, at approx. 09:00 CET.