SeaBird Exploration seeks consents to restructure floaters due 2012

By Angela McDaniels

Tacoma, Wash., Jan. 28 - SeaBird Exploration plc began a consent solicitation for the NOK 400 million of floating-rate notes due Feb. 14, 2012 issued by SeaBird Exploration Ltd.

Under a proposed restructuring, the company will:

• Extend the maturity date to Feb. 14, 2014;

• Increase the coupon to Nibor plus 650 basis points payable in cash plus 2% payable in cash or in kind. The coupon is currently Nibor plus 450 bps;

• Amend the dividend restriction so as to not allow dividends or other distributions until after the notes mature;

• Add a call option at 106 in February 2012 and a call option at 103 in February 2013; and

• Split the notes to facilitate the PIK interest. Every NOK 500,000 principal amount of notes would be converted into 500,000 notes with a principal amount of NOK 1 each.

The noteholders will vote on the proposed restructuring at a meeting on Feb. 8. Those who wish to attend, either in person or by proxy, are asked to contact trustee Norsk Tillitsmann ASA (+47 22 87 94 00) by 10 a.m. ET on Feb. 7.

Holders of at least half of the notes must be represented at the meeting in order to have quorum. Holders of a least two-thirds of the notes represented at the meeting must vote in favor of the proposal in order for it to pass.

The holders of 60% of the outstanding notes have committed to vote in favor of the proposal, according to a notice to noteholders.

The proposed restructuring is subject to:

• The extension of the company's $46.9 million secured credit facility by at least two years;

• The extension of the company's NOK 120 million convertible loan with Perestroika AS by at least a year;

• The company reaching an agreement with Petroleum Geo-Services ASA about a planned NOK 240 million five-year convertible loan. The loan will carry a 9% coupon, payable in cash or in kind, and will be convertible into ordinary shares at a conversion price of NOK 3.35.

• The receipt of shareholder approval; and

• The conditions being met no later than March 15.

ABG Sundal Collier Norge ASA is acting as the company's financial adviser for the restructuring. Bondholders can contact Nicolay Friis (+47 2201 6145 or nicolay.friis@abgsc.no) with questions.

SeaBird provides marine seismic data and associated products and services to the oil and gas industry. It maintains offices in the British Virgin Islands, Dubai and Oslo.

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