I.M. Skaugen calls meeting for bondholders to vote on settlement offer

By Wendy Van Sickle

Columbus, Ohio, March 10 – I.M. Skaugen SE called a meeting for holders of its senior unsecured bond issue 2012/2015 to consider a proposal aimed at settling a disagreement stemming from a buyback of the bonds carried out in March 2015, according to a notice from trustee Nordic Trustee ASA.

The issuer is proposing a one-time payment to bondholders of NOK 3.3 million to settle a disagreement over a distribution it made to itself with proceeds from a discount to par of bonds purchased under last year’s tender offer.

I.M. Skaugen held a modified reverse Dutch auction tender offer on March 23, 2015 and March 24, 2015 after a Feb. 23, 2015 bondholders meeting during which certain amendments were passed to the terms of the bonds.

The issuer agreed that if the buyback was completed at any discount to par, the difference should be distributed among bondholders.

The issuer bought back NOK 60 million of the NOK 209 million floating-rate senior bonds at an average price of 72.73 plus accrued interest under the tender offer.

Because the purchase price was a discount to par, about NOK 16.4 million was distributed to the bondholders after the repurchased bonds had been canceled, according to the notice.

I.M. Skaugen said that because it held NOK 191 million of the bonds, it received NOK 9.2 million of the NOK 16.4 million distribution.

Some bondholders have objected to I.M. Skaugen receiving a portion of the distribution, but the company says it is “of the clear view that the intention of the 2015 proposal was that all bondholders [including itself] were entitled to the distribution amount and that this is supported by the summons and other written documentation.”

However, the issuer said, in order to avoid a legal dispute and settle the matter amicably, it has begun discussions with bondholders.

I.M. Skaugen is now proposing a one-time payment of NOK 3.3 million to be distributed on a pro rata basis to the bondholders, not including itself, as a full and final settlement of the disagreement. The issuer said the proposal does not imply any admission of liability on its part or the part of its advisers.

A meeting to vote on the proposal will be held at 7 a.m. ET on March 29 in Oslo.

In order to pass the proposal, holders representing at least 50% of the voting bonds represented at the meeting must vote in its favor. In order to establish a quorum, holders representing at least 50% of the voting bonds must be present at the meeting.

The issuer’s financial adviser in relation to the proposal, Arctic Securities AS (Fabian Qvist: 47 21 01 31 91 or Jan Henrik Getz: 47 21 10 32 92), may be contacted for additional information.

I.M. Skaugen is an Oslo-based marine transportation service company engaged in the transportation of petrochemical gases and chemicals.

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