Beerenberg asks noteholders to alter distribution terms for IPO plans

By Susanna Moon

Chicago, Jan. 25 – Beerenberg Holdco II AS has scheduled a Feb. 8 meeting in Norway for holders of its NOK 850 million senior secured callable bond issue 2017/2021.

The issuer is looking to amend the definition of “permitted distribution” in the event of an initial public offering, according to a notice by Nordic Trustee AS.

Specifically, the definition would be amended as follows:

• Any distribution by a subsidiary of the issuer to a group company that is not wholly owned would be made on a pro rata basis;

• Any distribution by the issuer to any shareholders for funding administration cost limited to NOK 2 million for any financial year as long as no default is occurring or would occur as a result and after an equity listing event or completion of an equity clawback in an amount equal to the proceeds of the equity listing event;

• Any distribution by the issuer or its subsidiaries provided that the leverage ratio for the group is not greater than 3 times after that distribution and no default would occur as a result; and

• Any distribution by the issuer to repurchase its own shares to cover its potential obligations under any employees’ or board members’ bonus share program provided that no event of default is occurring or would occur as a result.

The company said that on Dec. 18 it announced its intra-group merger to simplify its structure as part of an assessment of strategic initiatives, which includes an IPO.

To form a quorum, at least half of the voting bonds must be represented at the meeting. To pass, holders must cast votes for at least two-thirds of those bonds.

Beerenberg provides new build, maintenance and modification services for the oil and gas industry through its subsidiaries and is based in Kokstad, Norway.

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