Clifford Chance

Clifford Chance advises Prosafe on financial restructuring

Leading international law firm Clifford Chance has advised Prosafe SE, the world's premier owner and operator of marine vessels listed in Oslo, on the successful restructuring of its US$1.6 billion facilities and a NOK 2.5 billion bond debt (US$278 million). Under the restructuring, Prosafe will swap US$1.1 billion of debt for 99% of Prosafe SE’s equity, reinstate US$250 million of a US$1 billion credit facility and US$93 million of a smaller facility. All other remaining debt maturities are set to be extended to December 2025.

The financial restructuring was implemented via the use of Singapore moratoria recognised in Brazil where the vessels were located, inter-conditional schemes of arrangement in Singapore launched by Prosafe SE and its Singapore subsidiary, Prosafe Rigs Pte. Ltd., which were sanctioned in October 2021, and a parallel Norwegian reconstruction process sanctioned in November 2021. The Singapore schemes of arrangement were subsequently recognised in Brazil. The restructuring, which involves 13 European lenders and an Asian export credit agency, became effective on 17 December 2021, bringing a successful end to a complex and thorough cross-border restructuring process.

The cross-border transaction was led by Singapore partner Shaun Langhorne, with Singapore litigation representation provided by Cavenagh Law, in formal law alliance with Clifford Chance, led by Cavenagh Law partner Elan Krishna. Team members included associates Loh Tian Kai, Anne Lim, Genevieve Guiney, Chanuth Tansomboon and Ian Choo in Singapore, partner Scott Bache and associate Ee Ming Wong in Hong Kong, Desmond Ng in Singapore, partners John MacLennan and Philip Hertz, senior associates Timothy Lees and Sarah Jane O'Leary and associate Michael Panayi in London, and partner Jelle Hofland and associates Jasper Dijkshoorn and Martine Trip-Meijboom in Amsterdam.

Shaun said, "Prosafe operates a global business which required a truly cross-border restructuring solution. It was significant that we were able to deliver this in the form of Singapore moratoria, capable of being recognised in the key jurisdictions where assets were operating, parallel Singapore schemes of arrangement for Prosafe SE and its subsidiary Prosafe Rigs Pte. Ltd., and parallel Norwegian reconstruction proceedings. The combination of these processes, some of which were "firsts" in the relevant jurisdictions, enabled delivery of a restructuring solution which appropriately resized the balance sheet and also delivered debt-to-equity solutions to existing key financial creditors. Congratulations to Prosafe and all parties involved."