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Aegean Marine Petroleum Network Inc. Announces Agreement to Acquire H.E.C. Europe Limited

Aegean 300x160NEW YORK, Feb. 20, 2018 (GLOBE NEWSWIRE) -- Aegean Marine Petroleum Network Inc. (NYSE:ANW) (“Aegean” or the “Company”) is pleased to announce that today it has entered into a definitive agreement to acquire all of the outstanding share capital of H.E.C. Europe Limited (“H.E.C.”), the parent company of Hellenic Environmental Center S.A. and a group of companies that together provide global port reception facilities services (the “HEC Group”), from the shareholders of H.E.C. (the “Sellers”), for aggregate consideration of approximately $367 million, including the assumption of certain indebtedness, which consideration is payable in the form of a combination of debt, the assignment of certain accounts receivables, cash (determined in accordance with the definitive agreement) and shares of Aegean common stock (the “Consideration Shares”), which will represent approximately 33% of the issued and outstanding common stock of Aegean after giving effect to the issuance. The Sellers are companies owned and controlled by Dimitris Melisanidis (Aegean’s founder and former Head of Corporate Development) and certain members of his family, and members of the Agiostratitis family (collectively, the “Seller Owners”). Aegean expects the acquisition, which results from several months of negotiations, to be immediately accretive to adjusted earnings per share in year one.
The acquisition was unanimously approved by the Aegean Board upon the recommendation of a special committee of independent directors (the “Special Independent Committee”). In making its recommendation, the Special Independent Committee consulted with its independent financial advisor, Clarksons Platou Securities, Inc. (“Clarksons Platou Securities”) and outside legal counsel. The acquisition does not require the approval of Aegean’s shareholders.

Highlights of the Acquisition:
Significant Synergy Potential: The combined company has the potential to achieve significant synergies through repurposing/redeploying idle or underutilized Aegean vessels and consolidating corporate facilities.
Improved Utilization of Geographic Footprint: The HEC Group can leverage Aegean’s existing team and port relationships to expedite its market penetration. The expanded geographic footprint will allow the HEC Group to sell its services into more than 30 markets worldwide.
Attractive, “Utility-Like” Business Model: The transaction is expected to help diversify Aegean’s current business model and reduce its dependency on bunker-market related sales. HEC Group’s high-margin and recurring revenues, which are secured by long-term significant port relationships, are expected to further improve stability of cash flows of the combined company.

Entry into an Exciting and Untapped Market: The combination of the HEC Group and Aegean creates one of the largest providers of port reception facility services and establishes a committed market leader in the rapidly growing global environmental market. Environmental regulatory trends in the industry are expected to generate increased and sustainable demand for HEC Group’s services.

Increased Long-Term Customer Base: Customers from both companies will benefit from the complementary services that the HEC Group and Aegean can provide. Through this combination, there will be significant marketing opportunities.

Significant Upside Growth Potential: In addition to strong organic growth, the HEC Group’s identified acquisitions and geographic expansion projects provide immediate and actionable growth opportunities. Aegean believes that the HEC Group can be a global industry leader with significant growth in EBITDA over time.

Financial Impact: Aegean expects the acquisition to be immediately accretive to adjusted EPS in year one. Post-closing of the transaction, expected additional 2018E Revenues will amount to approximately $60-65 million and 2018E EBITDA will amount to approximately $35-40 million, which assumes timely closing of the transaction and completion of targeted acquisitions in 2018.
Yiannis Papanicolaou, Chairman of the Board of Directors of Aegean, stated, “For the past several quarters, the Board and senior management have contemplated strategic options for Aegean reflecting the prospects of the traditional bunkering business, the challenges associated with the transition towards a market with a different product mix and the ever-growing needs of the shipping industry for greener products and services. The acquisition of H.E.C., a world leader in its field, is our first decisive step in the direction of combining higher profitability for our shareholders with environmental sustainability and social accountability. Our next priority is the elaboration of a roadmap to operate successfully within the new landscape post-2020 IMO regulatory changes and beyond.”
Jonathan McIlroy, Aegean’s President, commented, “I want to welcome Darren and the H.E.C. team to the Aegean family. The acquisition of H.E.C. enables Aegean to pursue a complementary high margin business with global growth opportunities, while simultaneously enabling the group to continue the optimization of its global asset base and infrastructure. The combination of these two companies creates a leading service provider to the maritime industry that not only supplies the fuel that enables world trade, but now with H.E.C., cares for the waste created by that trade and in doing so, safeguards our environment.”
Dimitris Melisanidis, founder of both Aegean and H.E.C., stated, “The combination of Aegean and H.E.C., two companies that I have been involved with since their creation, unites two businesses that are essential to shipping. Just as Aegean has grown to become a worldwide brand synonymous with high quality physical supply of bunker fuels, H.E.C.’s business has the opportunity to expand globally, and become the market leader in the provision of essential environmental services to vessels and ports. I am happy to return as part of the group that will be the largest shareholder of the combined company as we focus on improving the overall health of the combined business and commit ourselves to a greener world.”
Darren Laguea, Group CEO of H.E.C. Europe Limited, said, “I have spent my entire career working in the bunkering industry and port reception facility services. Our team at H.E.C. is extremely excited to be joining Aegean’s global network. We believe there are significant synergies to be gained through the cooperation of our two companies and see exciting growth prospects in our future.”

Subject to the closing of the acquisition, Aegean, the Sellers and the Seller Owners have agreed to enter into an investor rights agreement, pursuant to which, among other things:

the Sellers will agree not to sell, transfer or assign the Consideration Shares for a period of at least one year (subject to extension in certain circumstances) (the “Lock-up Period”);
effective upon closing of the acquisition and for so long as the Sellers, the Seller Owners, and their controlled affiliates collectively beneficially own at least 25% of the issued and outstanding voting stock of Aegean, (i) the Sellers, acting unanimously, will have the right to designate two nominees for appointment or election to the board of directors of Aegean (the “Aegean Board”) and recommend one nominee (who shall be independent) for appointment or election to the Aegean Board; (ii) the Sellers, the Seller Owners and their controlled affiliates shall vote all Aegean shares beneficially owned by them in accordance with the recommendations of the Aegean Board with respect to the appointment and removal of directors; and (iii) the Sellers, the Seller Owners and their controlled affiliates shall not in the aggregate acquire beneficial ownership in excess of 40% of the issued and outstanding share capital of Aegean (subject to certain exceptions);
Aegean will agree to register for resale the Consideration Shares upon request of the Sellers, subject to the expiration of the Lock-up Period; and
the Sellers, the Seller Owners and their controlled affiliates will agree not to compete with the HEC Group for a period of 24 months.
In addition, Aegean expects to appoint one additional independent director to the Aegean Board, effective as of the closing of the acquisition, creating an eight member Board of Directors.
The four new board members expected to be appointed at the closing are Demetrios Diakolios (a new independent director to be appointed by Aegean’s existing board members), George Melisanidis and Darren Laguea (the two nominees expected to be designated by the Sellers) and Alexis Rodopoulos (an independent director expected to be nominated by the Sellers and acceptable to Aegean).
The closing of the acquisition is subject to the satisfaction or waiver of customary closing conditions.

Advisors
Seward & Kissel LLP and Ince & Co LLP are serving as legal counsel to Aegean in connection with the acquisition and Jefferies LLC is serving as financial advisor to Aegean. Arnold & Porter is serving as legal counsel to the Special Independent Committee and Clarksons Platou Securities is serving as financial advisor to the Special Independent Committee.

AXIA Capital Markets LLC is serving as financial advisor to H.E.C. in connection with the transaction. AB Management LLC and Orrick, Herrington & Sutcliffe (UK) LLP are serving as legal counsels to the Sellers.
The description of the acquisition contained herein is only a summary and is qualified in its entirety by reference to the Share Purchase Agreement relating to the acquisition, a copy of which will be filed by the Company with the U.S. Securities and Exchange Commission as an exhibit to a Report of Foreign Private Issuer on Form 6-K.

About Aegean Marine Petroleum Network Inc.
Aegean Marine Petroleum Network Inc. is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources (such as refineries, oil producers, and traders) and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines. Currently, Aegean has a global presence in more than 30 markets and a team of professionals ready to serve its customers wherever they are around the globe. For additional information please visit: www.ampni.com.
About the HEC Group
The HEC Group is a leading environmental company active in the treatment of maritime and offshore waste, using both chemical and mechanical technologies, in order to support vessel and terminal operators, as well as various governmental and regulatory bodies and port authorities. The vision of the HEC Group is to create a dynamic global network (Global Green Ports) that will become one of the largest international reception facilities networks worldwide. H.E.C., through its affiliates, provides its services to some of the largest international shipping and oil and gas companies. The HEC Group operates in a highly regulated and legislation driven market. Treatment of marine waste is mandatory with regulations applying to all vessels prohibiting the dumping of vessel-generated waste at sea. The waste treatment process takes place both in the HEC Group’s modern land-based facilities and in their floating facilities. For additional information please visit: www.hec.gr

Scholarship from Propeller Club and ALBA Graduate Business School

0Propeller Logo During the 2018 New Year Pitta Cutting Celebration which took place at the Grande Bretagne Hotel, the Propeller Club (Port of Piraeus) along with ALBA Graduate Business School, The American College of Greece, offered a full scholarship (100% of the tuition fees: €12,500) for the MSc in Shipping Management program.

ING and EIB provide EUR 300m to finance green shipping

ing eibThe European Investment Bank (EIB) and ING today signed an agreement to support green investments for the European shipping market for a total value of EUR 300m. ING and EIB will each contribute EUR 150m to the facility. This agreement will ensure that sponsors of green and sustainable projects in the maritime transport sector can benefit from advantageous financial terms.
The facility is available to clients with significant European interests, and can be used for projects with a green innovation element covering the construction of new vessels or retrofitting of existing vessels. It applies to both inland shipping and seagoing operators.
This agreement forms part of ING’s wider sustainability strategy, which aims to facilitate and finance society’s shift to sustainability – environmental, economic, and social. To this end, we are helping to develop and promote sustainable business models and explore how sustainable financing can help support energy transition and combat climate change.
In order to create a diversified portfolio, the EUR 300m facility will be invested with the EIB gradually over the next three years, with ING’s shipping team leading and managing the commitment. The deal also benefits from the guarantee of the European Fund for Strategic Investments (EFSI), the central element of the Juncker Plan.
“I think it’s no secret that the shipping sector is a major contributor to CO2 emissions. Climate action is one of the EIB’s top priorities, and this type of financing should be seen as an incentive for ship owners to consider doing things differently. ” said EIB President Werner Hoyer. “The facility was set up after numerous discussions with Dutch counterparts from the public and private sector and aims to help the shipping sector transition to a greener future. ”
Isabel Fernandez, Head of Wholesale Banking at ING, added: “Sustainability is an important strategic priority for ING and we are very proud to partner with the EIB to encourage our shipping clients to think about more green and sustainable financing options. This agreement helps us support our shipping clients into making changes to their business models by adapting for the future in increasingly sustainable way, and supports them throughout their green journey.”
This sector risk-bearing facility is meant for projects that will improve the environmental performance of transport vessels in terms of reducing the emission of pollutants as well as increasing fuel efficiency. Projects should be presented to ING and will be subject to ING’s financial and non-financial risk acceptance criteria.

New DNV GL class notations aim to improve stern tube bearing performance

9888 maersk evoraDNV GL has revised its class rules for single stern tube bearing installations and introduced two new class notations, “Shaft align(1)” and “Shaft align(2)”, to help customers better manage the risk of stern tube bearing failure. The new class notations can be assigned to both newbuilds and vessels in service in conjunction with propeller shaft withdrawal.

Danaos Corporation Reports Results for the Fourth Quarter and Year Ended December 31, 2017

koustas234Danaos Corporation ("Danaos") (NYSE: DAC), one of the world's largest independent owners of containerships, today reported unaudited results for the fourth quarter and the year ended December 31, 2017.
Highlights for the Fourth Quarter and Year Ended December 31, 2017:
Adjusted net income1 of $31.2 million, or $0.28 per share, for the three months ended December 31, 2017 compared to $23.2 million, or $0.21 per share, for the three months ended December 31, 2016, an increase of 34.5%. Adjusted net income1 of $114.9 million, or $1.05 per share, for the year ended December 31, 2017 compared to $140.9 million, or $1.28 per share, for the year ended December 31, 2016, a decrease of 18.5%.
Operating revenues of $114.2 million for the three months ended December 31, 2017 compared to $112.1 million for the three months ended December 31, 2016, an increase of 1.9%. Operating revenues of $451.7 million for the year ended December 31, 2017 compared to $498.3 million for the year ended December 31, 2016, a decrease of 9.4%.
Adjusted EBITDA1 of $80.0 million for the three months ended December 31, 2017 compared to $75.9 million for the three months ended December 31, 2016, an increase of 5.4%. Adjusted EBITDA1 of $310.4 million for the year ended December 31, 2017 compared to $350.6 million for the year ended December 31, 2016, a decrease of 11.5%.
Total contracted operating revenues were $1.7 billion as of December 31, 2017, with charters extending through 2028 and remaining average contracted charter duration of 5.7 years, weighted by aggregate contracted charter hire.
Charter coverage of 86% for the next 12 months based on current operating revenues and 69% in terms of contracted operating days.
Danaos' CEO Dr. John Coustas commented:
Our earnings for the fourth quarter of 2017 improved markedly when compared to the earnings of the fourth quarter of 2016 which had been negatively impacted in the aftermath of the Hanjin bankruptcy. This is mainly the result of our high charter contract coverage which remains at 86% for the next 12 months based on current operating revenues and 69% in terms of contracted operating days.
Adjusted net income of $31.2 million for the quarter represented an increase of $8.0 million, or 34.5%, compared to $23.2 million for the fourth quarter of 2016. This increase was attributable to a $5.2 million increase in the operating revenues of the vessels that were previously chartered to Hanjin compared to the fourth quarter of 2016, and improved operating performance of $2.8 million.
As previously reported, the Company is in breach of certain financial covenants as a result of the Hanjin bankruptcy. We are currently engaged in discussions with our lenders regarding restructuring our debt, substantially all of which matures on December 31, 2018. In the meantime, we continue to generate positive cash flows from our operations and currently have sufficient liquidity to service all our operational obligations as well as all scheduled principal amortization and interest payments under the original terms of our debt agreements leading up to the December 2018 maturity date.
The charter market in general has stabilized at slightly better levels compared to the lows of 2016. However, although the size segment above 10,000 TEU has recently seen some improvement, the size segment between 5,000 to 10,000 TEU has retracted from the charter rate levels achieved within 2017. For panamax vessels between 4,000 to 5,000 TEU the market is stagnant however comfortably above operating costs. For the smaller feeder sector there is a firming market however the lack of long term fixtures shows that there is no faith in the sustainability. We do not expect a material improvement in the market environment within 2018, given the large number of scheduled vessel deliveries. Danaos continues to have low near term exposure to the weak spot market as a result of the aforementioned charter coverage.
During this extended period of market weakness which has presented many challenges, we remain focused on taking necessary actions to preserve the value of our company.

Petrofin Research: The greek - owned fleet was increased

petrofin logoThe Greek-owned fleet was increased, but the number of Greek shipping companies declined, according to Petrofin Research's annual survey for the Greek-owned fleet and the Greek shipping companies.

DNV GL: Energy transition changes the shape, but not the importance of shipping to the global economy

DNV GL logo tcm8 56427DNV GL published the Maritime Forecast to 2050 which analyses the impact of the changing global energy system on the shipping industry through to 2050. The report explores how the expected shifts in energy production and demand, GDP growth, industrial production and regional manufacturing might change the maritime industry, and the impact on individual ship segments.

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