2020 Bulkers Ltd. announced a letter of intent with the shareholders of AHTS AS regarding the acquisition of all outstanding shares in AHTS AS. AHTS AS commenced operations in 2026 and currently owns 7x large Anchor Handling Tug Supply vessels and has entered into agreements to purchase additional 3x large AHTS vessels.
Further, as part of the transaction, the key shareholders of UMAS 42 AS, UMAS 49 AS, Anchor Launcher AS, Anchor Challenger AS and Anchor Australia AS (the “Project Companies”, and together with AHTS AS, the “Target Companies”) intend to sell their shares in the Project Companies to AHTS AS. Each of the Project Companies owns an AHTS vessel or a contract for the purchase of an AHTS vessel.
Following this announcement, AHTS AS will also make an offer to the shareholders in the Project Companies for the purchase of their shares, aiming to purchase all shares in the Project Companies on equal terms as the AHTS AS shares.
The aggregated purchase price for the purchase of the shares in the Target Companies (the “Acquisitions”), assuming 100% of the shares in the Project Companies being acquired, is approximately USD 406 million on a debt-free cash-free basis, with the shares in the Target Companies intended to be settled by consideration shares issued in 2020 Bulkers, as further described below.
Following completion of the Acquisitions and delivery of agreed vessel purchases by the Target Companies, 2020 Bulkers will own up to 15x large AHTS vessels.
Background, rationale and key highlights
Following the sale of its Newcastlemax fleet in April 2026, 2020 Bulkers has explored various strategic opportunities for the Company to create value to its shareholders. Through the Acquisitions, one of the industry’s largest AHTS platforms with focus on the large segment is created with an ambition to consolidate the market further. The Company believes that the market is attractive with an ageing fleet leaving supply structurally constrained and only one large AHTS vessel has been delivered since 2018. There is limited available capacity, and an effectively fully utilised fleet has resulted in recent rate increases. The Company expects demand to further improve driven by the return of exploration drilling and the development of new basins. In the Company’s opinion, asset values are lagging the rate development, and the AHTS segment is priced at approximately 40% discount to estimated new-build parity with no orderbook.
The Company considers the AHTS fleet of the Target Companies to offer attractive economics. Based on leading edge market day rates, the Target Companies’ operating cost structure and contemplated financing, the Company could, under certain circumstances, generate an estimated implied run rate free cash flow to enterprise value yield of approximately 20%. The financial profile is considered to be attractive and creates the basis for an ambition for significant shareholder distributions. In the Company’s view, this is also supported by a solid capital structure with a leverage ratio of approximately 30% assuming the Equity Issue referred to below.
The Company will be backed by a sponsor group of key shareholders consisting of Uthalden AS, MH Capital AS and Songa Capital AS (the “Sponsors”) that are experienced industrial investors with a strong track record of building and managing global shipping and offshore companies.
2020 Bulkers has a history of strong shareholder value creation. Since 2021, the Company paid dividend every month and after selling its fleet of six Newcastlemax vessels in April 2026 it returned USD 316 million to shareholders in a one-time special dividend. The intention is for the Company to pay out the majority of its free cash flow after debt service on a quarterly basis.
AHTS AS will under 2020 Bulkers’ ownership establish an organisation to operate and grow the business through further consolidation. AHTS AS has entered into a contract with Tom Babinski that will be the CEO of AHTS AS which comes with long industry experience from Aurora Offshore Management, Framar & Sevnor, Viking Supply Ships and Westshore Shipbrokers. A new Board of Directors representing the shareholders after completion of the Acquisitions and a change of the name of the Company to AHTS will be proposed subject to completion of the Acquisitions.
Intended financing
The Acquisitions, refinancing of certain vessels in the Target Companies and additional capital for operations and further consolidation is planned to be financed with a total of approximately USD 485 million and this is intended to be sourced with:
- (i) approximately USD 200 million in equity-in-kind, subject to customary net debt and working capital adjustments at closing, through issuance of new ordinary shares in 2020 Bulkers (“Consideration Shares”) as consideration to the owners of the Target Companies, assuming 100% of the shares in the Project Companies being acquired;
- (ii) new debt financing of up to USD 160 million (including a USD 40 million RCF/SPS facility which will be undrawn at completion of the Acquisitions); and
- (iii) approximately USD 125 million in new equity to be raised through a contemplated private placement.
The issue price for the Consideration Shares will be determined in connection with the final agreements for the Acquisitions, and be based on the net asset value of 2020 Bulkers (the remaining cash position of approximately USD 5 million adjusted for certain liabilities and receivables) plus USD 1 million. The offer price in the contemplated private placement is expected to be the same price and will be announced in connection with a potential launch of a private placement.
The Company is in advanced discussions with banks for the bank facilities of up to USD 160 million at attractive terms.
Based on the current indicative estimate for the customary adjustment for net debt and working capital at closing, the estimated purchase price for the Consideration Shares and assuming the purchase of all the shares in the Project Companies, the Sponsors, Uthalden AS, MH Capital AS and Songa Capital AS, are expected to contribute approximately USD 158 million through equity-in-kind for its shares in the Target Companies and are expected to own, respectively, approximately 24%, 12% and 11% of the outstanding shares in 2020 Bulkers, following completion of the transactions contemplated hereby. MH Capital AS is owned by the Chairman of the Board of Directors of the Company, Magnus Halvorsen and his family. The Sponsors are expected to enter into lock-up agreements for 6 months following completion of the Acquisitions.