On 14 December, Fugro announced the completion of a refinancing of its capital structure.
Revolving credit facility and term loan
Fugro has a revolving credit facility in place with seven banks, with a maturity of December 2023 (and a one year extension). The facility has an initial coupon of EURIBOR+4.25% and depending on leverage can vary between EURIBOR+2.75% and EURIBOR+5.50%. Under this facility of EUR 250 million, as per 14 December 2020, no drawings have been made.
In addition, with the same banks, Fugro has a EUR 200 million term loan in place, with a maturity of December 2023. The loan has an initial coupon of EURIBOR+5.50% and will gradually increase in bi-annual steps in the second and third year towards EURIBOR+8.00%.
On both loans, covenants apply on Fugro’s solvency ratio (>=33.33%), net leverage (equal to or less than 3.25:1) and interest coverage (at least 2.50:1).
2021 Convertible bonds
In October 2016, Fugro issued EUR 190 million in subordinated convertible bonds, maturing in 2021, with a coupon of 4.0% and an initial conversion price of EUR 19.4416. As a result of buy backs during 2020, currently EUR 139 million is outstanding.
The new capital raised in December 2020, including EUR 250 million in new equity, will provide sufficient liquidity to address the upcoming convertible bonds maturing in 2021. On 15 December, Fugro announced a buy back of EUR 80 million of its outstanding 2021 bonds, resulting in an outstanding amount of EUR 59 million. From time to time Fugro may seek to retire or repurchase more of the outstanding convertible bonds through cash purchases, in open market purchases, privately negotiated transactions or otherwise. Such repurchases if any, will depend on market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.
Key characteristics of the 2021 convertible bond
2024 Convertible bonds
On 2 November 2017, Fugro issued a further EUR 100 million in subordinated convertible bonds. These bonds carry a coupon of 4.5% and an initial conversion price of EUR 14.9412.
Key characteristics of the 2024 convertible bond
As a result of the refinancing mentioned above, effective 2 December 2020, the conversion price was adjusted to EUR 12.7837 (from EUR 19.4416 prior to the refinancing) for the convertible bonds maturing in 2021 and to EUR 9.8245 (from EUR 14.9412 prior to the refinancing) for the convertible bonds maturing in 2024. The conversion will be further adjusted as a consequence of the share consolidation of the Ordinary Shares.
The bonds are trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange (symbol: ISIN: XS1508771216 respectively XS1711989928).