At the publication of its full year 2019 results on 19 February 2020, Fugro announced a refinancing of its capital structure. The first phase was successfully completed with the placement of 8.3 million newly issued shares through a sub-10 equity issue. Due to the sudden and sharp deterioration in financial market conditions as a result of the Covid-19 outbreak, on 28 February Fugro did not proceed with the next step in the refinancing including the offering of senior secured notes.
As a result, the current revolving credit facility, which matures May 2021, remains in place and settlement of the repurchase of the 2021 convertible bonds did not take place, as the entry into the new credit facility and the repurchase were subject to the completion of the offering. Fugro is reassessing its refinancing options and expects to provide more clarity in the second half of this year, when Fugro’s business outlook becomes more clear and financial markets less volatile.
Revolving credit facility
Fugro has a revolving credit facility in place with seven banks. On this 5-year facility of EUR 575 million, as per 31 December 2019, EUR 425 million has been drawn. The interest is EURIBOR plus 110 to 190 basis points, dependent on the level of net debt/EBITDA.
The credit facility contains covenant requirements, most notably net leverage (net debt/EBITDA) of maximum 3.0 and fixed charge cover of at least 2.5. With net debt/EBITDA of 1.9 and a fixed charge cover of 3.3 per 31 December 2019, Fugro is well within its covenants.
2021 Convertible bonds
In October 2016, Fugro issued EUR 190 million in subordinated convertible bonds, maturing in 2021, and with a coupon of 4.0% and an initial conversion price of EUR 19.4416. The proceeds were fully used for early repayments on the private placement loans with US and UK investors (USPP notes) which were placed in 2002 and 2011, and carried a weighted average interest rate of around 5.7%.
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. Again, the proceeds were fully used for early repayment on the USPP notes, which were fully redeemed per year-end 2017. The bonds are trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange (symbol: ISIN: XS1508771216 respectively XS1711989928).
Key characteristics of the 2024 convertible bond