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PRESENTATION TO BONDHOLDERS
September 2021
IMPORTANT NOTICE & DISCLAIMER
These materials have been produced by Ocean Yield ASA (the "Company“, and with subsidiaries the “Group”). For purposes of this notice, "materials" means this presentation, its contents and appendices and any part thereof, as well as any oral presentation or information accompanying the same.
The materials are prepared and made available solely for information purposes. The materials does not constitute or form part of any offer, invitation or recommendation to purchase, sell or subscribe for any shares or bonds or other securities issued by the Company in any jurisdiction, and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity or transaction. The materials may not be reproduced or, in whole or in part, by any recipient or by any medium or in any form for any purpose.
The materials comprise a general summary of certain matters in connection with the Group, and do not purport to contain all of the information that any Recipient may require to make an investment decision or agree any transaction or take any other action.
Neither the Company nor any of its representatives or advisors have taken any steps to verify any of the information contained herein. No representation or warranty (express or implied) is made as to any information contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements. Accordingly, none of the Company or its representatives or advisors, or any of their parent or subsidiary undertakings or any such person's officers, representatives, employees or advisors accepts any liability whatsoever arising directly or indirectly from the use of the materials.
The materials may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. Any such forward-looking statements are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. No liability for such statements, or any obligation to update any such statements or to conform such statements to actual results, is assumed.
An investment in the Company involves significant risks and several factors could cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements that may be expressed or implied by the statements and information in the materials
The materials speaks only as of the date set out on the cover, and the views expressed are subject to change without notice based on a number of factors. The Company does not undertake any obligation to amend, correct or update the materials or to provide any additional information about any matters described herein.
The materials are subject to Norwegian law, and any dispute arising in respect thereof is subject to the exclusive jurisdiction of Norwegian courts with Oslo city court (Nw: Oslo tingrett) as agreed exclusive venue.
EXECUTIVE SUMMARY
▪ On the 13th of September, 2021 Octopus Bidco AS, a Company indirectly wholly owned by funds advised, by Kohlberg Kravis Roberts & Co L.P. and its affiliates, has reached an agreement with Ocean Yield ASA (“Ocean Yield” or the “Company”), to launch a recommended voluntary cash tender offer (the “Offer”) for all outstanding shares (the “Shares”) of the Company
- Aker ASA, the largest shareholder of the Company through its subsidiary Aker Capital AS (“Aker”), owning 61.65% of the outstanding Shares in the Company, has irrevocably undertaken to accept the Offer on the first day of the offer period
- The Offer will be all equity funded
- The valuation results in a total asset value at offer price of USD 2.4bn, implying a common equity ratio of 34% (40% including hybrid)
- The transaction is expected to close in Q4 2021, subject to regulatory clearance
▪ KKR is making its investment through its Infrastructure Investments Strategy, which represents long term capital with high focus on downside protection
▪ As of Jun-21, Ocean Yield generated cash EBITDA of USD 266m and has an order backlog of USD 2.8bn
▪ We would like to take the opportunity with this presentation to
- Provide an update on Company performance
- Introduce the KKR Infrastructure team
- Illustrate KKR rationale for the Transaction and vision for the Company
AGENDA
1) As per end of Q2 021. The number includes 7x vessels where purchase options have been exercised. It does not include the 1x newbuild contract initiated after Q2 20212) As per Q2 2021.
OCEAN YIELD | A LEADING MARITIME LEASING COMPANY
MODERN FLEET AND DIVERSIFIED BACKLOG
1) EBITDA backlog based on management’s estimates which may be subject to change. Includes assumptions on certain options not being exercised, interest rates, foreign exchange rate, and finance lease adjustments. Counterparties have declared options for purchase or sale of vessels for a total of USD 268m which is included in H2 2021. The acquisition of a 49.9% equity interest in one 15,300 TEU container vessel that was announced in July will increase the backlog as of Q3 2021 by about USD 0.15bn.
2) Q2 2021 fleet, net of disposals and additions3) Previously Navig8 Chemical Tankers Inc.
Chemical Tankers Inc3Ardmore Shipping
Navigator GasNavig8 Group
USD 2.8bn
SEGMENTSHARE OF ADJ.
EBITDA BACKLOG1FLEET Q2 2021 / ADJ. FLEET2
AVERAGE AGE ADJ. FLEET2
Tankers 43% 29 / 22 4
Dry bulk 11% 10 / 10 4
Container 23% 10 / 11 6
Car carriers 7% 5 / 5 7
Gas carriers 7% 3 / 3 5
Oil service and FPSO
10% 6 / 6 9
Modern fleet with an average age of 5 years Diversified contract backlog with 16 counterparties
LARGE, MODERN, AND DIVERSIFIED FLEET ADJUSTED EBITDA BACKLOG1 PER COUNTERPARTY
CORE FLEET ON LONG-TERM BAREBOAT CHARTERS
1) EBITDA backlog based on management’s estimates which may be subject to change. Includes assumptions on certain options not being exercised, interest rates, foreign exchange rates, and finance lease adjustments. Counterparties have declared options for purchase or sale of vessels for a total of USD 268m which is included in H2 2021. The acquisition of a 49.9% equity interest in one 15,300 TEU container vessel that was announced in July will increase the backlog as of Q3 2021 by about USD 0.15bn. Proportionate share of adj. EBITDA in Box Holdings
2) Net proceeds of USD 69.7m net of debt
Long-term cash flow visibility, 8.3 years average duration 93% of portfolio employed on long-term charters
ADJUSTED EBITDA BACKLOG1 PER YEAR (USDM) CHARTER STATUS AS % OF BOOK VALUE OF PORTFOLIO
FPSO2x AHTSVessel disposals &
options declared2
14393%
4%3%
On long-term charter
On short-term or variable rate charters
Without charter
BANK DEBT OUTSTANDINGCAPITAL STRUCTURE (USDM)
CAPITAL STRUCTURE OVERVIEW
2,132
1,261
172
125
543
Total assets
Assets
32
Equity & liabilities
Book equity
Bank debt
Other liabilities
Hybrid financing
Bonds
2,132 2,132
BONDS OUTSTANDING
Ticker Face value Repurchased Coupon p.a. Maturity
OCY05 NOK 750m N+3.65% May 2023
OCY06(Hybrid)
USD 125m L+6.50% Perpetual
OCY07 NOK 750m NOK 20m N+4.25% Dec 2024
44%
6%10%
26%
15%
Other shipping
Container vessels
Tankers
Car carriers
Oil service
1,261USDM
OCEAN YIELD’S APPEAL TO LENDERS
✓ Diversified exposure
✓ Large company size
✓ Multi-layered credit protection
✓ Long-term contracts
✓ Typically bareboat, with charterers taking on employment, operational and regulatory risk
✓ Modern fleet with average age of 5 years
FINANCING OVERVIEW AND MATURITY PROFILE
DEBT MATURITY BY FACILITY (USDM)
74 26
33
84
2021 2022 2023 2024 2025
192206
133
317
Interlink Maritime
Navig8 Chemical 112
VLCC facility
Wayfarer
Poliegos
Navig8 Ltd
OCY05
Scorpio Product
2020 Bulkers
Nordic American Tankers
OCY07
Ardmore Shipping
Höegh Autoliners
Farstad
Minsheng
LDA
OCY06
Navig8 Aronaldo/Azotic
Milos
70m refinancing Credit approved, in
documentation
2x Navig8 & 3x chem vessels
purchase options declared
1x vessel to be refinanced
ATTRACTIVE MARKET DYNAMICS FOR LEASING
Attractive market for investments
▪ Substantial new investments required for shipping companies
‒ Growth in demand and regulatory changes
‒ Fleet renewal
▪ Positive momentum in the underlying shipping markets
‒ Attractive supply / demand characteristics and solid underlying earnings in several segments
Traditional financing is scarce
▪ Banks are reducing shipping exposure
‒ Focus on larger and more diversified companies
‒ Focus on ancillary business
‒ More stringent capital regulations and requirements (Basel III / IV)
▪ Bond market is increasingly selective
‒ Binary market windows
‒ ESG becoming a price driver
▪ Equity capital is expensive
‒ Challenging market to raise equity
‒ Many listed companies trade at a discount to underlying values
‒ Leasing is more value enhancing than share issues
Ocean yieldwith unique
access to capital
▪ More than 20 active lending banks and a strong name in the Nordic bond market
▪ Scale, track record, and several layers of security
‒ Well-diversified backlog with long duration
‒ Corporate guarantees
‒ Diversification across counterparties and shipping segments
‒ Favourable allocation of risk in the lease structures
TIMING IS IMPORTANT WHEN CONSIDERING GROWTH OPPORTUNITIES
TANKER NEWBUILDING PRICES VS. OCEAN YIELD NET PURCHASE PRICE DRY BULK NEWBUILDING PRICES VS. OCEAN YIELD NET PURCHASE PRICE
Source: Clarksons
0
10
20
30
40
50
60
70
2014 2015 2016 2017 2018 2019 2020 2021
USD
m
Handysize Ultramax Newcastlemax
40CMB
18Louis Dreyfus
Interlink
21ScorpioBulkers(2 year old)
422020 Bulkers
18 18Interlink
0
20
40
60
80
100
120
2014 2015 2016 2017 2018 2019 2020 2021
USD
m
LR2 Suezmax VLCC
75Okeanis
43NAT 33
Navig8 / Minsheng(1 year old)
49
Okeanis(3 year old)
44
NAT
47OET
47
Navig8 Product Tankers / Scorpio Tankers, 4x LR2
When higher in the market cycles, a higher seller’s credit and/or a stronger counterparty is warranted
LOW RESIDUAL RISK DUE TO CONTRACT STRUCTURE
100%
7%
100%
9%
44%
19%10%
16%
29%
100% 100% 100%
16%
100% 100%93% 91%
56%
81%90%
84%
71%
84%96%
CMB
0%
Nordic American Tankers
Box Holdings
(MSC)
Okeanis Eco
Tankers
0%
Navig8Höegh Autoliners
Chemical Tankers
Inc
Aker Wayfarer
Scorpio Tankers
0%
GasChem Orca / Beluga
0% 0%
2020 Bulkers
Interlink Maritime
0%
NS Frayja / NS Orla
4%
Navigator Gas
Ardmore Shipping
0%
Louis Dreyfus
100%
Adjusted EBITDA backlog Residual purchase option value
ADJUSTED EBITDA AND LAST PURCHASE OPTION1
EXPECTED BACKLOG (USDM)
425 187 141 121 118 22178 174264 105108169 48519 77108
Putoptions
Purchase obligations
Purchase obligations
Purchase obligation
Purchase obligations
Purchase obligations
Purchase obligations
1) The last purchase option values are discounted by each ship’s expected IRR based on Q2 2021 book value, future expected EBITDA, and option value / residual value at end. Residual values are set to 0% if the contract includes purchase obligations or put options. Values are computed per ship and weighted by EBITDA backlog to aggregate numbers on a counterparty level
STRONG COMMITMENT TO ESG
LINK TO ESG REPORT
ESG CREDENTIALS
SOCIALENVIRONMENT GOVERNANCE
Transparency and integrity incidents
Sick leaveAnnual efficiency ratio
Female employeesEnvironmental compliance fines or sanctions
gCO2/tonne-nm (EEDI)
Employee turnover Female board representativesVessels with dual fuel capability
01%6.9
40%5.2
0% 40%4
0
Source: Ocean Yield ESG report 2020
KEY HIGHLIGHTS
Large, modern, and diversified fleet
Long-term charter coverage and high earnings visibility
Diversified group of reputable
counterparties
Proven investment track record
Access to competitive
funding
AGENDA
KKR | A LEADING GLOBAL INVESTMENT FIRM
Private Markets AUM
Private Equity
Infrastructure
Growth Equity
Real Estate
Energy
Public Markets AUM
Leveraged Credit
Private Credit BDCs
Hedge Fund
Strategic Partnerships
$233.6 bn
22 Officesacross 4 continents
$195.4 bn
~560 investment
professionals across both private &
public markets
~$31.0 billionof KKR balance sheet and employee
capital invested in or committed to
our Private Equity, Infrastructure
and Growth Equity funds
Centers of Excellence
Our integrated global resources, including capital markets, operations and stakeholder
relations, among others, seek to find and build better businesses and maximize returns
for our clients
$429.0 billionAssets Under Management
Established in 1976, KKR is a leading investment firm with over four decades of experience and the KKR Infrastructure franchise is one of KKR’s largest businesses
Aligned Interests
Results-driven economic incentives
with focus on managing
stakeholder interests
A Leading Infrastructure Franchise
KKR have consistently been a leader in the industry, having completed over 50 investments(1)
across several infrastructure subsectors since 2010, committing over $30 billion(2) across the KKR’s
infrastructure funds and accounts and in co-investments alongside such funds. One of KKR’s
largest and fastest growing businesses
All data as of June 30, 2021. Please see “Important Information” at the beginning of this presentation for a description of the calculation of “AUM” or “Assets Under Management“ and for additional disclosure regarding KKR’s internal information barrier policies and procedures, which may limit the involvement of certain personnel in some investment decisions and discussions. Numbers may not add up due to rounding.1) Reflects (i) all Global Infrastructure Strategy investments (which includes all Fund I, Fund II, Fund III and Fund IV investments), Asia Pacific Infrastructure Fund and Diversified Core Infrastructure Fund investments from 2011 through August 2021, including the announced commitments by Fund III to Sempra
Infrastructure Partners and MetroNet, which are pending close, the announced commitments by Fund IV to Atlantic Aviation and Telefonica Colombia, which are pending close, the announced commitments by the Asia Pacific Infrastructure Fund to Highway Concessions One and ZP Cloud, which are pending close, the announced commitment by the Diversified Core Infrastructure Fund to John Laing, which is pending close and (ii) our investments in Colonial Pipeline in 2010 and Coastal Gas Link in 2020, each of which were made through managed accounts.
2) Reflects capital invested (i) by the Global Infrastructure Strategy (which includes all Fund I, Fund II, Fund III), the Asia Pacific Infrastructure Fund and the Diversified Core Infrastructure Fund through August 2021 including the announced commitments by Fund III to Sempra Infrastructure Partners and MetroNet, which are pending close, the announced commitments by Fund IV to Atlantic Aviation and Telefonica Columbia, which are pending close, the announced commitments by the Asia Pacific Infrastructure Fund to Highway Concessions One and ZP Cloud, which are pending close, the announced commitment by the Diversified Core Infrastructure Fund to John Laing, which is pending close and (ii) our investments in Colonial Pipeline in 2010 and Coastal Gas Link in 2020, each of which were made through managed accounts.
KKR | LOCAL PRESENCE IN THE NORDIC REGION
NORDIC APPROACH KEY NORDIC INVESTMENTS
Local presenceOffice in Stockholm
>€30bn total EV acquiredAcross the Nordics
Strong relationship with institutional investorsManaging over $4.2 billion of capital on behalf of 30 Nordic based LPs
+ >150 add-ons over the last decade
ChristopherDrewsenPE
Carl LithanderCPG
Hans F.ArstadPE
ThomasBirkebaekCapstone
PeterSeveriniPE
Alberto SignoriInfrastructure
BjornRuwaldCapstone
JulianBarrattInfrastructure
DEDICATED NORDIC TEAM
KKR | INFRASTRUCTURE BY THE NUMBERS
Experience
Strategy
Capital Markets
Team
in AUM across four dedicated Funds and two Separately Managed Accounts(2)
~$38.2bn ~$12.7bnof co-investments deployed or
expected to be deployed(3)
60dedicated professionals across
10 cities in 8 countries
~$2.3bnof KKR Balance Sheet, KKR Employee and
KKR Personnel capital committed across KKR infrastructure strategies(9)
310+ aligned professionals across KKR’s centers of excellence participating
in Infrastructure
32 of 40 Global Infrastructure
investments with long term contracts or regulation
6.7% increase in value across the
Global Infrastructure Strategy in Q1 2020(5)
0.4%loss ratio on
realized investments(4)
52 infrastructure
investments over the last 13 years globally(1)
50 Infrastructure debt deals
closed across North America, Europe and Asia
65dedicated capital markets professionals
in direct and on-going dialogue with lenders
~$33.2bndebt proceeds raised to finance
infrastructure investments
As of June 30, 2021, unless otherwise noted. Past Performance is no guarantee of future results. Please see the “Performance Notes” at the end of this Presentation for important disclosure regarding the presentation of performance information included herein.1) Reflects (i) all Global Infrastructure Strategy investments (which includes all Fund I, Fund II, Fund III, Fund IV investments), Asia Pacific Infrastructure Fund and Diversified Core Infrastructure Fund investments from 2011 through August 2021, including the announced commitments by Fund III to Sempra Infrastructure Partners and MetroNet, which are
pending close, the announced commitments by Fund IV to Atlantic Aviation and Telefonica Colombia, which are pending close, the announced commitments by the Asia Pacific Infrastructure Fund to Highway Concessions One and ZP Cloud, which are pending close, the announced commitment by the Diversified Core Infrastructure Fund to John Laing, which is pending close and (ii) our investments in Colonial Pipeline in 2010 and Coastal Gas Link in 2020, each of which were made through managed accounts.
2) Reflects all KKR Global Infrastructure Strategy investments (which includes all Fund I, Fund II, Fund III, Fund IV, Asia Pacific Infrastructure Fund and Diversified Core Infrastructure Fund investments) from 2011 through June 30, 2021, and our investment in Colonial Pipeline in 2010 and Coastal Gas Link in 2020. Excludes the announced investments by Fund III, Fund IV, the Asia Pacific Infrastructure Fund and the Diversified Core Infrastructure Fund, which are pending close. Please refer to “Important Information” for further information regarding the calculation of “AUM” or “assets under management”.
3) Includes amounts that have been committed to co-investments alongside the Global Infrastructure Strategy, the Asia Pacific Infrastructure Fund and/or the Diversified Core Infrastructure Fund, but which have not yet been funded. Nothing in this Presentation should be construed as an offer of any co-investment opportunity with the Global Infrastructure Strategy, the Asia Pacific Infrastructure Fund, the Diversified Core Infrastructure Fund, or otherwise. The pace and availability of co-investments is subject to market conditions and other factors, and actual availability may differ substantially from past availability. KKR may offer permitted co-investment opportunities (if any become available) to such persons as determined by KKR in its sole discretion.
4) Loss ratio by value is calculated as: (total mark down of deals valued <1.0x) divided by total capital invested by Fund I or Fund II, as applicable.5) Represents the total percent change in value of the Global Infrastructure Strategy’s investments in the first quarter of 2020; excludes assets purchased within Q1 2020, the impact of management fees, expenses, and lines of credit, as well as all investments by the Asia Pacific Infrastructure Fund. Valuations are unaudited. Please see slide 18 for
information regarding year-to-date valuations and important information regarding the calculation of such information.6) See the “Performance Notes” at the end of this Presentation for important disclosure regarding the calculation of Net MOIC and realized and partially realized investments. Includes the investments in (i) Coriance, SSM Solar, Bayonne Water, Middletown Water, South Staffordshire, Saba Infraestructuras, SunTap Energy I, SunTap Energy II, ELL Group,
Associated Partners, Renvico Renewable Energy, Deutsche Glasfaser, Accionia Energia Internacional, NextEra Energy Partners, T-Solar and Calisen, each of which has been fully realized, and (ii) PEMEX Midstream, Q-Park, X-Elio and Telxius, each of which has been partially realized. Past performance of any KKR-sponsored fund, account or investment is not indicative of the future results of the Diversified Core Infrastructure Fund.
7) Includes (i) commitments made and/or expected to me made by the KKR balance sheet and partners, members, managing directors, directors, officers or employees of KKR or its affiliates (collectively, “KKR Personnel”), Senior Advisors, Industry Advisors, KKR Advisors, KKR Capstone executives and RPM Executives, and other associates of KKR to the Global Infrastructure Strategy and/or the Asia Pacific Infrastructure Fund as of June 30, 2021, and (ii) commitments expected to be made by the KKR balance sheet and the foregoing persons to Fund IV and the Diversified Core Infrastructure Fund. Anticipated commitments of KKR Personnel and associated persons to Fund IV and the Diversified Core Infrastructure Fund are subject to change. Commitments made by the foregoing individuals are retained by such individuals personally. Please see “Important Information” at the beginning of this Presentation for additional disclosure regarding KKR Capstone, Senior Advisors, Industry Advisors, KKR Advisors and RPM Executives.
KKR | DEEP ROOTS IN INFRASTRUCTURE ESTABLISHED
1) The above timeline reflects all investments made within KKR’s Global Infrastructure Strategy including all Fund I, Fund II and Fund III investments from 2011 made through May 2021. This information is provided solely to illustrate KKR’s experience and processes and strategies used by KKR in the past with respect to KKR Global Infrastructure Strategy investments. Past performance of any KKR-sponsored fund, account or investment is not indicative of future results.
2) The announced commitments to Telefonica Chile, Sempra Infrastructure Psrtners and MetroNet are pending close, which are subject to customary approvals and clearances.
2011
2012
2013
2014
2014
2015
2016
2017
2018
2018
2019
2020
2021
Global Infrastructure Strategy Investments
Fund I Fund III Fund II Fund IV
2021
$17bn capital commitments
EnergiaInternational
SunTapEnergy I
Bayonne Water
SSM Solar
SunTapEnergy II
Middletown Water
EnergiaInternational
FiberCop
RockyMountain Midstream
ADNOC Oil Pipeines
KKR | DIFFERENTIATED APPROACH TO INFRASTRUCTURE…
Risk-based approach to infrastructure investing with a distinct focus on capital preservation. Performed well even through COVID-19
We believe that the KKR platform and resources, coupled with our experience and culture of innovation, enables us to source, structure, execute andadd value to investments in a manner that would be hard to replicate
For over a decade and across three funds we have consistently delivered on our strategy, with only 0.4% loss ratio on realized investments(4)
KKR has been developing relationships with global corporations for over four decades, which we believe has allowed us to be a “Partner of Choice”and source differentiated investments
KKR has committed ~$2.3 billion(3) across infrastructure strategies making us highly aligned with our clients as one of the largest investors in ourInfrastructure funds
Distinctive Strategy
Value Creation
Strong Performance
Strong Alignment
Differentiated Sourcing
Experienced Team Under consistent leadership, we have a 60 person dedicated and experienced Global Infrastructure Team(2) that is supported by KKR’s “centers ofexcellence” investing together over the last 13 years
Note: As of June 30, 2021 1) Represents average annual yield of investments in Fund I from 2013 through 2020 and Fund II from 2015 through Q2 2021. Please see the “Performance Notes” at the end of this Presentation for important disclosure regarding the presentation of performance information included herein as well as the Gross Annualized
Yields and Net Annualized Yields of Fund I, Fund II and Fund III in each year since inception. Past performance is no guarantee of future results. 2) Certain members of the Global Infrastructure Team based in Asia and Australia are expected to be primarily focused on the investment activities of the Asia Pacific Infrastructure Fund and its successors, rather than Fund IV.3) Includes (i) commitments made and/or expected to be made by the KKR balance sheet and KKR Personnel, Senior Advisors, Industry Advisors, KKR Advisors, KKR Capstone executives and RPM Executives, and other associates of KKR to the Global Infrastructure Strategy and/or the Asia Pacific Infrastructure Fund as of
June 30, 2021, and (ii) commitments expected to be made by the KKR balance sheet and the foregoing persons to Fund IV and the Diversified Core Infrastructure Fund. Anticipated commitments of KKR Personnel and associated persons to Fund IV and the Diversified Core Infrastructure Fund are subject to change. Commitments made by the foregoing individuals are retained by such individuals personally. Please see “Important Information” at the beginning of this Presentation for additional disclosure regarding KKR Capstone, Senior Advisors, Industry Advisors, KKR Advisors and RPM Executives.
4) Loss ratio by value is calculated as: (total mark down of deals valued <1.0x) divided by total capital invested by Fund I or Fund II, as applicable
37%
27%
17%
19%
Americas
Asia
Middle East
Europe
36%
24%
22%
8%5%
Pension Fund
Government Entity
Insurance Company
Asset Manager
Fund of Funds
KKR | ... ALLOWS US TO ENHANCE RETURNS FOR OUR INVESTORSWITHOUT ASSUMING INCREMENTAL RISK
TAILORED INVESTMENT APPROACH AND RISK ASSESSMENT INVESTOR BREAKDOWN(1)
By type
By geography
▪ Physical assets:
▪ Portfolio of 56 vessels, with a total reported asset value of $2.1bn
▪ Steel scrap value provides downside protection to historical volatility of industry-wide asset values
▪ Central to local economy:
▪ Seaborne trade represents 90% of Global Trade, which represents 60% of the World’s GDP
▪ Ocean Yield has an active role in providing financing alternatives to charterers, which would otherwise struggle to access equity or debt capital markets
▪ Irreplaceable assets:
▪ High barriers of entry related to need for market credibility and track-record in order to be perceived as a credible counterparty for the charterers
▪ Large scale of platform allows Ocean Yield to be very competitive in the market and deter new entrants
▪ Limited correlation to economic cycles:
▪ Ocean Yield’s business model isolates them from residual value of vessels with counterparty-risk to be taken into account vis-à-vis economic cycle and ultimate value of vessels
▪ Long-term visibility of cash flows:
▪ 93% of the current portfolio is under long-term charter contracts with average duration of 8.3yrs and adjusted EBITDA backlog of USD 2.8bn
▪ Inflation-hedged:
▪ Contracts are not linked to inflation but given the business has c.97% EBITDA margin business, additional inflation of the cost base would not meaningfully impact the business
✓
✓
✓
✓
✓
✓
Note: As of September 13, 2021 1) Based off LP capital committed to date ($14,433m)
KKR | INVESTMENT THESIS & STRATEGY
Attractive market dynamics
▪ Shipping remains one of the most environmentally friendly means of transportation and seaborne trade is expected to continue growing over the next few decades
▪ Favourable future looking supply and demand dynamics given (i) current industry wide orderbook is at a 20 year low level, (ii) available shipyard capacity has decreased following consolidation in the sector and (iii) increased rate of retirement of the current fleet is expected as emissions regulation becomes more stringent
▪ High capital requirements to decarbonize the industry
▪ Increased opportunities as traditional sources of capital are getting more scarce and expensive
Leading maritime leasing Company
▪ Attractive, modern and diversified fleet on charters to reputable counterparties
▪ Adjusted EBITDA backlog of USD 2.8bn with average tenor of 8.3 years
▪ Frontrunner in the industry with strong reputation and proven track record
▪ Business model with long term bareboat charter contracts de-risks operational exposure and bring resiliency through the shipping cycles, with seller’s credit providing further equity cushion and reducing terminal value risk
Continued support of growth potential
▪ Strong ambition to continue to support the Company’s continued growth
▪ Ample capital available from well-capitalized owner
▪ Company less reliant on volatile capital markets to raise equity
▪ Growth can be accelerated in a private setting, where KKR as a well-capitalized financial partner is keen to invest in the Company’s future development
Support of management and
strategy
▪ Existing management team to continue in strong alliance with new ownership
▪ Strategy of purchasing vessels against long-term charters to solid counterparties to continue
▪ Business model will continue to be low risk – important in particular to continue to source attractive capital
▪ Systematic approach to de-risking investments (de-risking exit values, natural interest rate hedging, vessel refinancing)
▪ Proven track record of growth (10 vessels in 2013 to 63 in 2021)
KKR | TRANSACTION STRUCTURE
CAPITAL STRUCTURE (AS OF Q2-21)COMMENTARY
172
125
543
2,132
Bonds
2,132
Equity & liabilities
Assets
32
Total assetsbook value
Book equity
Hybrid financing
Bank debt
Other liabilities
2,132
1,261
▪ KKR entered into a definitive agreement to acquire Aker’s 61.7% stake in the Company and launched a recommended voluntary cash tender offer for all outstanding listed shares
▪ A cash consideration of NOK 41.0 is being offered per share, constituting a 26% premium to Friday, 10th of September closing price, implying a total asset value at offer price of USD 2.4bn
▪ The Offer will be all equity funded, resulting in an implied common equity ratio of 34% (40% including hybrid) using Q2-21 debt figures
▪ The transaction is expected to close in Q4 2021, subject to regulatory clearance Implied $2.4bn
asset value at offer price
Implied $0.8bn equity
AGENDA
FINANCIAL SNAPSHOT
Adjusted net profitUSD million
Q2 2021 Key financials
1) Other revenue of USD 3.0m in Q2 2021 is related to sale of vessels and amendment to charter parties
INCOME STATEMENT
INCOME STATEMENT
ADJUSTED EBITDA AND NET PROFIT
ADJUSTMENTS
BALANCE SHEET
BALANCE SHEET
Oksenøyveien 10
P.O. Box 513
NO-1327 Lysaker
Norway
+47 41 74 20 00
OCEAN YIELD ASA
www.oceanyield.no