Good afternoon and welcome to this DOF presentation. My name is Mons Aase CEO of DOF. Together with me, it's Hilde Drønen, our CFO, and the chair of the board, Mr. Svein Harald Øygard. So, we will start with a few words from Svein Harald, and please, Svein Harald.
Thank you, Mons. I will briefly summarize the transaction rationale. The transaction that's now launched combines the best of DOF and Maersk Supply Service into the new combined company. DOF is a major supplier of integrated offshore services, with in total 43 vessels. What's remarkable with DOF is its ability to develop long-term client relationships in key offshore regions like Guyana, Brazil, and so on, and work with clients to create value, and then to combine that with project competencies that allows the company to add value beyond the value of the vessels. It's been a very successful strategy and explains the high return figures for DOF over the last year. We then combine that with Maersk Supply Service, which is a global asset provider with a very high quality and modern fleet.
It consists of eight construction support vessels, 13 anchor handlers, and one cable layer. The average vintage of these vessels is 8.5 years, compared to 11.7 years for DOF and 12 years, more or less, being the industry standard. So it's a modern fleet. It's with high quality assets and that are ready to be employed immediately into high value projects. DOF is largely sold out on part of its anchor handling fleet. Of the twelve vessels we have, eleven are deployed until the end of 2025 and beyond. So for DOF, it's very valuable to get access to additional tonnage. With this, we create an enhanced position of DOF as a major integrated offshore service provider with the world's largest fleet of CSV vessels and high-end anchor handlers.
In reality, we'll be the global leader, and with no rivals of size in this specific segment of the market. It's also important to mention that the anchor handlers that goes into this new entity, both from DOF and Maersk, have mutual features that distinguishes them from other vessels. One, they are simply larger with more capacity with higher higher higher engine capacity. They also in the standard DOF configuration they all have ROVs, and some even have multiple ROVs. Some have cranes, which also allows these vessels to do a combined scope. First, the vessel handling, so the rig handling or the FPSO handling, then the mooring, and then the linkup of the pipes and so on. And they're also to do work within decommissioning and so on.
So with this, there's a capacity of the fleet that really adds value to DOF, and of course, it's DOF's, DOF's aspiration, as we'll go through, in this presentation, to within the frame of the DOF model, to add further value, to the vessels that we... that now enters the DOF fleet from Maersk. I will now give the word to, Mons, who will go through the specifics of the transaction and the elements of the portfolio and the strategy. Mons?
Thank you, Svein Harald. So I started my career as a shipbroker 30 years ago and have followed the Maersk fleet and the Maersk organizations and that, and of course, I've been admiring their fleet. I've been admiring the way they operate and the quality of their services. So of course, this is... I'm very confident that this will become a great success for both Maersk and for DOF going forward. The transaction is that we are buying Maersk Supply Service, yes, from Maersk Supply Service Holding, which is a daughter company of A.P. Møller Holding. So we have a cash consideration of $575 million and around 58.8 million shares.
We are financing that with a bank facility underwritten by four banks, $500 million, and then we are doing a placement in total of $125 million. We did a private placement just yesterday after close at NOK 99 per share, and plan to do a rights issue later on. So timing is, yeah, so yesterday we signed and announced and did a private placement. There will be an EGM in DOF towards end July 26, and then we will publish the prospectus, and then hope for closing sometimes in quarter four, dependent on when, you know, we are filing in a few countries, so it depends on when we get the feedback, yeah. We do not expect...
Any negative feedback as the market share should be too low to make any problems in any country. So this is the target here in the red box. So we are buying Maersk Supply Service from Maersk Supply Service Holding , and then worth mentioning is that we are buying it on a, there is no debt in Maersk Supply Service A/S, and there are certain cash and net working capital into it. I have a bit more on the numbers later on. Then why we are doing it? Of course, it's as Svein Harald said, we in DOF we have a very, very high backlog now in the group.
You know, we do racing all the way into 2029 onwards, and we are in 2024 and 2025. You could say that we are almost sold out both on the CSV side and on the anchor handling side. So we, of course, we have been negotiating this agreement for a while, and we have, so we have planned for it, and we have, we have entered in quite a few contracts lately for our own fleet to make room for this fleet. And so it's immediate earnings in a very hot, strong market, global market for both CSVs and anchor handlers. It's complementary, where we operate from the same country. So of course, I have a slide on that later on.
And of course, so it's a very good fit, and of course, there will be synergies to take out of it, both on cost, but also of course, on scale and, and, and presence and of course, towards our own, our clients, around the globe. Of course, you become even more relevant with a bigger fleet and a bigger offering. And we do believe it's a very attractive priced deal, assets and, and, and, of course, done with a very substantial earning potential, both on the vessels, but also to add on project earnings on, on, on the Maersk fleet that we offer from our own, fleet today. We believe A.P. Møller Holding will be a very good owner.
Svein will talk a bit more about that later on, but we believe it will be a very good owner of us. For us, we share the same targets on growth, on corporate governance, and so we look very much forward to have them on board together with us and develop DOF, and a combined company further. Hilde will talk a bit about the financing, but we think it's a very robust transaction with low leverage, and we do believe that this will increase the dividend capacity in DOF, and also we do believe it's a possibility that we can pay a dividend earlier with this transaction done without it.
So, we are planning an integrated service offering in what we think is a very strong oil and gas market. And then, we also see a strong growth on the offshore renewables or offshore wind market, going forward, where both our CSVs and our anchor handlers can play an important role. So this is the Maersk at a glance, Maersk Supply Service at a glance. So it's 22 boats. They have more than 50 years of experience operating in this market. Young fleet, 8.5 years average, 1,200 employees, headquartered out of Denmark. It's the fleet is one cable layer, which is a very interesting vessel for us.
It's probably one of the segments out there that is the hottest at the moment, and very high growth due to, of course, all the work on the offshore wind side, where they all need cables, both inter-array and from field to shore. We have the CSV fleet, which is... Here is a picture of the Maersk Installer. She has three sisters, so it's four boats with 400-ton cranes and the youngest in the world fleet of that type of vessels. It's-- they are built in 2017 and 2018. And of course, we know them well.
We have the Maersk Installer is actually on charter to DOF as we speak, and, and, you know, doing very well, and we, we, we have a high backlog for, for the remainder of the year, and we, we see that we can do around $1 million a year from, from, from May onward. No, $1 million per month, sorry, you know, for the remainder of the year. So, so it shows that there is a great potential to, to add, services and earnings on top of the, the vessel. Right. Then it's the anchor handling fleet, where, where, where we have 13 boats and, and, eight of them are, are about 250-ton bollard pull, so it's the very high end of the global anchor handling market.
The picture here is a Maersk M class, which is one of five boats of that class we are buying. Of course, they are the newest and most modern anchor handlers delivered from yard in 2017 or 2018. So it's a very young fleet and a very capable fleet. So we think it's a perfect fit for our own operations. So we very much look forward to run those boat together with our new colleagues in Maersk, so we look forward to that. This is done on the numbers. So this is, as we said, it's 58.8 million shares, $577 million in cash, and a total consideration of $1 billion and $1.1 billion . Yeah.
Then there are certain adjustments to that, the cash adjustment, it's some intercompany and, also then we are paying interest on the cash portion from first of July. And as you remember, the debt in Maersk Supply is not in that company, it's in the Møller, so there is no interest. This is on a debt-free basis, we are buying it, yeah. So this is then, I think a very important slide here. This is done, over assessment on the estimated, enterprise value at year-end 2023, but also done at year-end 2024, where we expect, closing around, in late in quarter four, yeah. So, as we said, NOK 11.12 is the consideration. Then there are certain adjustments to the lock-box accounts, per December 2023.
And then there are in the lock box $55 million in cash, so getting you to $1.037 billion in EV year-end 2023. And then, as I said, there is no debt in the company we are buying. So, decent cash flow in 2024, and then some intercompany and a few other issues. So we expect cash at the end of the year between $140 million and $170 million. Here, we have used $155 million as an average, leaving you with a year-end EV of $937 million, which is done around the date we expect to that the closing will happen, yeah.
So, two numbers to remember from this: year-end 2023, enterprise value, $1.037 billion, and then year-end 2024, enterprise value, $937 million. So this is done the fleet. So it will be 65 owned boats, 33 CSVs, 24 anchor handlers and 6 PSVs and 1 cable layer, yeah. And reducing the average age of the combined fleet compared to DOF with 1 year, and the average age of the fleet we are buying are 8.5 years. So it's a large fleet, very modern fleet, and a very high-end fleet, yeah. Comparing that fleet with, let's say, the peers. So on the left-hand side, we have a typical vessel owners, and on the right-hand side, you have the more, you know, subsea construction companies, tier one, tier two players.
Of course, the fleet owned by the combined company is by far the biggest. Of course, we think we are in a sweet spot, controlling a very large fleet, and then together with our large subsea organization, offering sophisticated integrated services on the subsea side, but also on the renewable side. So we... Of course, we do believe that in the market we are coming into now, controlling the assets will become more and more important. The market is turning in the favor of those owning steel, and we think steel is or vessel is the most scarce resources in the mix going forward in this what you can almost call a booming market. This is how we spread globally.
So we get the increased size, more or less globally, especially in North America. We get more boats, big growth in Canada, Guyana. Also in the North Sea, it's increasing scale, and in Africa, especially Angola, it's increasing scale. And of course, that means that, you know, the SG&A per vessel will come down. Probably, the utilization will come up because you and so we do believe there is quite a bit of cost synergies and also then, let's say, market synergies we can take out of, when we combine these two entities. Of course, we expect to grow going forward and as well as, of course, it's also that we also believe that we, of course, by doing this, become an even more attractive place to work.
So we will be attracting new talents and able to grow the business, continue to grow the business going forward. This is done on the fleet and a bit on the reflections around the pricing. As you see, the broker values, we independent broker values by year-end 2023 was $1.319 billion. And of course, comparing that, as if you remember from that previous slide, we had year-end 2023 enterprise value at $2,039 million, and we had year-end enterprise value at end of 2024 at $937 million.
So of course, that shows that year-end 2023, we, it's a multiple 0.79x, and on the footnote here, year-end 2024, you are at 0.71x, yeah. So we think it's an attractive deal on looking at the steel values. And we have done some math here on the, let's say, 11 newest boats, showing that they are the four I-class, the Maersk Forza and the Cable plus the five M-class anchor handles, they have a market value of $2,040, comparing down to the two numbers, year-end 2023 and year-end 2024. Yeah. So we think they're very attractive, the price deal on the what we call steel values. Yeah. Then this is the plan going forward. So we...
Of course, we will, of course, on the vessels, the market is getting stronger. The backlog for Maersk will come back to, but of course, it's gradually coming off, let's say, old contracts and then we also plan then to put subsea services on top and of course do the same as we have done in DOF. We can grow both the vessel earnings and then subsea earnings on top, yeah. So we look very much forward to that. I'll come back to the backlog and show you in more detail when the vessels gets available and ready to renew on higher rates in this very good market. Yeah.
So here you see that, and as you see, the majority of the CSVs will come available either now or in 2025, and the latest in mid-2026. And of course, it's worth to note that the gray color here is because it's unpriced options, so of course, that is fully exposed. And then the blue here is the installer that is on charter to us. So you see, most of the CSVs will be open in the market going forward. And of course, it's a perfect timing for that, as it's been increasing and increasing rates for those type of vessels. And then the same picture really on the anchor handlers, where seven of the anchor handlers are exposed.
Seven of the anchor handlers are exposed either already now or then will come available in mid 2025. So seven out of seven in that box, of course, all are around 250-ton bollard pull high end anchor handlers. Yeah. So then you see only a few yellow and green ones into 2026, which is some of them have a few of them have legacy contracts, and some of them has been contracts that are done recently. So on the Maersk Teal and the Maersk Mobiliser, so the contract was done earlier this year, so they of course are at market already. And on the right-hand side, it is showing the backlog for DOF. So you see almost sold out in 2024.
Soon getting sold out in 2025, almost. And then building backlog for 2026 and onwards. Yeah, and this was per end June, and we are... You know, we have quite a few contracts still in the pipeline, so we of course expect that to grow further the next few months. Yeah. So we have planned for this. We are, as we have told you, we have been negotiating this for quite a long time, and we have thought this will end very, it ended on. And as such, we have placed our own assets on longer term contracts to give space for the new vessels coming into the fleet.
This is something we normally don't do, but we normally don't give mark-to-market the EBITDA. But let's say this is for illustration, and so the thought behind this slide is that if you are able to repeat on some of the Maersk vessels what we have done recently on our own boats, then they have these that earning potential. So we recently did two contracts for anchor handlers, one Skandi Iceman here in Norway for Equinor, and one Skandi Amazonas for Petrobras in Brazil, of course, and they contract yields around $15 million per year in EBITDA, yeah. And those are more or less, you know, same spec as the M class.
The M class is a bit newer, but they are more or less the same spec. So what we then. And then on the CSV side, we recently did a two-year contract with Eni in Angola. We have the Maersk Installer on charter too, so this is done, done, based on the contract we have done on that, on her, recently. And then we have the Skandi Skansen fixed to Subsea with commencement February, March next year. And then you see the earnings we get out of those contracts, yeah. So, so you have the vessel earnings plan, then you have the project earnings on top, yeah. So then we are using that same maths, saying that we should be able to repeat something similar for the five M class boats, the four I class boat.
The Maersk Forza, which is almost a sister of Skandi Seven. Then we say that the earnings potential here is between $240 million and $260 million per year, yeah. And that is out of 11 boats, yeah. So then if you only look at those 11 boats and look at the year-end 2023 number for the enterprise value we estimated, then you are at 3.6 on the whole purchase here based on those 11 boats. And of course, then there is a high earning potential on the remaining 11 boats, but we didn't do this for more than these 11 boats, yeah.
So, and of course, this is a slide I like a lot, and together, I think this one was the one we showed on the vessel values or market values on the boats. You know, shows the economics how we see them in this agreement. Then, a bit about A.P. Møller Holding. Of course, as I say, I've been admiring them since for through my whole career, starting in the early nineties. And of course, I think most of you know them, and being a major owner in one of the world's largest logistics companies, used to Maersk Tankers and Noble Drilling. So, I think a level like that, you probably know them very well. As I said, I personally look very much forward to work together with them and make it of even greater company than this today.
Thank you. So then turning to organization and governance. So first, Mons will stay on as CEO of DOF. Hilde will continue as CFO, followed by Martin Lundberg as planned from first of January 2025. Then, of course, we also welcome the employees of MSS to DOF. It will be a very attractive platform for professional growth, as it now will be a focused company with a global aspiration and the ultimate industry leader in this segment. And we are in need for talent, as this is a growing industry, as we have bolder aspirations regarding the role that we play towards our client, and that basically we should provide attractive opportunities for the people that now come on board.
The organizational structure as of today of DOF consists of four regions that has the responsibility for the client relationships, the commercial processes, and for the project delivery. And those are high-performing regions that establish a very strong presence for DOF, not least in the high-growth regions like Guyana and Brazil and so on. So I think it's a very good starting point and also for bringing on board the talent of MSS. We have an asset operations entity that runs the vessels and that take care of integrity, fleet management, and so on. And two competence centers, one in conventional subsea and one in renewables, which then of course positions DOF well to play a key role in the energy transition.
And also, with regard to, for example, offshore wind, both bottom fixed and floating, the latter being a key priority for DOF. And we're also, of course, the fleet capacities that we now bring on board, not least anchor handlers and the cable layer, have a very important role to play as these installations are put in place and later on maintained. On the governance, the agreement with the A.P. Møller Holding includes a statement that basically says that as of the EGM, to be called in late July, two additional board members will be brought on board, both being nominated by A.P. Møller Holding. They also will have the right, of course, depending on the general meeting, to nominate the chair of the nomination committee for the next two years....
This, of course, is important because it solidifies and illustrates the role that we expect A.P. Møller to play going forward, basically contributing to the growth of the company, helping to set direction, and of course, creating value for shareholders. Furthermore, of course, it's a signal that we do expect this to be a long-term position. There shouldn't be any issues related to overhang, i.e., need or urge to sell shares, as this is illustrated by this commitment to stay on in key governance position and even take on an additional role through the nomination committee. In the process, we have had with A.P. Møller.
Møller Holding, one of the key priorities, as we understood, has been to retain a high ownership stake in the new company, and where we agreed on the 25% figure, which also was then solidified yesterday in the share issue, where they signed up for additional shares to basically continue the 25% position. I think it's a good, at least from my personal view, it's a good balance. We have very competent shareholders already in DOF, large industrial owners, large financial owners, and with A.P. Møller, in addition, I think it will be one of the strongest ownership groups of any offshore company in the world. With that, I'll give the word to Hilde, as she go through the financial aspects of the transaction more thoroughly. Thank you.
Thank you. This shows how the DOF Group is funded today in four silos, and now we have a fifth, which is the Maersk Supply Service. As already informed by Mons, we have received a committed term sheet from four banks, and that's DNB, Danish Ship Finance, Deutsche Bank, and Danske Bank, where they are committed to fund $500 million of this acquisition. In addition, we successfully did a private placement yesterday of $100 million, and the plan is to do a rights issue. So we assume a equity issue of in total 125. So in fact, we are over-financing this acquisition on the cash portion.
If you look at the fair market value of the fleet, which was approximately NOK 1.3 billion, then you have a loan to value of 38%. However, if you assume the net debt on signing, considering the private placement, you, we have assumed the net debt to be NOK 377 million, but on closing, which is assumed to happen in fourth quarter this year, we have estimated the net interest bearing debt to be NOK 277 million, which give a loan to value of 29% versus 21. So it's a low leverage on this acquisition and this company.
I thought, and I further believe that this kind of strengthening the refinancing that we are planning for, one of the silos, which is, which is DOF Subsea, which is, assumed to happen in 2025. As you can see on the rest, it's four silos, and, again, it's mainly DOF Subsea, the remaining debt, who is going to be refinanced, because DOFCON is a JV owned by DOF and DOF Subsea and Technip. There are no refinancing risk here. You have Norska n, which is our Brazilian entity, and we want to keep a favorable financing for that company. It's highly leveraged, but the current funding we have is quite favorable
It's a flexible amortization structure, and it is the first maturity is in 2030. In DOF Rederi, there are zero refinancing risk. Main terms on this new facility is 3.5% in margin. It's a 7-year amortization profile, and the financing is non-recourse from DOF Group ASA. So that's it on the financing.
So I think this is the final slide, and... So as we see, a very strong market in oil and gas, and that is globally. So and it's for all vessel classes, across the market for on the subsea side, have been very strong, for a while, and we of course see that, we see that the term earnings on anchor handlers and also spot earnings recently has increased and we expect the same development on that, in that segment as we have seen on the subsea segment. So we think the timing is perfect, to add this fleet and add the competence and-
... like, let's say, a very, very competent Maersk Supply organization to help us build a fantastic company. So oil and gas, very strong, and we think the cycle has just started. We see we do contracts now into 2029 and beyond, and at what you could call historical high rate levels. And then you see your clients are willing to do that, and of course, they do that because they expect this to last for quite a while. On the offshore wind, both the CSVs and the anchor handlers can play a vital role, especially on floating wind. Of course, the anchor handlers will be key.
We have done some tenders and looked at it, and of course, one project with 55, 55 turbines will require 1,200 anchor handling days alone. So if you done in 2027, 2028, onwards get a few of those projects every year, of course, it's gonna be a fantastic market for the global anchor handling fleet. So I think we leave it like that, and then we... That was it. We are open for... So thank you very much, and we have received a few questions, which we will try to answer. And I guess it's still possible to send in questions. So we have 15 minutes left, and we will try to answer the questions we have.
Martin Lundberg, our head of IR, is here with us, so he will ask the questions you have sent, and we will try to answer as best as we can.
Yeah, and the first question is, how many of the vessels do you expect to generate project EBITDA?
Of course, if you look at it gradually, we expect, as when the CSVs comes available, we will gradually put them into the subsea organization and add the subsea services on them. The plan is of course not to have all of them on short-term projects, but some of them on longer-term contracts, like we have with Exxon in Guyana or Eni in Angola, or Equinor in Norway or so on. So, but to add the services on top of it, yeah. So if we can do 20% margin on top here, that is what we plan for.
And on the anchor handling side, of course, we of course operate. You can say you can split the anchor, how we operate them, simplify it in three. So we have a few, we have 11 of 12 anchors on fleet now, on long-term contracts, you know, with companies like Equinor or Petrobras and similar, where we have main, you know, boats with ROVs, mainly with ROVs, yeah. And then we from time to time have a vessel in the North Sea spot market, which as the time we speak is very hot.
And then we need, because we execute projects globally, you know, in what we call mooring, the mooring market, but also in the deco market, you know, typically installing an FPSO or an FPSO, or decommissioning an FPSO, an FSO, or actually changing, you know, because the mooring lines don't last forever, so you have of course also to change them out. So we need to, let's say, to fill that need, we need 3, 4 of these anchor handlers in that market. Yeah, so a typically project like that requires 3, 4, 5 boats, yeah. And of course, on those projects, of course, we can also add on subsea margin on top.
So it will be, on the anchor handler, it will be a mix where you run on the term or in the spot with ROVs, and then on the project side, we will add the full engineering and full services on top. And also, of course, we are using anchor handlers also for other subsea scopes, yeah. So like even inspection work or... So it, it's difficult to come with an exact answer on the anchor handlers, but let's say quite a bit, large part of that, then we'll have certain subsea scope on top, yeah.
Secondly, do you expect, or should we expect that all vessels will be kept in the group, or is it likely that some will be sold?
Of course, I think it's the most likely that we will, let's say, fill the, you know, let's what you say in English be h igh grade fleet, where we perhaps some of the oldest and less capable boats in the combined fleet will not stay in the company for a long time, yeah. So we will have, as we have done in the past, sell vessels when the pricing is right, and sell one by one because that gives us the best income, yeah. So how many? You know, I don't know, perhaps it will not surprise me if when we in a year from now have 60 boats instead out of 65, if you... So we- but of course, we can't put the exact number on what... It could- depends on price, depends on- on underlying earnings.
Of course, the underlying earnings today is very strong, and so of course, you need, you need decent pricing to fund the sale. But, we will not keep all the 65 boats forever, if you follow me.
Can you say a little bit about expected synergies between the two companies?
Well, I think, you know, I think it's a bit too early to say a lot about that, because I've done a bit of work on it, on both, especially in both... But I think it's too early, you know? I think we have to do a lot more, get to know... You know, we have to do the closing first, and then we have to see how to optimize this around the globe, yeah. So, we will have to come back to that, and I think it will be 2025 before we can comment in much detail on that.
We have a bit more detailed one. How will you integrate the safety management system of both companies?
Yeah, and of course, the question is, first we have to figure out who has the best safety management system. And of course, it's very high quality in both companies. Yeah, so hopefully we can pick the best from both sides and improve together, yeah. So that... And I don't expect there's too many differences in the system anyway, yeah. So I think that will only be upside. It will be a bit of work, but I think it be... If the two of the best companies in this segment go together, I think we can become even better, yeah.
And then, lastly, when do you expect these vessels to deliver the illustrated mark-to-market EBITDA?
No, of course, I think you know you can have a look at that yourself on this page where we show the backlog boat by boat. I think that is the best answer you can get on that question, yeah.
That's all that we have received, so-
No, but thank you very much for listening to us, and thank you very much, and have a good summer to all of you. We at least are very excited about joining forces with one of the most knowledgeable and leading players in our segment, so we are really enthusiastic. Thank you very much.