Good day everyone, and welcome to the Paratus Energy Investor Call. Please note that this event is being recorded. After the presentation, there will be a question and answer session. You can ask your question by typing your question into the bar underneath the video player and press Submit Question. I would now like to hand over this call to Robert Jensen. Robert, go ahead.
Good day, everyone. This will be the second call that we have today, given that we thought we had just concluded one before realizing it was not Live. Apologies to everyone waiting. But welcome to this Investor Call for Paratus Energy Services Limited, relating to today's announced sale of our jack-up business, Fontis Energy. I am the CEO of Paratus, but I also have joining me on the call today, Baton Haxhimehmedi, our CFO. Before we begin today's presentation, I would like to remind all participants that some of the statements on this call may involve forward-looking statements. Forward-looking information involves risks and uncertainties by nature that may cause actual results to differ materially from those projected in such statements. I therefore refer you to our latest public filings.
Today, we are pleased to announce a transformative transaction for Paratus, the sale of our jack-up business, Fontis Energy. This marks an important milestone in the continued evolution of Paratus, simplifying the company and sharpening our strategic focus. We will walk you through the rationale for the transaction, the key terms, and what Paratus will look like going forward. First, following the completion of this transaction, Paratus will be uniquely positioned as the world's only pure-play PLSV company of scale, operating in a resilient and infrastructure-linked segment of the offshore market. At the same time, we are significantly improving our risk profile by exiting the jack-up segment, where we have faced exposure to payment irregularities, contract uncertainty, and geographic concentration risk.
Second, we have a strong confidence in a credible path to sustaining our current dividend per share over the long term, supported by visible PLSV cash flow and a strengthened balance sheet. Put simply, we expect to maintain our industry-leading yield of approximately 20%. Third, the transaction materially improves our financial position. Pro forma leverage is expected to be reduced to approximately 1.4 times, resulting in a significantly more resilient capital structure and a clearly positive outcome for creditors. Finally, becoming a pure-play PLSV company creates a unique platform from which we can pursue both organic growth and value-accretive expansion opportunities within the subsea space. Overall, this transaction transforms Paratus into a simpler, more focused, and financially stronger company. Before going into each of these points, let me first walk you through the transaction itself.
The divestment of Fontis represents the natural next step in the evolution of Paratus. Since acquiring Fontis back in 2022, we have undertaken a comprehensive transformation of the business. This has included separating it from Seadrill, building a standalone organization, fully repaying all financial debt, and making significant progress on receivables collection. Over this period, we have overseen the distribution of approximately $760 million of value from Fontis to stakeholders, including both creditors and Paratus as a shareholder. At this stage, we believe that Fontis' assets are better positioned within a larger industrial platform in the jack-up segment, such as the one Borr and CME can offer, with established presence in Mexico and broader international reach. At the same time, this transaction materially improves Paratus' risk profile by reducing exposure to the already mentioned payment irregularities, potential contract suspensions, and recontracting uncertainties in Mexico.
We began discussions on this transaction in the third quarter of last year. During the negotiation period, Paratus has extracted $74 million of cash from Fontis, which is important to keep in mind when assessing the overall transaction value. As announced today, we have agreed a total consideration of $400 million for Fontis, consisting of three components, $148 million in cash payable to Paratus at closing, $15 million in deferred consideration linked to the collection of receivables, which we expect to be realized at closing given the payment progress already made, and $237 million non-recourse seller's credit. The seller's credit carries a cash interest of 10% in the first year, then stepping up to 12% for the next six months, and then 14% thereafter. The duration of the seller's credit is 2.5 years.
The strong security package includes, among other, a first lien on all the rigs, and importantly, no dividends are permitted from the secured structure while the seller's credit remains outstanding. The transaction is expected to close in the second half of 2026, subject to customary conditions, including regulatory approvals and Paratus bondholder consent. While we are not saying goodbye just yet, I would like to take this opportunity to thank the Fontis team and all of its employees for their dedication and hard work. We wish them continued success under the ownership of Borr and CME. Let's now turn to the business we are left with, our PLSV platform. All six vessels are, as you know, contracted on multi-year Petrobras contracts, providing strong backlog visibility through 2027 and 2028. From a market perspective, demand is expected to remain resilient.
Petrobras' five-year plan continues to support sustained activity levels, with pipeline installation remaining a priority. In addition, we are seeing potential incremental demand from international oil companies operating in Brazil. As mentioned in our Q4 results, this demand outlook is further supported by Petrobras already being in the market with a tender for vessels with contract expiries in 2027. On the supply side, the market remains very tight. There are no new builds on order, meaning supply will remain constrained for several years to come. In Brazil, 17 high-spec PLSVs are tied to long-term contracts, and three vessels are working under other arrangements. Global spare capacity is also very limited. The market is also highly concentrated, with most vessels controlled by a small number of players supporting strong competitive positioning and pricing discipline.
Taken together, this creates a highly attractive and resilient operating environment, which is more infrastructure-linked than traditional oil services. We believe this platform provides an excellent foundation for further growth, both within PLSVs and in adjacent subsea segments. Turning to shareholder distributions, maintaining a stable and sustainable dividend remains a key priority for Paratus. Since our IPO, we have returned significant capital to shareholders through both dividends and share buybacks, demonstrating our commitment to disciplined capital allocation. Looking forward, the SeaGems platform provides strong support for future distributions. At current day rates and utilization levels, the normalized cash flow is already very close to supporting our current quarterly dividend of $0.22 per share. A modest increase in day rates or incremental contribution from new business opportunities would fully support that level.
We believe the significant strengthening of our balance sheet caused by the sale of Fontis will allow us to sustain the current dividend level over the medium term, while we actively pursue ways to grow earnings in SeaGems. We therefore expect to be able to maintain our current quarterly dividend and see a credible and well-supported path to sustaining our industry-leading dividend over the long term. I will now hand over to Baton to discuss the balance sheet in more detail.
Thank you, Robert. As also Robert highlighted in the introduction, a key benefit of this deal is the significant strengthening of our balance sheet. On a pro forma basis at Q4 2025, our net debt is reduced from approximately $581 million to around $226 million. This corresponds to a meaningful reduction in leverage from approximately 2.2x to around 1.4x EBITDA on a pro forma basis at Q4 again. In other words, meaningful deleveraging, and it's clearly positive from a creditor perspective in our view. In addition, the seller's credit provides attractive returns, and is supported by strong collateral. It is also important to highlight the reduction in working capital risk here.
Through this transaction, we are effectively monetizing the value of the outstanding and due receivables in Mexico, where we have experienced payment irregularities since engaging with our clients. This shifts our balance sheet from something more volatile to something simpler and more predictable. With improved visibility following the announced transaction, we are also now in a better position to address our upcoming 2026 maturity, which we expect to manage in the coming months. Finally, the transaction is considered a material asset sale under the bonds, and the company intends to seek consent from bondholders in due course, and we expect a constructive process around this. As we already indicated, we believe this is a materially positive event for the creditors. With that, I will hand over the word back to Robert. Thank you.
Thank you, Baton. With a simplified structure and strengthened balance sheet, Paratus is now well-positioned to pursue disciplined growth. On the organic side, we are actively pursuing tenders for additional PLSV work and adjacent subsea vessel classes, including opportunities such as the previously mentioned decommissioning tender. We are also exploring the potential to charter third-party vessels, allowing us to expand our operational footprint without significant capital investments. On the M&A side, we are evaluating opportunities to acquire high-quality subsea assets or fleets that can enhance scale and backlog. We are also open to partnerships or strategic combinations with large offshore players seeking to enter the PLSV market.
This transaction not only simplifies the company, but it also creates a strong platform for future value-accretive growth. To summarize the key takeaways, we are improving our risk profile by exiting the jack-up segment, becoming a fully focused pure-play PLSV company. We are strengthening our balance sheet and reinforcing our ability to sustain attractive shareholder distributions. At the same time, we are establishing a clear platform for disciplined growth, both organically and through M&A. With that, let's move over to Q&A.
Ladies and gentlemen, we will now begin the question and answer session. If you would like to ask a question, please enter the question in the question bar and press Submit Question. I would like to hand over this Q&A to Baton Haxhimehmedi. Baton Haxhimehmedi, go ahead.
Thank you. There's a question about whether we're willing to sell our 50% stake in SeaGems too.
Oh, look, I think we've had this question before. We're an industrial holding company. We obviously with the strategic decision to sell the jack-up business, we are focused now on expanding and growing our SeaGems platform. Ultimately, I think we're in the business of making or creating shareholder value. We'll listen to any offers, but the thinking today is that we want to develop that platform.
You're explicitly mentioning a long stop date for the transaction. Does this relate to uncertainty around regulatory approvals in Mexico? That's the first question.
I think we want to be transparent, so I think it was natural to include the long stop date of the transaction. I don't think we have any particular concerns around the antitrust filing in Mexico. That is part of M&A. I think we've seen other jack-up transactions, where I think there would sort of objectively, in my opinion, have been more risk associated with the buyer and the seller. I don't think we see any bit of additional or increased risk for this being Mexico. There is also potential for extensions to be granted.
There are several questions around the 2026 maturity, Robert. The closing date is most likely after the maturity of the 2026 bonds. There are several questions around how we expect to address this maturity.
I think the question around the 2026 has been recurring theme on all of our recent conference calls. I think we've been quite persistently saying that it really depends on the strategic outcome of the jack-up business. Now, we have obviously announced this transaction. I think we have clear plans on how to deal with that maturity. As indicated in one of the questions, the closing date is supposed to be in Q3, subject to obviously the antitrust filing and bondholder consent. I do think that we now have much more clarity on how to deal with them, deal with the 2026s, and I think we'll probably be addressing them in relatively short order. I don't think we wanna comment much more detail than that on today's call.
There are some questions about how we intend to use the cash proceeds from the transaction. Whether what we will use it for, or whether it is earmarked for reduction of 2029 bonds.
Well, I think as we said, there are some conditions to closing this transaction. We will reach out to bondholders in due course. I don't think we want to speculate on this call what we will use the proceeds for. Obviously, we know the restrictions we have under our 2029 bonds, and we'll obviously bring that to the table when we discuss consent with bondholders. I think we'll leave it at that.
A question about distributions. Going forward, do you intend to maintain a stable dividend, or will dividend distribution vary based on quarterly free cash flow generation?
Well, I think fortunately, the PLSV business provides very stable free cash flow generation. There is not a whole lot of swinging between the quarter to quarter, given that all the vessels are on multi-year contracts. I think what has been evident from the way we've run this company since the IPO, we are clearly focusing on stable dividends. Based on what we said in our prepared remarks, we believe we have a clear path to a sustainable dividend at the sort of similar to the level we have been ever since the IPO, really.
A question about the agreements. Are there any adjustments to the transaction price or cash paid at closing related to cash collected from Pemex prior to closing the deal or earnings in the period, assuming a closing window of up to six months?
The transaction is structured as a lockbox mechanism, so we are not entitled to the earnings in the period. The only adjustment on the cash, too, if you want to call it that, is obviously the deferred consideration of up to $15 million. That is, depending on collections coming from Pemex.
What is your target level, debt level post-close?
Well, I think we've never had a target debt level in mind for this business. I think that's been part and parcel because of the various businesses we've been involved in. I don't think we're at this stage willing to commit to a debt level. What we have said in the prepared remarks and what's obvious from this transaction is that it is a materially de-leveraging event for the company. We will obviously have to address the 2026s, and then we will look at our capital structure and think about how our capital structure fits the pure play concentration around PLSVs. I think we'll have to get back to that, but I'm not sure we will commit to a debt level at this stage at least.
Question about whether there are any breakup fees associated with the transaction. No, there aren't.
Thank you for your questions. I would like to give the call back to Robert Jensen for any final remarks. Robert, go ahead.
Thank you. I think that was the extent of the questions. We hope to be able to speak to you again when we report our Q1. In the meantime, thank you for your interest. Thank you.
Thank you.