Eneti Inc. (NYSE:NETI) entered into a binding agreement to acquire Seajacks International Limited from Marubeni Corporation (TSE:8002), Mitsui O.S.K. Lines, Ltd. (TSE:9104) and INCJ, Ltd. on August 5, 2021. The share consideration is comprised of 7,433,031 common shares and 700,000 preferential shares in Eneti, subject to closing adjustments. In order to satisfy a portion of Seajacks’ debt, the Sellers will receive cash consideration of $12 million. At closing, Eneti will issue subordinated redeemable notes totaling $73,599,849. Eneti will also assume $87,650,000 of subordinated, non-amortizing debt due in September 2022 and owed to financial institutions with guarantees provided by the Sellers. The remaining existing secured debt of approximately $267,532,868 will be satisfied in full upon closing of the transaction. Upon closing, existing Eneti shareholders will own 58% of Eneti and the Sellers will own 42%. In a related transaction, Eneti signed binding agreements with counterparties in Japan to transfer the existing lease finance arrangements of the SBI Tango, SBI Echo, and SBI Hermes, Ultramax bulk carriers built in 2015, 2015, and 2016 respectively, and SBI Rumba and SBI Samba, Kamsarmax bulk carriers built in 2015, to affiliates of Scorpio Holdings Limited (“SHL”) for consideration of $16 million. As part of the transaction, Eneti has received a commitment from ING Bank N.V. for a senior secured non-amortizing revolving credit facility of up to $60 million. The credit facility, which includes sub-limits for performance bonds, has a final maturity of August 2022 and bears interest at LIBOR plus a margin of 2.45% per annum, and is subject to certain conditions precedent and the execution of definitive documentation. As a result of the transaction, Hiroshi Tachigami of Marubeni Corporation, and Peter Niklai of INCJ, Ltd. will join the Eneti Board of Directors. The transaction is approved by Boards of Directors of Eneti, Marubeni Corporation, Mitsui O.S.K. Lines, Ltd. and INCJ, Ltd. The Transaction is subject to customary closing conditions. The transaction is expected to close by mid-August 2021. The transaction is expected to close by the middle of the third quarter of 2021. BofA Securities, Inc. and ING Bank N.V. acted as financial advisors and Slaughter and May, Seward & Kissel LLP and CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisors to Eneti. Pareto Securities Pte. Ltd. acted as financial advisor and George Karafotias and Nick Withers of Shearman & Sterling LLP acted as legal advisor to Seajacks International Limited.