Note 1 - Beerenberg

Note 27
Related parties
(Amounts in NOK 1,000)
In 2012 the Group conducted transactions with related parties
as follows:
Beerenberg Corp. AS has given a loan to its parent
company Beerenberg Holding AS of 102,349. This has
given Beerenberg Corp. AS interest income of 6,072 and
Beerenberg Holding AS a corresponding expense. The loans
are granted on terms according to arm’s length principle.
Current interest rates are 12 months NIBOR + 2%
Beerenberg Corp. AS and Beerenberg Holding AS have given
loans to employees, cf. Note 19.
Please see Notes 19 and 21 for details of loans, severance pay
and other related matters.
Note 28 Group entities as at 31.12.2012
(Amounts in NOK 1,000)
Ownership
interest
Acquisition
cost
Capitalised
value
Beerenberg Inc. 100 % 613 613
D&F Group AS 100 % 100 100
613 713
Beerenberg Inc.’s registered office is in Houston, USA. D&F
Group’s registered office is in Kokstad in Bergen, Norway.
The voting share in the subsidiary companies is identical to
the ownership share.
** Capitalised value applies to the separate financial statements of
Beerenberg Corp. AS
Note 29
Events after the reporting date
The owners of the parent company Beerenberg Holding AS
signed 28.12.2012 a share sale agreement with Segulah IV
LP to sell 100% of the shares in Beerenberg Holding AS. The
agreement was subject to approval by the competition authorities.
This approval was granted 30/01/2013, so that the
agreement of sale became final as of 21/02/2013.
In connection with the change of ownership, new loans and
credit facilities are in place where existing banking connection,
Danske Bank, has the majority of the engagement, but
where DnB has entered as cooperation bank. Total new borrowing
facilities is 950,000.
The refinancing has been done partly in Beerenberg Holding
AS and partly in a newly created Holding company above
Beerenberg Holding AS, and will have little impact on balance
sheet or interest costs in Beerenberg Holding. AS Group.
The loan agreement includes the following covenants;
“Interest Cover” – EBITDA compared to net financing costs.
“Leverage” – Net debt in relation to EBITDA.
“Cash Flow Cover” – Cash flow relative to debt servicing.
Limits on maximum investment per calendar year.
The agreed interest rate is NIBOR plus a margin ranging
between 3.50% and 4.75% annually.
A minimum of 50% of the loan will be hedged at least for 3
years.
The loan will have a repayment plan with the following payment
structure;
Repayment 2013 17,300
Repayment 2014 34,600
Repayment 2015 57,700
Repayment 2016 69,300
Repayment 2017 82,800
The loans are expected to be repaid by 2021.
Beerenberg CORP. AS Group group accounts 2012
67