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Njjord puts remaining 6.17% Torm stake on the block as Hafnia closes in

OCM Njord launches a secondary offering for its full 6.17% Torm stake worth ~$260m, handing Hafnia the dominant shareholder role at 19.83% and sharpening NAV-for-NAV merger speculation.

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Marcus Bennett
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Torm’s former top shareholder heads for the exit
Torm’s former top shareholder heads for the exitAI-generated

Key points05

  • Njord is offering all 6,329,874 Class A shares (6.17%) worth roughly $260m at Torm's October 5 close of $41.05
  • Hafnia owns 20,356,061 Torm shares, or about 19.83%, making it the largest shareholder
  • Hafnia spent around $514m across three disclosed transactions to build its position, including a $300m equity raise
  • Torm exercised options for two more MR newbuildings at Zhoushan Changhong, bringing the eight-ship programme to about $368m at ~$46m per vessel
  • Torm currently controls and operates 95 product tankers

OCM Njord, the Brookfield-controlled vehicle that became Torm's dominant shareholder at the end of July, has put its remaining 6.17% stake in the Danish product tanker owner on the block through a secondary public offering valued at roughly $260m.

The vehicle is offering all 6,329,874 Class A shares it still owns, Torm said late Monday. Torm is not issuing any shares and will receive no proceeds. JP Morgan is acting as sole underwriter. The transaction remains subject to market conditions and had not been priced at the time of announcement.

Torm closed at $41.05 on Nasdaq on October 5, valuing the block at about $260m at Monday's closing price, though that does not necessarily indicate the eventual offering value.

Why is Njord retreating now?

The proposed disposal would complete a rapid retreat by what was until recently Torm's controlling shareholder. Njord held 19.86% of Torm after Brookfield became its ultimate controlling shareholder at the end of July. By September 28, the holding had fallen to 6.33m shares, representing 6.17% of Torm.

SEB analysts said the proposed disposal would effectively end the Oaktree-linked holding established through Torm's 2015 restructuring.

"A completed exit leaves Hafnia, with a stake of nearly 20% — assuming they don't acquire more shares from Oaktree — as the dominant shareholder," the bank's shipping analysts said.

Where does Hafnia stand?

The sell-down comes as BW Group-backed Hafnia has moved in the opposite direction. Monday's SEC filing shows Hafnia owning 20,356,061 Torm shares, equivalent to about 19.83% of the company, leaving the Singapore-based tanker giant as Torm's largest shareholder.

Hafnia pushed its position to just below the 20% threshold following a $300m equity raise. Across three disclosed transactions, Hafnia has spent around $514m building its position.

A completed Njord exit would leave Torm with a very different ownership structure from only a few months ago: its former controlling shareholder out, and one of its biggest product tanker rivals sitting just under 20%.

Is a merger next?

SEB said it continues to see a NAV-for-NAV merger between Hafnia and Torm as the most likely outcome, adding another layer to speculation surrounding the rapid reshuffling of Torm's shareholder base.

What is Torm doing with its fleet?

While the ownership picture shifts, Torm continues to invest in tonnage. The company disclosed in the same SEC filing that it exercised options at the end of the third quarter for two more MR product tanker newbuildings at China's Zhoushan Changhong International Shipyard, taking its latest programme there to eight ships.

The additional pair is scheduled for delivery in 2030, with the original six due in 2029. Shipbroking sources linked Torm to six firm 50,000 dwt MRs plus two options at about $46m apiece in August. On those terms, the full eight-ship package is worth around $368m, with the latest options representing roughly $92m of additional commitments.

Torm subsequently confirmed the six firm vessels in its second-quarter results but continued to describe the final pair as options. The latest filing is the first company confirmation that the options have now been exercised.

The company has also continued moving older tonnage out of the fleet. Torm sold the 2008-built MR Torm Laura for around $22.5m, while six MR resale newbuildings are due to join the fleet between 2027 and 2028.

Torm said in the latest filing that it currently controls and operates 95 product tankers.

With Hafnia already holding the largest block and Njord's exit set to redraw the register, SEB's NAV-for-NAV merger thesis remains the most concrete scenario freight and shipping investors are pricing into Torm's stock into the fourth quarter.

Source: Splash247

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Marcus Bennett

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Senior reporter covering marketplaces and e-commerce at Waybill Wire.

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