MPC Container Ships ASA

Regulatory Filings • Jun 20, 2019

Scrubber Initiative and Waiver Request

Investor Presentation

June 2019

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DISCLAIMER

THIS PRESENTATION (THE "PRESENTATION") HAS BEEN PREPARED BY MPC CONTAINER SHIPS ASA (THE "PARENT") ON BEHALF OF ITS WHOLLY-OWNED SUBSIDIARY MPC CONTAINER SHIPS INVEST B.V. (THE "ISSUER"). THE PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN.

TO THE BEST KNOWLEDGE OF THE PARENT, ITS OFFICERS AND DIRECTORS, THE INFORMATION CONTAINED IN THIS PRESENTATION IS IN ALL MATERIAL RESPECT IN ACCORDANCE WITH THE FACTS AS OF THE DATE HEREOF AND CONTAINS NO MATERIAL OMISSIONS LIKELY TO AFFECT ITS IMPORTANCE. PLEASE NOTE THAT NO REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) IS MADE AS TO, AND NO RELIANCE SHOULD BE PLACED ON, ANY FORWARD-LOOKING STATEMENTS, INCLUDING PROJECTIONS, ESTIMATES, TARGETS AND OPINIONS, CONTAINED HEREIN. TO THE EXTENT PERMITTED BY LAW, THE PARENT, THE ISSUER AND THEIR PARENTS AND SUBSIDIARY UNDERTAKINGS AND ANY SUCH PERSON'S OFFICERS, DIRECTORS, OR EMPLOYEES DISCLAIM ALL LIABILITY WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THIS PRESENTATION.

THIS PRESENTATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS RELATING TO THE BUSINESS, FINANCIAL PERFORMANCE AND RESULTS OF THE ISSUER, THE PARENT AND/OR THE INDUSTRY IN WHICH THEY OPERATE. FORWARD-LOOKING STATEMENTS CONCERN FUTURE CIRCUMSTANCES, NOT HISTORICAL FACTS AND ARE SOMETIMES IDENTIFIED BY THE WORDS "BELIEVES", EXPECTS", "PREDICTS", "INTENDS", "PROJECTS", "PLANS", "ESTIMATES", "AIMS", "FORESEES", "ANTICIPATES", "TARGETS", AND SIMILAR EXPRESSIONS. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESENTATION (INCLUDING ASSUMPTIONS, OPINIONS AND VIEWS OF THE PARENT, THE ISSUER OR OPINIONS CITED FROM THIRD PARTY SOURCES) ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM ANY ANTICIPATED DEVELOPMENT. NONE OF THE PARENT, THE ISSUER AND THEIR PARENTS AND SUBSIDIARY UNDERTAKINGS OR ANY SUCH PERSON'S OFFICERS, DIRECTORS, OR EMPLOYEES PROVIDES ANY ASSURANCE THAT THE ASSUMPTIONS UNDERLYING SUCH FORWARD-LOOKING STATEMENTS ARE FREE FROM ERRORS, NOR DOES ANY OF THEM ACCEPT ANY RESPONSIBILITY FOR THE FUTURE ACCURACY OF THE OPINIONS EXPRESSED IN THIS PRESENTATION OR THE ACTUAL OCCURRENCE OF THE FORECASTED DEVELOPMENTS DESCRIBED HEREIN.

THE PRESENTATION CONTAINS INFORMATION OBTAINED FROM THIRD PARTIES. SUCH INFORMATION HAS BEEN ACCURATELY REPRODUCED AND, AS FAR AS THE ISSUER AND THE PARENT ARE AWARE AND ABLE TO ASCERTAIN FROM THE INFORMATION PUBLISHED BY THAT THIRD PARTY, NO FACTS HAVE BEEN OMITTED THAT WOULD RENDER THE REPRODUCED INFORMATION TO BE INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT.

AN INVESTMENT IN THE ISSUER OR PARENT INVOLVES RISK. SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE PARENT OR THE ISSUER TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE PREDICTED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, BUT NOT LIMITED TO, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE ISSUER'S AND THE PARENT'S BUSINESS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS AND, MORE GENERALLY, ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, THE ACTUAL RESULTS OF THE ISSUER OR THE PARENT MAY VARY MATERIALLY FROM THOSE FORECASTED IN THIS PRESENTATION.

BY ATTENDING OR RECEIVING THIS PRESENTATION RECIPIENTS ACKNOWLEDGE THAT THEY WILL BE SOLELY RESPONSIBLE FOR THEIR OWN ASSESSMENT OF THE ISSUER AND THE PARENT AND THAT THEY WILL CONDUCT THEIR OWN ANALYSIS AND BE SOLELY RESPONSIBLE FOR FORMING THEIR OWN VIEW OF THE POTENTIAL FUTURE PERFORMANCE OF THE ISSUER, THE PARENT AND THEIR BUSINESS.

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IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND MAY ONLY BE DISTRIBUTED TO "QUALIFIED INSTITUTIONAL BUYERS", AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR "QIBS". THE RECIPIENT OF THIS PRESENTATION IS PROHIBITED FROM COPYING, REPRODUCING OR REDISTRIBUTING THE PRESENTATION. THE SHARES OF THE ISSUER OR THE PARENT HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF SHARES IN THE ISSUER OR THE PARENT WILL ONLY BE MADE (I) TO PERSONS LOCATED IN THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS THAT ARE QIBS IN TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 144A UNDER THE U.S. SECURITIES ACT AND (II) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" IN ACCORDANCE WITH REGULATIONS S OF THE U.S. SECURITIES ACT. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR ANY OTHER U.S. AUTHORITY, HAS APPROVED THIS PRESENTATION.

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THE CONTENTS OF THIS PRESENTATION SHALL NOT BE CONSTRUED AS LEGAL, BUSINESS, OR TAX ADVICE. RECIPIENTS MUST CONDUCT THEIR OWN INDEPENDENT ANALYSIS AND APPRAISAL OF THE ISSUER AND OF THE DATA CONTAINED OR REFERRED TO HEREIN AND IN OTHER DISCLOSED INFORMATION, AND RISKS RELATED TO AN INVESTMENT, AND THEY MUST RELY SOLELY ON THEIR OWN JUDGEMENT AND THAT OF THEIR QUALIFIED ADVISORS IN EVALUATING THE ISSUER, THE PARENT AND THEIR BUSINESS STRATEGIES.

THIS PRESENTATION REFLECTS THE CONDITIONS AND VIEWS AS OF THE DATE SET OUT ON THE FRONT PAGE OF THE PRESENTATION. THE INFORMATION CONTAINED HEREIN IS SUBJECT TO CHANGE, COMPLETION, OR AMENDMENT WITHOUT NOTICE. IN FURNISHING THIS PRESENTATION, THE ISSUER AND THE PARENT UNDERTAKE NO OBLIGATION TO PROVIDE THE RECIPIENTS WITH ACCESS TO ANY ADDITIONAL INFORMATION.

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SUMMARY OF REQUEST

APPENDIX

EXECUTIVE SUMMARY

PROCEEDS FROM CONSTRUCTIVE TOTAL LOSS AND SALE OF USD 8.3M

• In September 2018, the vessel AS Fortuna suffered a grounding and was later declared a constructive total loss ("CTL")
• Net insurance and sales proceeds related to the vessel has been transferred to the Disposal Account in accordance with the Bond Terms

IMO 2020 REGULATIONS

• Starting date: 1 January 2020
• New global limit of 0.5% sulphur content of ships' fuel oil
• Compliance options include using compliant low sulphur fuel oil ("LSFO"), using high sulphur fuel oil ("HSFO") if scrubbers are installed or using alternative fuels such as LNG, LPG or Methanol

MPC CONTAINER SHIPS ASA ("MPCC") APPROACH

• Majority of the global containership fleet will switch to burning compliant fuel while about 7% are expected to have scrubbers installed by end of 2019
• MPCC's approach to IMO 2020 has been based on the following criteria on a case-by-case basis:
  • Trade & consumption (high share of sea days, high service speed, high reefer loads, high design consumption);
  • Charter (charterers' general interest and/or possibility to fix longer charters, add premiums and establish strategic partnerships); and
  • Upcoming special surveys (achieve synergies from dry dockings)
• 10 firm scrubber installations in 2019 6 long-term charters already fixed
• Contemplating to acquire and install 5 scrubbers on vessels owned by MPC Container Ships B.V. (Bond Issuer) at a cost of approx. USD 17m
• Based on vessel nomination rights for sister vessels, MPCC is able to nominate "bond vessels" for already fixed charter employments

WAIVER & ADDITIONAL EQUITY CONTRIBUTION BY MPCC AS THE PARENT

MPC Container Ships Invest B.V. (Bond Issuer) is seeking approval from bondholders to use the proceeds from the CTL event and sale of AS Fortuna of USD 8.3m in total to invest in 5 scrubbers which is supported by equity injection of approx. USD 8.7m

COMPARISON EXISTING OPTIONS VS. WAIVER

EVENT: CONSTRUCTIVE TOTAL LOSS AND SALE OF AS FORTUNA

• Grounding in September 2018 at Guayaquil, Ecuador
• CTL declared on 5 April 2019 after detailed inspection at the yard
• Net insurance proceeds of USD 6.5m were transferred to the Disposal Account
• Damaged vessel is sold with further net proceeds of USD 1.8m
• In total USD 8.3m ("CTL Proceeds") will be deposited to the Disposal Account

1) Final amount would have to be calculated based on the latest fleet evaluation when decision to redeem has be taken.

MPCC SCRUBBER PROGRAMME AND IMPACT ON THE BOND SILO

GLOBAL SULPHUR CAP 2020

IMO 2020 regulations

• Starting date: 1 January 2020
• New global limit of 0.5% sulphur content of ships' fuel oil
• Compliance options include using compliant LSFO, using HSFO if scrubbers are installed or using alternative fuels such as LNG, LPG or Methanol

1 2

RELEVANT COMPLIANCE OPTIONS

LSFO

• LSFO projected to be more expensive than HSFO
• In container shipping charterers are paying for fuel
• Owners have to clean tanks avoiding HSFO mixed with compliant fuel

HSFO with scrubbers

• HSFO projected to trade at significant discount to LSFO (current spread at abt. 200 USD/mt)
• Owners to participate through premium charter or savings share mechanism

MPCC APPROACH

MPCC approach

• Based on in-depth case-by-case asset analysis, envisaged 10 scrubber installations in 2019
• Project execution with top tier suppliers (manufacturer, engineering, shipyards, etc.)
• 6 out of 10 charters already fixed with savings share mechanism
• All other vessels (58) preparing for running on compliant fuel

Implication for bond silo

• Envisaged scrubber installations on 5 "bond vessels"
• Investment of approx. USD 17m
• Funded by approx. USD 8.3m CTL proceeds and USD 8.7m equity
• Scrubber retrofits will lead to increased attractiveness of vessels within the bond fleet

PROPOSED WAIVER AND KEY CONSIDERATIONS

PROPOSAL

• 1. Bondholders to grant a one-time waiver of Clause 13.1 (g) (Disposals), to permit the sales and insurance proceeds from the "AS FORTUNA" incident (the "AS Fortuna Proceeds") to be applied towards financing of costs and expenses in connection with the acquisition and installation of scrubbers on the vessels ("Permitted Purpose").
• 1. AS Fortuna Proceeds shall be deposited on the Disposal Account in accordance with Clause 13.1 (g) of the Bond Terms.
• 1. Issuer to provide written request to the Bond Trustee for release of AS Fortuna Proceeds from the Disposal Account. Bond Trustee to release such funds provided it shall have received certain documentation as outlined in the bondholders' meeting summons.
• 1. Issuer to ensure that installations of scrubbers are completed no later than 31 January 2020 (the "Cut-Off Date"), and notify the Bond Trustee accordingly without delay. Any monies standing to the credit of the Disposal Account as per the Cut-Off Date shall remain pledged and blocked in favour of the Security Agent as security for the Issuer's obligations under the Finance Documents, subject to any release pursuant to Clause 13.1 (g), final paragraph.

KEY CONSIDERATIONS & BENEFITS

INJECT ADDITIONAL EQUITY

• MPCC cash equity contribution of approx. USD 8.7m, ~ 50% of total investment

PROVIDE DOWNSIDE PROTECTION

• Increased attractiveness among charterers due to lower voyage expenses improves likelihood of longer term charters awards up to 3 years
• As of today, we assume a higher charter coverage in the vicinity of USD 32m for the period 2020-2022 out of scrubber-linked charters
• Idle periods can be reduced in challenging markets

CREATE UPSIDE POTENTIAL

• Through saving share agreement mechanisms in charter parties the bottom line is expected to improve by USD 1-4m per vessel p.a.1)

SUMMARY OF REQUEST

APPENDIX

SCRUBBER PROFITABILITY AND IMPACT ON ISSUER

EXAMPLE CALCULATION (2,500 TEU/HIGH REEFER)

300
4,4
2.7 – 4.0

IMPACT OF SCRUBBER INVESTMENTS ON ISSUER

• Contemplated scrubber installations on 5 vessels
• Total investment of approx. USD 17m
• Execution in second half of 2019
• Scrubbers enable MPCC to fix long-term charter agreements leading to:
  • Increasing charter coverage and visibility of cash flows
  • Premium charters on longer duration1)
• Additional "scrubber proceeds" USD 1-4m per vessel p.a. (based on example calculation)

Scrubber investments and subsequent higher and more stable cash flows will improve security for bondholders

1) Example acc. ConTex: for a 2,500 TEU vessel: time-charter equivalent difference of approx. USD 1,000 between a 24-month and 36-month charter

SUPPLY AND DEMAND

SUPPLY AND DEMAND BALANCE IN CONTAINER SHIPPING

Source: Clarksons Research (May 2019)

CONTAINER NET FLEET GROWTH IN 2019/20 (PER SIZE) CONTAINER TRADE GROWTH IN 2019/20 (PER TRADE)

IDLE FLEET

SECONDHAND VALUES AND TC RATES

SECONDHAND VALUES

Sources: Clarksons Research (May 2019)

TC RATES SINCE 2020 (USD PER DAY)

SCRAPPING ACTIVITIES Appendix

DEMOLITION PER QUARTER FEEDER FLEET: GROWTH PROJECTIONS

Clarksons
2019
2.7%
0.3%

FEEDER FLEET: SCRAPPING VS. DELIVERIES

	Scrapping 2019 (in TEU)	Deliveries 2019 (in TEU)
Clarksons	123,100	133,100

FAVORABLE SUPPLY/DEMAND DYNAMICS FOR SMALLER SEGMENTS

• Main pressure in the order book in segments above 10,000 TEU; modest order book in 1,000-3,000 TEU segment
• 1,000-3,000 TEU segment with high share of vessels approaching scrapping age
• Deliveries and idle fleet to be overcompensated by scrapping over the next years
• Currently new ordering not reasonable due to price difference between 2 nd hand and newbuilding vessels & low T/C rates
• Charter market recovery to be expected in segments best protected by cascading, e.g. regional feeder trades
• In Q1 2019, negative net fleet growth below 3,000 TEU already leading to a undersupply situation: 31,700 TEU scrapped vs. 26,100 TEU delivered

Sources: Alphaliner, Clarksons, Company

ORDER BOOK TO FLEET RATIO (TEU) AGE PROFILE

IMO 2020

IMO 2020 FUEL PRICE SPREAD UPDATE

Source: Reputable market participant

• Physical trading of 0.5% fuel picked up a bit. Volumes are partly stored for later usage.
• There has been some turnover in the future contracts for 2020 and also for 2021. However, volumes are still very small.
• In the meantime, banks have started quoting derivatives on compliant fuel.
• Prices shown left are indications provided by a market participant.
  • The spread between HSFO and compliant fuel averages at 203 USD/mt for 2020 and at 173 USD/mt for 2021.
  • 0.5% fuel is expected to trade well below 0.1% Gasoil: 70 USD/mt in 2020 and 88 USD/mt in 2021.

SCRUBBER ADAPTION IN THE FEEDER SEGMENT

Source: Clarksons Research (May 2019)

Size Range	Already Fitted	Retrofit Pending	% Fleet with Scrubbers	OB with Scrubbers	% OB with Scrubbers
15,000+	5	14	13%	41	62%
12-14,999	5	79	35%	13	38%
8-11,999	18	97	18%	20	69%
3-7,999	8	75	6%	0	0%
2-2,999	26	20	7%	25	20%
1-1,999	15	12	2%	54	38%
100-999	3	7	1%	0	0%
Total Fleet	80	304	7%	153	35%

EMPLOYMENT OVERVIEW

No.	Vessel	TEU Cluster	Trade	Rate (\$pd)	Q2 2019	Q3 2019	Q4 2019	Q1 2020	Q2 2020	Q3 2020	Pool
1	AS LAURETTA	1,000 gls	Intra-Asia		7,500						Min. period
2	AS LAETITIA	1,000 grd	Other		6,050						Max. period
3	AS LAGUNA	1,000 grd	Caribbean		7,000
4	AS FRIDA	1,200 gls	Intra-Asia		6,900
5	AS FLORA	1,200 gls	Intra-Asia		6,900
6	AS FIONA	1,200 gls	Intra-Asia		6,800
7	AS FATIMA	1,300 gls	Intra-Europe		6,617
8	AS FLORIANA	1,300 gls	Intra-Europe		6,617
9	AS FABIANA	1,300 grd	Caribbean		8,056
10	AS FABRIZIA	1,300 grd	Caribbean		8,056
11	AS FAUSTINA	1,300 grd	Caribbean		8,056
12	AS FEDERICA	1,300 grd	Caribbean		8,056
13	AS FELICIA	1,300 grd	Caribbean		8,056
14	AS FILIPPA	1,300 grd	Caribbean		8,056
15	AS FIORELLA	1,300 grd	Caribbean		8,056
16	AS FLORETTA	1,300 grd	Caribbean		8,056
17	AS RAGNA	1,500 gls	Intra-Asia		5,678
18	AS RICCARDA	1,500 gls	Intra-Asia		5,678
19	AS ROMINA	1,500 gls	Intra-Asia		5,678
20	AS ROSALIA	1,500 gls	Intra-Europe		5,678
21	AS SOPHIA	1,700 grd	M.East / S.Asia		8,200
22	AS SEVILLIA	1,700 grd	Caribbean		9,200
23	AS SICILIA	1,700 grd	Intra-Asia		6,700
24	AS SAVANNA	1,700 grd	Intra-Asia		8,000
25	AS SERENA	1,700 grd	Intra-Asia		8,200
26	AS SARA	1,700 grd	Caribbean	14,430
27	AS ANGELINA	2,200 grd	Caribbean		7,600
28	AS PALATIA	2,500 grd	West Africa-related	10,000
29	AS PATRIA	2,500 grd	Caribbean	10,000
30	AS PETRONIA	2,500 HR grd	North Atlantic	10,000
31	AS PAULINA	2,500 HR grd	North Atlantic	10,750
32	AS CLARA	2,800 gls	Intra-Europe		9,200
33	AS CLARITA	2,800 gls	Intra-Asia		8,000
34	AS CONSTANTINA	2,800 gls	Intra-Asia		8,500
35	AS CLEMENTINA	2,800 gls	Intra-Asia		8,000
36	AS COLUMBIA	2,800 gls	Intra-Asia		8,500
37	AS CYPRIA	2,800 gls	M.East / S.Asia		8,500
38	AS CARELIA	2,800 gls	West Africa-related		9,100
39	AS CALIFORNIA	2,800 gls	Intra-Europe	10,500

Pool vessels shown with Net Pool Rate from May 2019 and shown as fully employed because potential idle periods are covered by pool agreement

MPC Container Ships Invest B.V.

Q1 2019 Financial Report: http://www.mpc-container.com/-/media/Files/MPC/MPCContainerShips/190527-MPCC-Invest---Q1-2019-Report.pdf