Awilco Drilling Presentation

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CONTRARIAN INDUSTRIES LLC P R E S E N T A T I O N R E G A R D I N G : A Shrewd Acquisition Target with a 20% Dividend Yield Selling at an estimated 3.5X EV/EBITDA February 19, 2014

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Transcript of Awilco Drilling Presentation

Page 1: Awilco Drilling Presentation

CONTRARIAN INDUSTRIES LLC P R E S E N T A T I O N R E G A R D I N G :

A Shrewd Acquisition Target with a 20% Dividend Yield

Selling at an estimated 3.5X EV/EBITDA

February 19, 2014

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DISCLAIMER

Contrarian Industries LLC is not a registered investment advisor. Contarian Industries LLC only invests and trades proprietary capital. The analyses and conclusions contained in this presentation are based on publicly available information. The analyses and conclusions presented herein represent the views of Contrarian Industries LLC and are not those of Awilco Drilling. Contrarian Industries LLC recognizes that there may be confidential information in the possession of the companies discussed in the presentation that could lead these companies and others to disagree with Contrarian Industries’ conclusions. This presentation and the information contained herein is not a recommendation or solicitation to buy, or hold, or sell any securities. The analyses and opinions provided may include certain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and other statements, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of the companies, access to capital markets and the values of assets and liabilities, among other topics. These statements, estimates, and projections involve known and unknown risks and uncertainties that may cause the companies’ results to be materially different from planned or expected results, including inflation, recession, unemployment levels, consumer spending patterns, credit availability and debt levels, changes in contract drilling rates in the present and in the future, the cost of goods, trade restrictions, the impact of changes designed to transform the business of the companies, changes in tariff, freight and shipping rates, changes in the cost of fuel and other energy and transportation costs, increases in wage and benefit costs, competition and consolidations, interest rate fluctuations, dollar and other currency valuations, the impact of weather conditions, risks associated with war, an act of terrorism or pandemic, a system failure and/or catastrophic human-caused or natural event and legal or regulatory proceedings and the price of oil, natural gas, other commodities, and equipment. Such statements, estimates, and projections have been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein. Contrarian Industries LLC Managing Partner Harry Long serves as a Senior Advisor to the private equity firm Fort Ashford Holdings. Fort Ashford Holdings and its affiliates and family members of Fort Ashford Holdings management may have material investments in the common stock of Awilco Drilling. Fort Ashford Holdings is in the business of trading (buying and selling) securities and financial instruments and is in the business of investing in companies, securities, and financial instruments. It is possible that there will be developments in the future that cause Fort Ashford Holdings to change its position regarding Awilco Drilling. Fort Ashford Holdings may buy, sell, cover or otherwise change the form of its investment in Awilco Drilling for any reason whatsoever and hereby disclaims any duty to provide any updates or changes to the analyses contained here including, without limitation, the manner or type of any Fort Ashford Holdings investment or trading position. Fort Ashford Holdings is not a registered investment advisor and only invests and trades proprietary capital. This presentation does not constitute investment or trading advice. Contrarian Industries LLC shall not be responsible for any loss or profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages. In no event will Contrarian Industries LLC be liable to the reader or any other entity, including but not limited to gross negligence and suitability.

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Table of Contents

1 Executive Summary

2 Economics

3 AWILCO Drilling History

4 Asset and Industry Description

5 Potential Acquirers

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1 Executive Summary

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Overview

> Awilco Drilling owns two enhanced pacesetter semisubmersible drilling rigs used to drill for oil and gas in the UK portion of the North Sea. Recently, the company has made a name for itself in environmental compliance/the capping of wells.

• It is traded on the Oslo exchange and OTC in the US, and the controlling shareholder is The Awilhelmsen Group with 48.7% of the stock (http://en.wikipedia.org/wiki/Wilh._Wilhelmsen).

• The two rigs are WilPhoenix and WilHunter. They were acquired by the controlling shareholder due to a forced sell off as part of the Transocean/GlobalSanteFe merger in 2007, and they are fully contracted out until 2017.

• AWDR currently has a 20% dividend yield at a share price of $19.98 on the US OTC market, the highest dividend yield in the world for any publicly traded contract drilling company. This dividend represents a highly valuable source of idiosyncratic yield for both financial and strategic acquirers. The dividend is less correlated to the interest rate cycle than bond market yield sources—its source is literally cash fees paid for drilling services.

• High Current Yield

• Sustainable Cash

Flow Model

• Cash Flow backlog

via drilling

contracts

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Overview

The Awilhelmsen Group has successfully exited numerous business interests via a sale to a large strategic player and we believe might do he same with AWILCO Drilling for the right price.

> September 2008 - Sale of shareholding in Awilco Offshore ASA to China Oilfield Services Ltd.

• Awilco establishes the oil service company Awilco Offshore ASA (AWO) which was involved in drilling and accommodation services. AWO was listed on the Oslo Stock Exchange in May 2005.

> November 2008 - Sale of shareholding in Ocean HeavyLift ASA to The Blystad Group

• Awilco purchases two Aframax tankers, Willift Eagle and Willift Falcon and converts them into heavy transport vessels owned by a wholly-owned subsidiary, Awilco Heavy Transport ASA (later listed on the Oslo Stock exchange and renamed Ocean HeavyLift ASA - OHL).

> Awilhelmsen Group has a long and successful history in both commercial shipping, cruise lines and off shore energy related efforts

• Other sizable investments include

– Royal Caribbean Cruise Line

– Expert AS

– International Shipping Fleet with 50% or greater ownership in over 45 ships

– LNG related assets

• Investing with

ownership group

with strong history

of executing similar

exits to large

industry players

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2 Economics

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Awilco Drilling’s Massive and Growing Dividend Yield Has Been Overlooked

Source: Third Quarter 2013 earnings report

> Awilco Drilling commenced paying a quarterly dividend of $1.00 per share in 2013, and quickly raised the quarterly dividend to $1.10 per share last quarter.

> Given contractual increases in rig rates through 2014 and 2015, our low estimate for dividends is the current $4.40 per share annual rate, and our high estimate for dividends in 2015 is $1.25 quarterly, or $5.00 annually, if the company stays public without being bought by an acquirer.

> We believe that one main reason for Awilco Drilling’s massive undervaluation is that its dividend yield has not yet appeared accurately in certain financial databases and screening programs.

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With its Rigs fully leased, AWILCO Drilling enjoys great returns

Source: Bloomberg

Revenue Net Income (M/USD) Profit Margin (%)

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> Small amount of debt on balance sheet that is decreasing as a result of healthy cash flow

> We believe free cash flow will exceed $132 million in 2014 if true free cash flow > dividends.

> Free cash flow could grow significantly, because of contractual increases in daily rig rates.

• Free cash flow is already hitting an annual rate of $132 million as of last quarter.

• In 2013, for both rigs, total daily rig rate revenue was $675,000 per day for most of the year, rising to $711,000 per day in December of 2013 year.

• In 20014, the combined daily rig rates are scheduled to range from $675,000 to $827,500,

• In 2015, the combined daily rig rates should average $772,500 per day.

• The company has a backlog of $800 million

• Drilling contracts are difficult to break

> Operating leverage is substantial, given that a higher rig rate does not necessitate higher expenses

> Relevant competitors trade at EV/EBITDA multiples ranging from 5.84X to 11.68X, while the company’s estimated EV/EBITDA is at 3.5X. Here are the components of that estimate:

> Enterprise Value = $643 million

> EBITDA in the latest quarter reported is $46.3 million even before a contractual rise in rig rates

> Annualizing the $46.3 million in last quarter’s EBITDA gives us $185 million in annual EBITDA

> Enterprise Value of $643 million / $185 million in annualized EBITDA = 3.5X

• Even discounting Awilco to a 7X multiple of conservatively estimated 2014 EBITDA for size/liquidity reasons values the company at well over $30 per share.

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AWDR – Strong Fundamentals

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3 AWILCO Drilling History

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> AWILCO enjoys unique positioning in today’s yield starved environment

• Strong tangible assets

• Constrained supply of comparable rigs in the North Sea

• Excellent pricing environment

• Fully leased through 2015-2017 with no difficulty anticipated for further leasing

• Durable life through 2031 (18 years) absent major refurbishment

• Awilhelmsen Group enjoys long history of delivering strong returns

AWILCO Drilling – A Strong Cash Flow Generator

• Long Life Asset

• World Class

Operators and

Industry

Participants

• Sustainable Cash

Flow Model

Leverage Respected Positioning within

Industry

North Sea Territory has limited asset competition

High Dividend Distribution

Lasting Customer Relationships

Long Term

Asset Life

AWILCO is well positioned to sell to a larger strategic or financial acquirer

Strong Free Cash Flow Generator

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> In 2008, Transocean announced acquisition of GlobalSantaFe for $17B

• Combination of the world’s two largest offshore oil and gas drillers

• The combined co nearly tripled the size of its largest peer by sales

• It involved a pro forma 146 rig count

> Office of Fair Trading for the United Kingdom reviews transaction

• requires divestiture of the two subject rigs

> Awilhelmsen Group acquires the assets and has the structure below

AWILCO Drilling History

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AWILCO Drilling Brief

Wireless Communications

> Awilco Drilling Limited was incorporated in December 2009 in connection with the acquisition of WilPhoenix (previously Arctic II) and WilHunter (previously Arctic IV).

> The Company is registered in England & Wales, with its operation based in Aberdeen, Scotland.

> The Company re-registered to become public company on 14 April 2011, under the name Awilco Drilling plc.

> Awilco Drilling plc is listed on the Oslo Stock Exchange (Oslo Axess) under ticker code AWDR.

> The Awilhelmsen Group is the largest shareholder controlling 48.7% of the shares. Awilco Drilling PLC has management agreements in place with Awilco AS (and related companies) for ad-hoc support services

> Northern Offshore originally attempted to buy Arctic II and Arctic IV for a total of $750 million, but the sale fell through due to the 2008 financial crisis.

> Awilco Drilling bought the same two rigs for just under $200 million total and then spent just under $100 million total refurbishing the rigs to make them highly competitive and sought after.

Awilco Drilling’s Current, Highly Efficient Tax Structure

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Impressive Top Tier Customer Base

Wilphoenix Wilhunter

• Built in 1982 • Upgraded in 2011 • Depth of up to 1,200 ft • Drill depth 25,000 ft • Contracted to Premier Oil through 5/2014

• Built in 1983 • Upgraded in 1999 • Upgraded in 2011 • Depth of up to 1,500 ft • Drill depth 25,000 ft • Contracted to Hess through 11/2015

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4 Asset and Industry Description

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Wilphoenix

Rig WilPhoenix (FKA GSF Arctic II)

Owner AWILCO – formerly Globalsantafe Overseas Limited

Type SEMISUBMERSIBLE

Design Friede & Goldman L-907 Enhanced Pacesetter

Flag Vanuatu

Built/Yard 1982/Gotaverken Arendal – upgraded 2011

Water depth/Dr. Depth 1250ft/25000ft

Accommodation 92

Variable Loads 2,275 mt

Draw Works Ideco Dresser E-3000, 3,000 hp

Mud Pumps 2 Ideco T-1600 1600 hp 1 National Oilwell 12-P-160., 1600 hp

Power 4 Nohab F 312 v ea. 2650 hp

Cranes 2 Liebherr cranes, 120 ft. booms

Derrick Dreco 195 ft. x 40 ft.

BOP 2 dbl Shaffer SLX 15,000 psi, 1 annular preventor Shaffer 10,000 psi and 1 annular preventor Shaffer 5,000 psi

Mooring System 4 double winches Norwinch / 2A-76-2 Elhydraulic and 8 Stevris MK 6, 12 mt

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Wilhunter

Rig WilPhoenix (FKA GSF Arctic IV)

Owner AWILCO – formerly Globalsantafe International Drilling Inc.

Type SEMISUBMERSIBLE

Design Friede & Goldman L-907 Enhanced Pacesetter

Flag Vanuatu

Built/Yard 1983/Daewoo – Korea, upgraded 1999 – and 2011

Water depth/Dr. Depth 1250ft/25000ft

Accommodation 97

Variable Loads 4017 t

Draw Works National-Oilwell 1625 DE

Mud Pumps 2 National-Oilwell 12-P-160 1600 hp 1 Continental Emsco FB1600, 1,600 hp

Power 4 Ruston 12 cyl diesel ea. 3,320 hp

Cranes 2 National OS345 cranes 140ft boom

Derrick DSI 175 ft. x 40 ft.

BOP 2 Cameron 10,000 psi annular preventers and 2 Cameron 15,000 psi double ram preventers

Mooring System 4 Skagit WMD-48 and 8 anchor chains

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Initial Public Offering Discussion Materials / January 14, 2005 19

Relevant Industry Data

Source: HIS-Petrodata

> The rigs currently and historically have served the North Sea market

> This market is subject to constraints and the AWILCO rigs are now fully leased with future leasing prospects

> Awilco is highly profitable at current dayrates, but tight rig supply and persistently high oil prices may bring even higher rates in years to come.

UK Market is Close to Sold Out until 2015

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UK Fleet Old and AWDR’s rigs the Most Recently Upgraded

> UKCS floater fleet is very old, primarily consisting of 2nd/3rd gen rigs built in the 1970s and 1980s

> AWDR’s assets should be well positioned for work post the current cycle – as the rigs should be among the units with the longest remaining lifetime in this market – given the significant upgrades made in 2010/11

> WilHunter should be positioned for further backlog at relatively decent rates

> It is possible that dayrates could come somewhat down post 2016 to more normalized dayrates which should still deliver solid cash flow

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Asset and Industry Description

North Sea Drilling Day Rates expected to Remain High

> UK MW rates have been very strong over the last 12-18 months and AWDR pretty much hit the peak of the cycle contracting both rigs long-term with dayrates around USD 400k

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Tangible Asset Market Value In Privately Negotiated Transactions

> During the 2008 financial crisis, Northern Offshore attempted to purchase Artic II and Artic IV for a total of $750 million

> Therefore, we believe that pre-refurbishment, that $750 million is a conservative value for both rigs combined in a normal economic environment

> After purchasing Artic II and Arctic IV, Awilco Drilling spent $100 million on refurbishing both rigs to a standard which makes them highly sought after

> Therefore, conservatively, we believe that the two rigs which represent the tangible assets of the company have a private market value of at least $800 million

> This is strongly supported by the separate conversion expenses being borne by other participants to convert Rigs to North Sea use

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The Long Term Trend is that Dayrates, Duration and Leadtime have been Increasing in the UK Market

Source: Fearnley Fonds and HIS Petrodata

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5 Potential Acquirers

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> Diamond Offshore and Noble Corporation could both be natural strategic acquirers due to their asset profile, valuation, market shares, and current drilling operations in the North Sea, which we believe would make both an all-cash and all-share purchase of Awilco Drilling extremely accretive for both companies. We believe an acquisition of the company by Noble Corporation might be especially shrewd, as it would triple Noble Corporation’s rig count in the North Sea with two rigs which are both newer than their Ton van Langeveld rig delivered in 1979.

> Potential financial acquirers would include all of the major private equity firms, major endowments, foundations, and pension funds looking for uncorrelated sources of yield which are not tied to the interest rate cycle.

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Potential Strategic and Financial Acquirers

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AWDR is Severely Underpriced Relative to Peers

Awilco Drilling’s EV/EBITDA = 3.5X (estimated) Diamond Offshore’s EV/EBITDA = 5.84X Noble Corp’s EV/EBITDA = 6.74X Either of these larger competitors could potentially acquire Awilco Drilling using their own shares, and such a purchase could be immediately accretive to earnings. Using an acquirer’s stock to purchase a target selling at a discount is often the surest way to grow earnings and cash flow on a per share basis in the energy industry. The same two-rig count which causes Awilco Drilling to sell at a discount to its larger peers represents an excellent diversification opportunity for an acquirer which is desirous of high margin business in the North Sea with excellent daily rig rates, current free cash flow, and long term contracts backed by operational, managerial, and financial excellence. Cash flow now, backed by an $800 million backlog, is far safer for a potential acquirer than gambling on ordering a new rig from the shipyard that will not be ready for years to come. In the meantime, Awilco Drilling is generating strong free cash flow.