We are advising Cadeler on the transaction

Davis Polk is advising Cadeler A/S on its proposed business combination with Eneti Inc. to create a leading offshore wind turbine and foundation installation company. The transaction will be implemented by way of a stock-for-stock exchange offer to be made by Cadeler to all shareholders of Eneti, pursuant to which such shareholders will be offered 3.409 new shares in Cadeler for each existing share in Eneti. As of the signing of the business combination agreement, the proposed combination values Eneti’s fully diluted share capital at approximately $597 million.

Upon the closing of the transaction, the current shareholders of Cadeler and Eneti are expected to own approximately 60% and 40% of the combined company, respectively. The combined company will retain the Cadeler name and will be listed on both the NYSE and the Oslo Stock Exchange. The transaction is subject to Cadeler shareholder approval, a minimum acceptance of the exchange offer by holders of Eneti shares, the receipt of merger clearance and other regulatory approvals, approval for the listing of the combined company’s shares on the NYSE and the Oslo Stock Exchange and other customary conditions. The transaction is currently expected to close in the fourth quarter of 2023.

Cadeler, listed on the Oslo Stock Exchange, is a key supplier to the offshore wind industry of installation services and operation and maintenance works, providing marine and engineering operations with a strong focus on safety and the environment. Cadeler enables and facilitates the global energy transition towards a future built on renewable energy. Eneti, listed on the NYSE, likewise provides installation and maintenance vessels to the offshore wind sector and has invested in the next generation of wind turbine installation vessels.

The Davis Polk corporate team includes partner Connie I. Milonakis, counsel Alexander W. Simmonds and associates Christopher Diel and Despoina Arslanidi. Partner Travis Triano and associate Sheryl B. Bohan are providing executive compensation advice. Counsel Matthew Yeowart is providing antitrust and competition advice. Counsel Alon Gurfinkel and associate Kelli A. Rivers are providing U.S. tax advice. Members of the Davis Polk team are based in the London and New York offices.

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