SCHEDULE: CMB.TECH NV Major Shareholder Refinances Debt

Compagnie Maritime Belge NV, a major shareholder in CMB.TECH NV, secured a $500 million loan facility, pledging its shares, and entered a share lending agreement to facilitate the Golden Ocean merger.

Summary

• Compagnie Maritime Belge NV (CMB) beneficially owns 178,726,458 Ordinary Shares of CMB.TECH NV, representing 92.02% of the outstanding shares.
• Saverco NV, Alexander Saverys, Ludovic Saverys, and Michael Saverys collectively have shared voting and dispositive power over 178,750,858 Ordinary Shares, equating to 92.04% of the outstanding shares.
• The beneficial ownership percentages are calculated based on 194,216,835 Ordinary Shares outstanding as of April 1, 2025, as reported in CMB.TECH NV's Annual Report on Form 20-F for the fiscal year ended December 31, 2024.
• CMB entered into a Syndicated Term Loan Facility Agreement on August 12, 2025, for an aggregate amount of $500,000,000 to refinance its existing bridge facilities agreement dated November 20, 2023.
• The $500 million loan will be repaid in installments: $100 million 12 months from the agreement date, $50 million 18 months from the agreement date, and the remaining balance on the second anniversary of the agreement date.
• CMB's obligations under the Facility Agreement are secured by a pledge of all Ordinary Shares of CMB.TECH NV held by CMB, except those pledged under the Share Lending Agreement.
• CMB also entered into a Share Lending Agreement on August 12, 2025, with DNB Bank ASA, loaning 13,410,448 Ordinary Shares to facilitate the listing and timely trading and settlement of CMB.TECH NV Ordinary Shares to be issued in the merger with Golden Ocean Group Limited.
• The Share Lending Agreement is expected to terminate by August 27, 2025, or shortly after the anticipated merger closing date of August 20, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a stable and controlling ownership structure, successful refinancing of existing debt, and proactive steps to facilitate a significant merger. While the share pledge is a restriction, it's for a clear business purpose, suggesting positive strategic execution by the controlling entity.

Positives

• CMB successfully secured a $500 million syndicated term loan facility, indicating access to significant financing for refinancing existing debt.
• The share lending agreement facilitates the timely trading and settlement of shares related to the merger with Golden Ocean Group Limited, which is a strategic corporate action for CMB.TECH NV.

Negatives

• A substantial portion of CMB.TECH NV's Ordinary Shares held by CMB are pledged as collateral for the $500 million loan, which imposes contractual restrictions on their transfer.

Risks

• The Reporting Persons' power to dispose of Ordinary Shares is subject to contractual restrictions on transfer set forth in the Facility Agreement and Share Pledge Agreement.
• The Facility Agreement contains customary prepayment events, including but not limited to illegality for a lender to fund or maintain participation, or a change of control of CMB or the Issuer.

Future Outlook

The merger between CMB.TECH NV and Golden Ocean Group Limited is expected to close on August 20, 2025. The Share Lending Agreement, facilitating the merger's share settlement, is anticipated to terminate shortly thereafter, no later than August 27, 2025. The $500 million loan facility secured by CMB has a structured repayment schedule extending to August 2027.

Industry Context

This filing highlights a significant financial maneuver by the controlling shareholder of CMB.TECH NV, Compagnie Maritime Belge NV, which is a major player in the maritime industry. The refinancing of existing bridge facilities and the share lending agreement are directly linked to the ongoing merger with Golden Ocean Group Limited, indicating a strategic consolidation within the global shipping sector. Such large-scale mergers and associated financing activities reflect a trend towards strengthening market positions and optimizing capital structures in the competitive maritime transport industry.

Related Party Transactions

• Compagnie Maritime Belge NV (CMB), a reporting person and controlling entity, entered into a $500 million syndicated term loan facility and pledged Ordinary Shares of CMB.TECH NV (the Issuer) as collateral.
• CMB also entered into a share lending agreement with DNB Bank ASA, loaning shares of CMB.TECH NV to facilitate the merger with Golden Ocean Group Limited, a transaction involving the Issuer.

Stakeholder Impact

• Shareholders: The significant beneficial ownership by the Saverys family and related entities (over 92%) indicates strong control, potentially limiting minority shareholder influence. The share pledge could be a concern if the loan defaults, but the merger facilitation is positive for all shareholders.
• Creditors: The new $500 million loan facility and the pledge of CMB.TECH NV shares provide security for the lenders, impacting the credit profile of CMB and indirectly CMB.TECH NV.
• Customers/Suppliers: No direct impact mentioned, but the merger with Golden Ocean Group Limited could lead to changes in market dynamics and service offerings in the long term.

Next Steps

• Expected closing of the merger between CMB.TECH NV and Golden Ocean Group Limited on August 20, 2025.
• Return of 13,410,448 Ordinary Shares by DNB Bank ASA to CMB by August 27, 2025, or one business day following the Share Lending Agreement's termination.
• First installment repayment of $100,000,000 on the $500 million loan facility due 12 months from August 12, 2025.
• Second installment repayment of $50,000,000 on the $500 million loan facility due 18 months from August 12, 2025.
• Final repayment of the remaining amount outstanding on the $500 million loan facility due on the second anniversary of August 12, 2025.

Key Dates

Recommendation

The filing primarily updates beneficial ownership and details a significant refinancing by the controlling entity, CMB, which involves pledging CMB.TECH NV shares. This action, coupled with the share lending agreement to facilitate the Golden Ocean merger, indicates strategic financial management and progress on a key corporate transaction. While the share pledge introduces a restriction, it's for a stated business purpose (refinancing and merger facilitation). The information is largely factual and procedural, not directly impacting the operational performance of CMB.TECH NV in a way that would warrant a strong buy or sell recommendation based solely on this filing. Investors should monitor the merger's completion and the impact of the new debt structure.

Keywords

CMB.TECH NV, Compagnie Maritime Belge, Saverys, Golden Ocean Group, SEC filing, Schedule 13D, beneficial ownership, term loan, share pledge, merger, shipping, maritime, refinancing