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Thursday, October 27, 2016

Seabulk Completes Stock Issuance and Refinancing

September 20, 2002

Seabulk International, Inc. announced the completion of the issuance of 12.5 million shares of common stock at $8.00 per share to a group of investors led by entities associated with DLJ Merchant Banking Partners III, L.P., an affiliate of CSFB Private Equity, and Carlyle/Riverstone Global Energy and Power Fund I, L.P, an affiliate of The Carlyle Group of Washington, D.C. The stock issuance was previously approved by the company's shareholders at a Special Meeting held on September 5. The new investors also purchased approximately 5.1 million shares of outstanding Company common stock (including shares issuable upon the exercise of warrants) beneficially owned by accounts managed by Loomis, Sayles & Co., L.P. As a result of the two transactions, the investors will own approximately 72% of the fully diluted shares of common stock of the Company. Pursuant to the agreement with the investors, the Company's Board of Directors has been restructured to permit the investors to designate a majority (six of ten seats) of the Board. The company also announced it had entered into a new $180 million credit facility with Fortis Capital Corp. and NIB Capital Bank N.V. The new facility, which matures in five years, consists of an $80 million term loan and a $100 million revolving credit facility. The new debt will have floating interest rates and cost significantly less than the Company's previous financing arrangements. Proceeds from the stock issuance and new credit facility, totaling $280 million, less applicable fees and expenses, are being used primarily to pay off the Company's previous bank debt of approximately $151 million and to redeem all of its 12 1/2% Senior Secured Notes due 2007 for approximately $100.3 million plus accrued interest. The company's reconstituted Board of Directors will have six new members and four continuing members. The new members are Ari Benacerraf, a Managing Director of Credit Suisse First Boston; David Durkin, a Vice President of Credit Suisse First Boston; Kenneth V. Huseman, President and Chief Executive Officer of BASiC Energy Services (BAS); Pierre F. Lapeyre, Jr. and David M. Leuschen, co-Founders and Managing Directors of Riverstone Holdings LLC; and Steven Webster, Managing Director of Global Energy Partners, an affiliate of DLJ Merchant Banking Partners. The continuing members are RADM Peter H. Cressy, USN (ret.), President and Chief Executive Officer of the Distilled Spirits Council of the United States, Inc.; Robert L. Keiser, former Chairman of the Board of the Kerr-McGee Corporation; Gerhard E. Kurz, President and Chief Executive Officer of Seabulk International, Inc.; and Thomas P. Moore, Jr., a Principal of State Street (STT) Global Advisors and a member of the State Street Global Advisors International Equity Team.

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