Seabulk International, Inc. announced the signing of a definitive agreement with DLJ Merchant Banking Partners III, L.P., a CSFB Private
Equity fund, and affiliated entities, and Carlyle/Riverstone Global Energy and Power Fund I, L.P. for the private placement of 12.5 million shares of newly issued Seabulk common stock at a cash price of $8.00 per share. The $100 million investment would give the new investors approximately 51% of the pro forma, fully diluted common shares of the Company and majority representation on its Board of Directors. The investment is subject to shareholder approval, the refinancing of the Company's senior credit facility, certain regulatory approvals and satisfaction of other customary conditions.
The new investors have also agreed to purchase, for $8.00 per share, all of the Company's common stock and common stock purchase warrants beneficially owned by accounts managed by Loomis, Sayles & Co., L.P.
, an SEC-registered investment advisor. These accounts, which collectively represent approximately 49% of the Company's outstanding shares of common stock, currently hold approximately 5.2 million shares (excluding shares issuable upon exercise of warrants). Loomis has agreed to approve the investment transaction and the related amendments to the Company's Certificate of Incorporation, subject to approvals and certain other conditions customary for transactions of this type.
Taken together, the two transactions would give the new investors approximately 73% of the pro forma, fully diluted shares of the Company.
The Company also announced that it has signed a commitment letter with Fortis Capital Corp.
and NIB Capital Bank N.V.
, as arrangers, for a $180 million senior secured credit facility, which would replace the Company's existing facility. The new credit facility will consist of an $80 million term loan and a $100 million revolving credit facility and will have a five- year maturity.
In connection with the closing of the new investment, the Company expects to redeem or repurchase all of its outstanding 12-1/2% Senior Secured Notes due 2007. In addition, and as a condition to the closing of the new investment, President and Chief Executive Officer Gerhard E. Kurz
has agreed to a five-year extension of his employment contract with the Company.
Proceeds from the new equity investment and new bank credit facility
, totaling approximately $280 million, will be used to repay the Company's existing bank debt, repurchase or redeem its outstanding Senior Notes, and provide growth capital for new initiatives.