Trico Marine Services, Inc. announced today that it expects to make a private offer of $250 million of senior notes due 2012. Trico anticipates that the notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The notes will not be registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act.
Trico Marine expects to use all of the net proceeds of the offering of the senior notes due 2012 to purchase its existing 8.50 percent senior notes due 2005 pursuant to a tender offer. In connection with the tender offer, Trico Marine is also seeking consents to eliminate certain provisions in the indenture governing the Senior Notes due 2005.
Under the terms of the tender offer and the consent solicitation, Trico Marine will purchase tendered notes at a cash purchase price for each $1,000.00 principal amount of tendered notes equal to $1,034.00 plus accrued and unpaid interest on such principal amount up to but not including the payment date. The purchase price includes a consent payment of $25.00 for each $1,000.00 principal amount of tendered notes that will be paid only for notes tendered on or prior to the consent date, which will be 5:00 p.m. New York time, on May 29, 2002, unless extended by Trico Marine. Holders who tender notes after the consent date will not be paid the consent payment.
The tender offer will
expire at 5:00 p.m. New York City time, on June 14, 2002, unless extended. Payment for notes tendered and accepted on or before May 29, 2002 will be made promptly following the closing of Trico Marine's debt offering of its senior notes due 2012. Payments for notes tendered and accepted after May 29, 2002 but on or prior to June 14, 2002 will be made promptly following the expiration of the tender offer. Consummation of the tender offer, and payment for tendered notes, is subject to the satisfaction or waiver of various conditions, including that Trico Marine having consummated the offering of $250 million of its senior notes due 2012 on terms and conditions acceptable to it.