Hart Scott Rodino News

Delaware-based NGL Energy Partners and Colorado's DCP Midstream have executed a purchase and sale agreement under which DCP will convey to NGL its wholesale propane business, generally consisting of seven natural gas liquids terminals in the Eastern United States.Under the terms of the agreement, NGL will acquire 100% ownership of five propane rail terminals operated by Gas Supply Resources, a subsidiary of DCP, and 50% ownership interest in a sixth propane rail terminal.The agreement also includes an import/export terminal located in Chesapeake, Virginia, with the capability to load or unload ships from Handy-sized vessels up to Very Large Gas Carriers. “NGL is excited to acquire these well-operated, high-quality assets from DCP.

Kirby Corporation announced a net loss attributable to Kirby for the fourth quarter ended December 31, 2018 of ($24.4) million, or ($0.41) per share, compared with earnings of $231.3 million, or $3.87 per share, for the 2017 fourth quarter. Excluding certain one-time charges, 2018 fourth quarter net earnings attributable to Kirby were $44.9 million, or $0.75 per share. Consolidated revenues for the 2018 fourth quarter were $721.5 million compared with $708.1 million reported for the 2017 fourth quarter.For the 2018 full year…

Pipeline transportation of natural gas company American Midstream Partners (AMID) has entered into a definitive agreement for the sale of its refined products terminalling business (Refined Products Terminals) to Sunoco, for approximately $125m.The transaction is expected to close in the fourth quarter of 2018, a release said.The divestiture of the Refined Products Terminals, located in Caddo Mills, Texas and North Little Rock, Arkansas, represents continued progress towards American Midstream’s capital allocation strategy designed to reduce leverage and strengthen the partnership.“In addition, the divestiture of the Refined Products Terminals simplifies AMID’s business profile while creating capital flexibility,” the company said in a statement.

American Electric Power (AEP) has signed an agreement to sell its commercial barge transportation subsidiary, AEP River Operations LLC, to American Commercial Lines (ACL), owned by Platinum Equity, for approximately $550 million. AEP River Operations is a commercial inland barge company delivering about 45 million tons of products annually, including 10 million tons of coal. AEP River Operations has 56 towboats, 2,301 barges and 1,090 employees. The company is headquartered in Chesterfield, Missouri, with operations in Paducah, Kentucky, and Convent, Algiers and Belle Chasse, Louisiana. AEP announced in March that the company was exploring strategic alternatives for AEP River Operations, including a potential sale.

Private equity firm Irving Place Capital (IPC) and Victor Technologies (Victor) announce they have entered into a definitive agreement to sell Victor to Colfax Corporation (Colfax), a global manufacturer of gas and fluid-handling and fabrication technology products. Victor is a leading designer and manufacturer of a comprehensive suite of metal cutting, gas control, and specialty welding products. IPC acquired Victor, which was previously named Thermadyne Holdings Corporation, in a take-private transaction in December 2010.

Kirby Corporation agrees to purchase assets of Allied Transportation Company, a subsidiary of Allied Marine Industries, & two affiliated companies. Kirby Corporation, based in Houston, Texas, is the nation's largest domestic tank barge operator, transporting bulk liquid products throughout the Mississippi River System, the Gulf Intracoastal Waterway, coastwise along all three United States coasts and in Alaska and Hawaii. Allied is an operator of offshore barges and tugboats participating in the coastal transportation of petrochemicals, as well as dry sugar products, in the Northeast, Atlantic and Gulf Coast regions of the United States. Customers include major petrochemical companies, most of which are current Kirby customers for inland tank barge services.

Statoil ASA and Brigham Exploration Company (NASDAQ: BEXP) announced that an entity controlled by Statoil, Fargo Acquisition Inc., has commenced the previously-announced tender offer for all of the outstanding shares of common stock, par value $0.01 per share, of Brigham at a price of $36.50 per share, net to the seller in cash without interest thereon and less any applicable withholding taxes. Statoil is filing with the Securities and Exchange Commission today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the Offer. Additionally, Brigham is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail…

Houston, Texas (April 27, 2011) – Kirby Corporation (“Kirby”) (NYSE:KEX) today announced net earnings attributable to Kirby for the first quarter ended March 31, 2011 of $32.4 million, or $.60 per share, compared with $24.7 million, or $.46 per share, for the 2010 first quarter. The 2010 first quarter net earnings included a charge for retirements and shore staff reductions of $4.1 million before taxes, or $.05 per share. Kirby’s published 2011 first quarter earnings guidance range was $.56 to $.61 per share.

Todd Shipyards Corp. (NYSE: TOD) and Vigor Industrial LLC announced that they have entered into a definitive agreement under which Vigor will acquire the stock of Todd for $22.27 per share, or approximately $130m. The transaction is structured as an all cash tender offer. Under the terms of the agreement, which has been unanimously approved by Todd’s board of directors, Vigor will offer to purchase all outstanding shares of Todd’s common stock for $22.27 in cash per share. This represents a premium of 31% over the average closing price of Todd’s common stock during the three month period ended December 21, 2010. The price of Todd’s stock has climbed steadily during the year from a low of $13.98 to its recent 52 week high closing price of $21.00.

American Commercial Lines Inc. (NASDAQ: ACLI), one of the largest and most diversified inland marine transportation and service companies in the United States, announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Platinum Equity, in a transaction with an enterprise value of approximately $777m. ACL's Board of Directors, acting on the unanimous recommendation of a Special Committee of independent directors, approved the agreement and has recommended the approval of the transaction to ACL's stockholders. Under the terms of the agreement, ACL stockholders, other than GVI Holdings, Inc. and certain of its affiliates (GVI), will receive $33.00 in cash for each share of ACL common stock they hold.

General Maritime Corporation and Arlington Tankers Ltd. jointly entered into a definitive agreement whereby the two companies will combine in a stock- for-stock combination. Under the terms of the definitive agreement, approved unanimously by the Boards of Directors of both General Maritime and Arlington Tankers, shareholders of General Maritime will receive 1.340 shares of the combined company for each share of General Maritime held, and shareholders of Arlington Tankers will receive one share of the combined company for each share of Arlington Tankers held. The combination will create a leading publicly traded tanker company. The combined company, to be named General Maritime Corporation, will be headquartered in .

Cal Dive International, Inc. announced that it has agreed to acquire 85 percent of Canyon Offshore, Inc., a supplier of remotely operated vehicles (ROVs) and robotics to the offshore construction and telecommunications industries. Cal Dive would purchase the remaining 15 percent at a price to be determined by Canyon's performance during the years 2002 through 2004. The purchase price from $66 million $74 million is four to five times expected Canyon EBITDA. Hart Scott Rodino filing, is expected to close before year-end. Owen Kratz, chairman and chief executive officer of Cal Dive, said, "Acquiring Canyon will be a vertical integration which flows from the CDI policy of directly controlling all aspects on the critical path of significant projects. John S.

Cal Dive International has acquired 85 percent of outstanding Canyon Offshore shares, with the remaining 15 percent to be acquired over the next three years. The acquisition, which is subject to the customary Hart Scott Rodino filing, is expected to close before year-end. John S. Edwards, CEO of Canyon, said, "CDI was our first customer when Canyon began operations in early 1997 and we are extremely excited to be joining the CDI group of companies and expect to be a major contributor to their continuing success. Joining the CDI group of companies greatly expands Canyons ability to further develop our global capabilities; provides access to capital, a large fleet of dynamically positioned vessels and access to considerable project management resources.

L-3 Communications has agreed to acquire the Detection Systems business of PerkinElmer, for approximately $100 million in cash. The acquisition is expected to close by the end of the first quarter of 2002 and is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Detection Systems is expected to be accretive to L-3's earnings in 2002. PerkinElmer's Detection Systems business offers X-ray screening for three major security applications: aviation systems for checked and oversized baggage, break bulk cargo and air freight; port and border applications including pallets, break bulk and air freight; and facility protection, such as parcels, mail and cargo.

ENSCO International Incorporated and Chiles Offshore Inc. announced that they have signed a definitive merger agreement by which ENSCO will acquire Chiles. The Boards of both companies have approved the transaction. Under the terms of the merger agreement, Chiles' stockholders will receive 0.6575 shares of ENSCO common stock, plus cash of $5.25, for each share of Chiles' common stock. Total value of the transaction is approximately $578 million based on ENSCO's closing price as of May 14, 2002. After giving effect to the transaction and including the Chiles' rig currently under construction, the combined company will have a fleet of 56 offshore drilling rigs, in addition to ENSCO's fleet of 28 Gulf of Mexico oilfield support vessels.

Bollinger Shipyards, Lockport, La. is now known as the largest vessel repair and conversion company in the Gulf of Mexico region upon its acquisition of the five shipyards of Friede Goldman Halter ship repair and conversion division. Bollinger now operates 12 dedicated ship repair and conversion yards totaling 42 drydocks situated between New Orleans and Houston, as well as two new construction shipyards in Lockport and Amelia, La. The acquisition is the result of an $80 million definitive agreement that was signed by both companies in May - subject to certain conditions and approval under the Hart Scott Rodino Act. The Bollinger-acquired properties are as follows: Halter Gulf Repair; Gretna Machine & Iron Works; Halter Calcasieu; Bludworth-Bond Houston and Bludworth-Bond Texas City.

Driven by decade-high oil prices, industry leader Baker Hughes Incorporated reported operating profit after tax from continuing operations for the third quarter of 2000, excluding non-operational items, was $70.6 million, up 456% compared with $12.7 million for the third quarter of 1999, and up 72% compared with $41 million for the second quarter of 2000. Net income for the third quarter of 2000 was $66.7 million compared to $13.2 million for the third quarter of 1999. Results for the third quarter of 2000 include the impact of losses, net of tax, totaling $3.9 million related to the company's holdings of Varco International, Inc. stock and the sale of the Norward product line of Baker Atlas. Michael E.

In a move which effectively creates a defense and marine naval construction giant, Northrop Grumman Corp. and Litton Industries jointly announced late last month that they have signed a definitive agreement under which Northrop Grumman will acquire for cash all of the outstanding shares of Litton for $80 per common share and $35 per Series B Preferred share. The transaction is valued at approximately $5.1 billion, which includes the assumption of Litton's $1.3 billion in net debt. Litton is a leading supplier of advanced electronics and information systems to the U.S. government and international customers and is the premier designer and builder of non-nuclear surface combatant ships for U.S. and foreign navies.

Northrop Grumman Corporation announced today that in order to provide the government the time necessary to review its pending acquisition of Litton Industries Inc., the company has voluntarily withdrawn its Hart-Scott-Rodino (HSR) notification of Jan. 4, 2001, which commenced the governmental and regulatory review process. The company stated that it continues to have positive and productive discussions with the government and expects to re-file its HSR notification in a timely manner. Northrop Grumman also said that it plans to provide the European Union regulatory authorities with the required filings before the end of this month. The company added that it expects to complete U.S. and European regulatory approvals by the end of the first quarter of 2001.

Hvide Marine Incorporated (HMI) received Hart-Scott-Rodino clearance and has completed the purchase of the remaining 24.25% equity interest in Lightship Tankers LLC previously held by Newport News Shipbuilding. The transaction, originally announced on December 22, is valued at $11 million and gives HMI 100% ownership of these five 1998- and 1999-built double-hull, state-of-the-art product tankers. The five Lightship tankers -- HMI Ambrose Channel, HMI Brenton Reef, HMI Cape Lookout Shoals, HMI Diamond Shoals, and HMI Nantucket Shoals -- are engaged in the domestic Jones Act trade, which limits the shipment of cargo between U.S. ports to U.S.-built, U.S.-crewed, U.S.-flagged and U.S.-owned vessels.

Northrop Grumman Corporation has extended its pending tender offer for the common and preferred stock of Litton Industries from March 15, 2001, to March 22, 2001. The existing tender offer for all outstanding Litton stock, as previously announced, will be extended in increments of five business days or less until the Hart-Scott-Rodino and European Union waiting periods have expired as provided in Northrop Grumman's agreement with Litton. Northrop Grumman said it expects to further extend the tender offer to March 23, 2001, for an additional one or more business days. At the close of business on March 15, 2001, approximately 41,859,700 shares of Litton Industries common and Series B preferred stock had been validly tendered and not withdrawn.

ENSCO International Incorporated and Chiles Offshore Inc. announced that the Federal Trade Commission and United States Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for ENSCO's acquisition of Chiles. The termination of this waiting period satisfies a regulatory condition required for the previously announced acquisition. Chiles also announced that its Board of Directors has set July 5, 2002 as the record date for determining stockholders entitled to vote on the transaction with ENSCO, which is subject to stockholder approval at a special meeting of Chiles stockholders to be held on August 7, 2002.

Northrop Grumman Corporation and TRW Inc. jointly announced that they have entered into a definitive merger agreement. The combination will position Northrop Grumman as the nation's second largest defense contractor with projected annual revenues of more than $26 billion and approximately 123,000 employees. Following the separation of TRW's automotive business and completion of the sale of TRW's Aeronautical Systems business, Northrop Grumman will be a Fortune 100 company. Under the terms of the agreement, unanimously approved by the boards of directors of both companies, Northrop Grumman will acquire TRW for $60 per share in common stock in a transaction valued at approximately $7.8 billion, plus the assumption of TRW's net debt at the time of closing.