Marine Link
Tuesday, September 27, 2016

Seabulk Holds Special Shareholder Meeting

September 6, 2002

Seabulk International, Inc. announced approval by its shareholders of the issuance of 12.5 million shares of common stock at $8.00 per share to a group of investors led by affiliates of DLJ Merchant Banking Partners III, L.P. and Carlyle/Riverstone Global Energy and Power Fund I, L.P. Proceeds from the transaction, totaling $100 million less applicable fees, will be used to pay down debt, provide working capital and for general corporate purposes. Closing of the transaction is expected within the next week. At a Special Meeting of Shareholders held for the specific purpose of approving the stock issuance and related items, shareholders also approved amendments to the Company's Certificate of Incorporation that will:

* increase the number of authorized shares of the Company's common stock from 20,000,000 to 40,000,000 * remove the classification of the Board into three classes of Directors and provide for the annual election of all Directors, and * add a number of minority shareholder provisions. "Today's action by our shareholders is an essential step in the recapitalization of the company and paves the way for the completion of the transactions contemplated in our announcement of June 13," commented president and CEO Gerhard E. Kurz. "These transactions include paying down our existing credit facility, redeeming all of our outstanding 12 1/2 percent Senior Secured Notes due 2007, and entering into a new $180 million credit facility with Fortis Capital Corp. and NIB Capital Bank N.V. The result will be a Company with reduced debt and the financial flexibility to pursue potential future growth opportunities." In connection with next week's closing, the Company's 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 currently hold approximately 5.2 million shares (excluding shares issuable upon exercise of warrants). Taken together, the two transactions (the stock issuance and the purchase of the Loomis shares) will give the new investors approximately 73% of the pro forma, fully diluted shares of the Company and majority representation on its Board of Directors. With a fleet of 174 vessels, Seabulk International is a leading provider of marine support and transportation services, primarily to the energy and chemical industries. We provide benchmark quality service to our customers based on innovative technology, the highest safety standards, modern efficient equipment and dedicated, professional employees.



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