Stolt Offshore Announces Debt for Equity Exchange with Stolt-Nielson

June 25, 2002

Stolt Offshore S.Atoday announced that the Board of Directors has agreed to accept the offer from Stolt-Nielsen S.A., the company's parent, to exchange $24 million principal amount of outstanding debt owing by the Company to Stolt-Nielsen S.A. for 3 million Common shares at an exchange price of $8.00 per share. On completion of this transaction the total number of Common share equivalents outstanding will be 83.9 million. Given the outlook for the business, this exchange of debt for equity and bank commitments to provide a new $100 million revolver, the Board is satisfied that the Company will have sufficient funding in place to meet its operating needs.

Stolt Offshore Announces Debt for Equity Exchange with Stolt-Nielson

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