Quintana Shareholders Approve Excel Merger
Excel Maritime Carriers Ltd. (NYSE: EXM) and Quintana Maritime Limited (NASDAQ: QMAR) jointly announced that at a special meeting of Quintana’s shareholders held April 14, 2008, Quintana’s shareholders voted to approve the merger agreement pursuant to which Excel will acquire Quintana. Under the terms of the merger agreement, each issued and outstanding share of Quintana common stock will be converted into the right to receive (i) $13.00 in cash and (ii) 0.4084 Excel Class A common shares. The 0.4084 exchange ratio will be reduced to reflect the $0.31 dividend paid by Quintana to its shareholders on March 7, 2008, in accordance with the terms of the merger agreement. Excel and Quintana expect the merger to close on or about April 15, 2008. Completion of the merger remains subject to the satisfaction or waiver of all closing conditions in accordance with the terms of the merger agreement.
Excel also announced that it executed a senior secured credit facility in connection with its acquisition of Quintana and that the arrangers of the credit facility have successfully syndicated over 60% of their commitments. Nordea Bank Finland plc, London Branch, one of the lead arrangers, is acting as administrative agent and syndication agent. The other lead arrangers are DVB Bank AG, Deutsche Bank AG, General Electric Capital Corporation and HSH Nordbank AG. National Bank of Greece S.A., Credit Suisse and Fortis Bank SA/NV are acting as co-arrangers for the credit facility.
Gabriel Panayotides, Chairman of the Board of Directors of Excel, commented “We are very pleased with the approval of the merger by Quintana’s shareholders and the successful syndication of the financing. One of Excel's strategic priorities is to become one of the world’s premier full service dry bulk shipping companies. As our company continues to grow, we hope to build upon the relationships we have established with our current lending syndicate.”
The credit facility consists of a $1 billion term loan and a $400 million revolving loan. Loans under the credit facility will bear interest at LIBOR, plus 1.25% per annum. The credit facility is guaranteed by certain direct and indirect subsidiaries of Excel and the security for the credit facility includes, among other assets, mortgages on certain vessels currently owned by Excel and the vessels currently owned by Quintana and assignments of earnings with respect to certain vessels currently owned by Excel and the vessels currently owned and/or operated by Quintana. The lenders under the credit facility are expected to fund their commitments on the closing date of the merger. The commitments of the lenders are subject to conditions usual and customary for credit facilities of this type, including the closing of the merger in accordance with the merger agreement.