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8-K - FORM 8-K - TRICO MARINE SERVICES INC | h81517e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Press Release
TRICO SUPPLY GROUP ANNOUNCES AGREEMENT IN PRINCIPLE WITH LENDERS AND ACCEPTS NOTES FOR EXCHANGE IN OUT-OF-COURT FINANCIAL RESTRUCTURING
Restructuring to Reduce Total Debt Outstanding From $468 million to Approximately $75 Million
Restructuring Offer Increases Financial Flexibility and Improves Capital Structure of
DeepOcean, CTC Marine and Trico Offshore
Restructuring Offer Increases Financial Flexibility and Improves Capital Structure of
DeepOcean, CTC Marine and Trico Offshore
Restructuring Provides $100 Million Facility for Working Capital Borrowing
Operations Will Continue Without Interruption
Operations Will Continue Without Interruption
HOUSTON, Texas, April 21, 2011 Trico Supply AS and Trico Shipping AS (together the
Company or Trico Supply Group), subsidiaries of Trico Marine Services, Inc. (Pink Sheets:
TRMAQ) (Trico Marine) and whose subsidiaries include DeepOcean AS (DeepOcean) and CTC Marine
Projects Ltd. (CTC), announced today that they have reached an agreement in principle with their
working capital facility lenders. The Company also announced that it has accepted for exchange
$396,454,000, or over 99.1%, of its 11 7/8% Senior Secured Notes due 2014 that had been tendered
in its exchange offer (the Exchange Offer) to noteholders. In the Companys out-of-court
restructuring, these noteholders, the Companys lenders and Trico Marine entities holding
intercompany claims and interests, will be equitized and proportionately share all the common
stock (the New Common Stock) of DeepOcean Group Holding AS, a new Norwegian private limited
company. The Company and its subsidiaries will no longer be subsidiaries of Trico Marine but of
DeepOcean Group Holding AS, a new company to be based in Europe. Operations will continue in the
normal course.
The Exchange Offer is expected to conclude on or about April 28, 2011. As the Company expects
to finalize the out-of-court restructuring, the Company has set aside its efforts to seek further
support for a prepackaged plan of reorganization.
Todays announcement represents a major accomplishment in the Trico Supply Groups financial
restructuring efforts and we are very pleased to have received the approval from its noteholders
and other creditors, said Richard A. Bachmann, Trico Marines Chairman of the Board of Directors,
President and Chief Executive Officer. The debt-to-equity swap will enable the Trico Supply Group
to reduce total debt to approximately $75 million and provides the Company with increased operating
flexibility and a more appropriate capital structure for a company its size. Once the
restructuring is complete, we believe that the Company, including its primary business units of
DeepOcean and CTC Marine, will be in an excellent position to take advantage of improving market
conditions and global growth opportunities.
Mr. Bachmann added, The Trico Supply Group looks forward to an improved liquidity position
from which it will be able to better serve its customers. We remain committed to quality,
consistency and customer service, and we appreciate the dedication of all our employees, whose hard
work is critical to our success. We also thank our customers, vendors and all of our stakeholders
for their continued support.
The restructuring will reduce the Companys total debt outstanding from $468 million to
approximately $75 million. As part of the restructuring, the Company will also receive a new $100
million first priority senior secured credit facility that would be used to refinance some existing
debt and fund working capital borrowings.
Trico Marine and some of its subsidiaries will receive shares of common stock of DeepOcean
Group Holding AS. However, the out-of-court financial restructuring of the Trico Supply Group does
not otherwise alter Trico Marines pending bankruptcy proceeding before the US Bankruptcy Court.
Additional information regarding the Exchange Offer will be filed with the SEC in our 8-K
later today.
The Exchange Offer is being made, and the New Common Stock is being offered and issued within
the United States only to qualified institutional buyers as defined in Rule 144A under the
Securities Act of 1933, as amended (the Securities Act) or institutional accredited investors,
as defined in Rule 501 under the Securities Act, and outside the United States to non-U.S.
investors. The New Common Stock to be offered has not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements.
This press release is for informational purposes only and does not constitute an offer to
purchase the Notes or the New Common Stock or an offer to sell securities. The Exchange Offer and
the Consent Solicitation are only being made pursuant to the Confidential Offering Circular,
Consent Solicitation Statement and Disclosure Statement for Prepackaged Plan and the supplements
thereto which explain the full terms and conditions of the Exchange Offer and the Consent
Solicitation. The Exchange Offer and Consent Solicitation are not being made to holders of the
Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. Holders of the Notes should read them
carefully, as well as the amendments or supplements to those documents, because they contain
important information. In addition, the Company will provide copies of these documents free of
charge to holders of its outstanding Notes upon request to Epiq Systems Inc., at (646) 282-2400.
About Trico
Trico Marine is an integrated provider of subsea, trenching and marine support vessels and
services. Trico Marines towing and supply division provides a broad range of marine support
services to the oil and gas industry through use of its diversified fleet of vessels including the
transportation of drilling materials, supplies and crews to drilling rigs and other offshore
facilities; towing drilling rigs and equipment, and support for the construction, installation,
repair and maintenance of offshore facilities. Trico Marines subsea services and
trenching/installation divisions control a well equipped fleet of vessels and operate a fleet of
modern ROVs and trenching and other subsea protection equipment. Trico Marine is headquartered in
Houston, Texas and has a global presence with operations in the North Sea, West Africa, Mexico,
Brazil and Southeast Asia. For more information about Trico Marine Services, Inc. visit us on the
web at www.tricomarine.com.
Forward-looking Statements:
Certain statements and information in this press release may constitute forward-looking
statements. The words believe, expect, anticipate, plan, intend, foresee, should,
would, could or other similar expressions are intended to identify forward-looking statements,
which are generally not historical in nature. These forward-looking statements are based on Trico
Marines current expectations and beliefs concerning future developments and their potential effect
on Trico Marine. While management believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments affecting Trico Marine will be
those that it anticipates. Trico Marines forward-looking statements involve significant risks and
uncertainties (some of which are beyond its control) and assumptions that could cause actual
results to differ materially from its historical experience and its present expectations or
projections. Important factors that could cause actual results to differ materially from those in
the forward-looking statements include, but are not limited to: (i) the ability of Trico Supply to
implement a debt-for-equity conversion; (ii) Trico Marines and its subsidiaries ability to
continue as a going concern; (iii) Trico Marines and its subsidiaries ability to obtain court
approval with respect to motions in Trico Marines chapter 11 cases; (iv) the ability of Trico
Marine to confirm and consummate one or more plans of reorganization with respect to the chapter 11
cases; (v) the ability of Trico Marine and its subsidiaries to obtain and maintain normal terms
with vendors and service providers; (vi) Trico Marines ability to maintain contracts that are
critical to its operations; (vii) the potential adverse impact of the chapter 11 cases on Trico
Marines liquidity or results of operations; (viii) the ability of Trico Marine to attract,
motivate and/or retain key executives and employees; (ix) the ability of Trico Marine to attract
and retain customers; and (x) other risks and factors regarding Trico Marine and its industry
identified from time to time in Trico Marines reports filed with the SEC. Readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the date hereof.
Trico Marine undertakes no obligation to publicly update or revise any forward-looking statements
after the date they are made, whether as a result of new information, future events or otherwise.
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CONTACTS
Meaghan Repko / Nicholas Lamplough
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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