Attached files
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8-K - FORM 8-K - GLOBAL INDUSTRIES LTD | h85702e8vk.htm |
Exhibit 99.1
GLOBAL INDUSTRIES, LTD.
2.75% SENIOR CONVERTIBLE DEBENTURES DUE 2027
CUSIP 379336AE0
2.75% SENIOR CONVERTIBLE DEBENTURES DUE 2027
CUSIP 379336AE0
NOTICE OF MERGER, FUNDAMENTAL CHANGE AND NON-STOCK CHANGE OF
CONTROL
CONTROL
November 21, 2011
We refer to that certain Indenture (the Indenture), dated as of July 27, 2007,
relating to the 2.75% Senior Convertible Debentures due 2027 (the Debentures) of Global
Industries, Ltd., a Louisiana corporation (the Company), between the Company and Wells
Fargo Bank, National Association, as trustee (the Trustee). Capitalized terms used but
not defined herein shall have the respective meanings given to them in the Indenture.
We also refer to that certain Agreement and Plan of Merger (the Merger Agreement)
dated as of September 11, 2011 among the Company, Technip S.A., a société anonyme organized under
the laws of France (Technip), and Apollon Merger Sub B, Inc., a Louisiana corporation and
an indirect, wholly-owned subsidiary of Technip (Merger Subsidiary). As previously
reported by the Company, pursuant to the Merger Agreement, at the Effective Time (as such term is
defined in the Merger Agreement), the following events will occur:
1. | Merger Subsidiary will be merged (the Merger) with and into the Company; | ||
2. | each share of common stock, $0.01 par value, of the Company (the Common Stock) (other than shares in treasury of the Company or owned by Technip, Merger Subsidiary or any of their affiliates) outstanding immediately prior to the Effective Time shall be converted into the right to receive $8.00 in cash, without interest (the Merger Consideration); and | ||
3. | the Company will be the surviving corporation in the Merger and will become an indirect, wholly-owned subsidiary of Technip. |
This letter hereby serves as notice to the Trustee and the Holders, pursuant to Section 10.11
of the Indenture, that the Merger is expected to become effective on or about December 1, 2011, and
that after the Merger is completed holders of Common Stock shall be entitled to exchange their
Common Stock for the Merger Consideration.
This letter also serves as notice to the Holders, pursuant to Section 10.01(d) of the
Indenture, that a Fundamental Change will occur upon the consummation of the Merger on December 1,
2011. Accordingly, pursuant to Section 10.01(a)(vi) of the Indenture, at any time beginning on
December 2, 2011 until 5:00 p.m., New York City time, on the Business Day preceding the date to be
established by the Company as the Fundamental Change Repurchase Date relating to the Fundamental
Change, the Holder of any Debentures not previously redeemed or purchased shall have the right, at
such Holders option, to convert the principal amount of the Debentures held by such Holder, or any
portion of such principal amount which is an integral multiple of $1,000, in the manner provided in
Section 10.02 of the Indenture. Pursuant to Section 10.07 of the Indenture, in connection with the
consummation of the Merger, the Company and the Trustee will enter into a supplemental indenture
providing that the Debentures shall, without the consent of any Holders of Debentures, be
convertible into the Merger Consideration that such Holder would have been entitled to receive upon
the consummation of the Merger
had each $1,000 principal amount of the Debentures been converted into a number of shares of
Common Stock equal to the Conversion Rate immediately prior to the consummation of the Merger. The
Companys conversion obligation with respect to Debentures that are converted at any time after the
consummation of the Merger will be fixed at an amount in cash equal to the Conversion Rate of
28.1821 multiplied by $8.00, which is the Merger Consideration payable for each share of Common
Stock outstanding immediately prior to the consummation of the Merger. As a result, Holders will
be entitled to receive $225.46 per $1,000 aggregate principal amount of Debentures surrendered for
conversion.
In addition to the notice contemplated by Section 10.01(d) of the Indenture, this Notice also
constitutes the notice of the anticipated Effective Date of a Non-Stock Change of Control referred
to in Section 10.05(d) of the Indenture. The consummation of the Merger will constitute a
Non-Stock Change of Control and the anticipated Effective Date of the Non-Stock Change of Control
is December 1, 2011.
Additional Information
Pursuant to Section 3.04(a) of the Indenture, following the consummation of the Merger, each
Holder of Debentures will also have the right, at such Holders option, to require the Company to
repurchase all of such Holders Debentures or any portion thereof that is a multiple of $1,000
principal amount on the Fundamental Change Repurchase Date to be specified by the Company, at a
cash repurchase price equal to 100% of the principal amount of the Debentures being repurchased,
plus accrued and unpaid interest to, but not including the Fundamental Change Repurchase Date. The
Company will mail to all Holders of record of the Debentures on the date of the Fundamental Change
a Company Repurchase Notice, which will specify the Fundamental Change Repurchase Date and contain
more information about the procedures that Holders must follow in order to exercise their right to
require the Company to repurchase the Debentures.
Should you have any questions about the foregoing, please contact the undersigned at (281)
529-7799.
GLOBAL INDUSTRIES, LTD. | ||||||
By: Name: |
/s/ Russell J. Robicheaux
|
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Title: | Senior Vice President, Chief Administrative | |||||
Officer, General Counsel and Secretary |