SEACOR Marine Announces “Stalking Horse” Bid to Form Joint Venture With Montco Offshore, Inc.
June 22 2017 - 8:52PM
SEACOR Marine Holdings Inc. (NYSE:SMHI) (“SEACOR Marine”) today
announced that Montco Offshore, Inc. (“MOI”) filed a motion with
the United States Bankruptcy Court for the Southern District of
Texas, Houston Division (the “Bankruptcy Court”), in connection
with Case No. 17-31646 under which MOI and one of its wholly-owned
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of Title 11 of the United States Code (the “Bankruptcy
Cases”), for the Bankruptcy Court to enter an order to, among other
things, approve MOI’s entry into a term sheet, dated June 13, 2017,
with a subsidiary of SEACOR Marine (the “Term Sheet”) that sets
forth a summary of the principal non-binding terms of SEACOR
Marine’s bid to form a new joint venture with MOI.
The Term Sheet contemplates that SEACOR Marine
and MOI will jointly form and capitalize a new joint venture
company (the “Joint Venture”) by contributing certain liftboat
vessels and other related assets to the Joint Venture, as well as
requiring the Joint Venture to assume certain operating liabilities
and indebtedness associated with the liftboat vessels and related
assets. The Joint Venture would consolidate thirteen liftboat
vessels currently operated by a subsidiary of SEACOR Marine, six
liftboat vessels currently operated by MOI and two liftboat vessels
currently operated by an existing joint venture between an
affiliate of MOI and an affiliate of SEACOR Marine. The Joint
Venture would assume approximately $130 million of indebtedness
from MOI’s credit facilities which, apart from a guarantee of
interest payments for two years after the closing of the
contemplated transactions, would be non-recourse to SEACOR
Marine. In addition, the Joint Venture would assume
approximately $76.0 million of indebtedness currently reflected on
SEACOR Marine’s financial statements. It is expected that
SEACOR Marine will be the majority owner of the equity interests in
the Joint Venture.
If the Bankruptcy Court enters an order to,
among other things, approve MOI’s entry into the Term Sheet with
SEACOR Marine, then SEACOR Marine’s ultimate bid (which will be set
forth in definitive documentation between SEACOR Marine or certain
of its affiliates, on the one hand, and MOI, on the other hand,
regarding forming and capitalizing the Joint Venture (the
“Definitive Documentation”)) will set the minimum acceptable bid
for a potential auction under the supervision of the Bankruptcy
Court for MOI’s assets. It is expected that MOI will conduct
a competitive process, pursuant to bidding procedures to be
approved by the Bankruptcy Court, seeking higher and better
qualified bids for a sale at auction of MOI’s assets. Upon
approval of the Bankruptcy Court, the bidding procedures will
provide that SEACOR Marine is the “stalking horse” bidder for the
sale of such assets in connection with the Bankruptcy Cases, and
that SEACOR Marine would be entitled to receive a break-up fee and
the reimbursement of certain of its expenses (i) upon the
consummation of a sale of MOI’s assets to any person or entity
other than SEACOR Marine or its subsidiaries or (ii) in certain
other circumstances where the transactions contemplated by the
Definitive Documentation are not consummated. The
transactions contemplated to form the Joint Venture will be subject
to, among other conditions, SEACOR Marine being selected as the
successful bidder in any such auction and Bankruptcy Court
approval.
About SEACOR Marine
SEACOR Marine is among the leading providers of
global marine and support transportation services to offshore oil
and gas exploration, development and production facilities
worldwide. SEACOR Marine currently operates a diverse fleet
of offshore support and specialty vessels that deliver cargo and
personnel to offshore installations; handle anchors and mooring
equipment required to tether rigs to the seabed; tow rigs and
assist in placing them on location and moving them between regions;
and carry and launch equipment used underwater in drilling and well
installation, maintenance and repair. Additionally, SEACOR
Marine’s vessels provide accommodations for technicians and
specialists, and provide safety support and emergency response
services.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements discussed in this release as
well as in other reports, materials and oral statements that SEACOR
Marine releases from time to time to the public constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Generally, words such as
“anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,”
“plan,” “target,” “forecast” and similar expressions are intended
to identify forward-looking statements. Such forward-looking
statements concern management’s expectations, strategic objectives,
business prospects, anticipated economic performance and financial
condition and other similar matters. These statements are not
guarantees of future performance and actual events or results may
differ significantly from these statements. Actual events or
results are subject to significant known and unknown risks,
uncertainties and other important factors those discussed in SEACOR
Marine’s registration statement on Form 10, and other reports filed
by SEACOR Marine with the Securities and Exchange Commission.
Consequently, the preceding should not be considered to be a
complete discussion of all potential risks or uncertainties.
Forward-looking statements speak only as of the date of the
document in which they are made. SEACOR Marine disclaims any
obligation or undertaking to provide any updates or revisions to
any forward-looking statement to reflect any change in SEACOR
Marine’s expectations or any change in events, conditions or
circumstances on which the forward-looking statement is based,
except as required by law. It is advisable, however, to
consult any further disclosures SEACOR Marine makes on related
subjects in its filings with the Securities and Exchange
Commission, including Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K (if any).
These statements constitute SEACOR Marine’s cautionary statements
under the Private Securities Litigation Reform Act of 1995.
Court documents and additional information
related to the Bankruptcy Cases are available through BMC Group,
Inc. at
https://www.bmcgroup.com/restructuring/geninfo.aspx?ClientID=404.
For additional information concerning SEACOR Marine, contact Jesus Llorca at (985) 876-5400.
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