HOUSTON, April 28, 2011 /PRNewswire/ -- Trico Supply AS ("Trico Supply") and Trico Shipping AS ("Trico Shipping" and, together with Trico Supply, the "Company"), 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 moved the expected closing date of the exchange offer (the "Exchange Offer") by the Company to holders of Trico Shipping's 11 7/8% Senior Secured Notes due 2014 (the "Notes") from April 28, 2011 to on or about May 2, 2011. In the Company's out-of-court restructuring, these noteholders, the Company's lenders and Trico Marine entities holding intercompany claims and interests, will be equitized and share all the common stock (the "New Common Stock") of DeepOcean Group Holding AS (DeepOcean Group Holding), 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 and will continue to operate in the normal course.
In addition, the Company announced that they received and accepted for exchange an additional $3,046,000 in aggregate principal of Notes that had been tendered prior to the expiration date of the Exchange Offer and subsequently delivered by the guaranteed delivery procedures. .As a result, $399,500,000.00 principal amount of Notes representing approximately 99.88% of the outstanding principal amount of the Notes have been validly tendered and not withdrawn in the Exchange Offer.
Based on the principal amount of the Notes validly tendered and not validly withdrawn in the Exchange Offer, the amount of accrued interest to the expected closing date and the amount of debt expected to be outstanding under the working capital facility as of that date, the exchanging noteholders will receive approximately 88% of the issued and outstanding New Common Stock of DeepOcean Group Holding, subject to dilution due to shares issuable upon exercise of the warrants described below and under DeepOcean Group Holding's proposed management incentive plan. For each $1,000 of principal amount of the Notes accepted by Trico Shipping, exchanging noteholders will receive approximately 48 shares of the New Common Stock, which after adjustment for the applicable principal balance adjustment factor applied by The Depositary Trust Company to give effect to a previous partial redemption of $26.484 million principal amount of the Notes, is equivalent to approximately 45 shares for Notes identified by CUSIP No. 89612BAA6 and approximately 45 shares for Notes identified by CUSIP No. R92856AA2. The aggregate number of shares to be received by a noteholder will be rounded down to the nearest whole share.
The Exchange Offer was made, and the New Common Stock was offered and will be 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 issued 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 Statement and the Supplement which explains 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) 2822400.
Trico Marine is an integrated provider of subsea, trenching and marine support vessels and services. Trico Marine's 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 Marine's 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.
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 Marine's 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 Marine's 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 Marine's and its subsidiaries' ability to continue as a going concern; (iii) Trico Marine's and its subsidiaries' ability to obtain court approval with respect to motions in Trico Marine's 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 Marine's ability to maintain contracts that are critical to its operations; (vii) the potential adverse impact of the chapter 11 cases on Trico Marine's 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 Marine's 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.
Meaghan Repko / Nicholas Lamplough
Joele Frank, Wilkinson Brimmer Katcher
SOURCE Trico Supply Group