Seabulk completes funding deals, calls 12½% '07 notes

Seabulk International, Inc. (B3) said on Friday (Sept. 13) that it had completed financing transactions connected with its previously announced intention of redeeming its approximately $97.4 million in outstanding 12½% senior secured notes due 2007. It announced that it has issued an irrevocable notice of redemption to holders setting a redemption date of Oct. 15 for the outstanding notes at a redemption price of 102.934% of par value, plus accrued and unpaid interest at 13.5% per annum to the redemption date, for a total sum of approximately $100.3 million plus accrued interest. Seabulk said it will pay interest on the notes on its regularly scheduled interest payment date of Sept. 30, at a rate of 13.5% per annum; that rate includes payment of additional interest in cash in lieu of the issuance of additional "pay in kind" interest notes.

Holders should present their notes for redemption and payment to State Street Bank & Trust as Paying Agent. The company has already deposited with State Street the funds to make all redemption and interest payments on the notes. As a result, Seabulk has been released and discharged from all of its obligations under the notes' indenture. Seabulk plans to finance the redemption with a portion of the proceeds from its previously announced stock issue and new credit facility. Those total proceeds come to $280 million, less applicable fees and expenses; besides the redemption of the notes, they are being used to pay off the company's previous bank debt of approximately $151 million.

Seabulk concurrently announced the completion of the previously announced issuance of 12.5 million shares of common stock at $8 share to a group of investors, who also purchased approximately 5.1 million shares of outstanding common stock (including shares issuable upon the exercise of warrants) beneficially owned by accounts managed by Loomis, Sayles & Co., LP. It said that as a result of the two transactions, the investors will own approximately 72% of the fully diluted shares of Seabulk's common stock. Under the terms of the agreement with the investors, the company's Board of Directors has been restructured to permit the investors to designate a majority (six of ten seats) of the Board. Seabulk further announced it had entered into a new $180 million credit, as previously announced. The new debt will have floating interest rates and cost significantly less than the company's previous financing arrangements.

AS PREVIOUSLY ANNOUNCED, Seabulk International, a Fort Lauderdale, Fla.-based provider of marine support and transportation services, primarily to the energy and chemical industries (the successor company to Hvide Marine, which issued the original $95 million of 12½% notes in December, 1999), said on June 13 that it expected to redeem or repurchase all of the outstanding 12½% notes, although it gave no specific details as to the likely timing of such a transaction or what form it might take. Seabulk disclosed its intentions in conjunction with its announcement that it had signed a definitive agreement with DLJ Merchant Banking Partners III, LP, a CSFB Private Equity fund, and affiliated entities, and Carlyle/Riverstone Global Energy and Power Fund I, LP, for a $100 million equity investment, and had also signed a commitment letter with Fortis Capital Corp. and NIB Capital Bank NV, as arrangers, for a $180 million senior secured credit facility, which would replace the company's existing facility. In addition to being used to repurchase or redeem Seabulk's outstanding senior notes, proceeds from the new equity investment and new bank credit facility, totaling approximately $280 million, would be used to repay Seabulk's existing bank debt and provide growth capital for new initiatives.

On Sept. 5, the company said that its shareholders had approved of the issuance of 12.5 million shares of its common stock at $8 per share to a group of investors under the financial restructuring, which includes the redemption of all of the outstanding 12 ½% notes. It said that closing of the $100 million equity transaction was expected to take place within the following week. The approval came at a special shareholders meeting held for the specific purpose of approving the stock issuance and related items. The shareholders also approved amendments to the company's Certificate of Incorporation that will increase the number of authorized shares of the common stock from 20 million to 40 million, will remove the classification of the company's Board into three classes of Directors and provide for the annual election of all Directors, and will add a number of minority shareholder provisions. Management said that the action by the shareholders was "an essential step" in the planned recapitalization, and paves the way for the completion of the previously announced transactions, including the anticipated redemption of the notes.

Nationwide Credit again extends 10¼% '08 note exchange offer

NCI Holdings, Inc. and Nationwide Credit, Inc. (Ca) said on Friday (Sept. 13) that they had again extended their pending offer to exchange all of Nationwide's outstanding 10¼% senior notes due 2008 for common stock of NCI Holdings, Inc. The offer was extended to 5 p.m. ET this coming Friday (Sept. 20), subject to possible further extension, from the previous Sept. 13 deadline. Nationwide said that to date, it has received tenders of senior notes from the holders of approximately 71.3% of the outstanding notes under the terms of the exchange offer, unchanged from the amount reported on Sept. 6.

AS PREVIOUSLY ANNOUNCED, NCI Holdings and Nationwide Credit Inc., a Kennesaw, Ga.-based financial services company, said on July 12 that their pending exchange offer for the 10¼% notes had been extended to 5 p.m. ET on July 19. The offer had not been publicly announced previously. The company said that as of July 12, it had received tenders of senior notes from the holders of approximately 67.9% of the outstanding notes under the terms of the exchange offer. On July 19, NCI and Nationwide announced that they had again extended the exchange offer to 5 p.m. ET on July 26 from the previous July 19 deadline, and said that as of the previous deadline, they had received tenders of approximately 68.5% of the outstanding notes, up from 67.9% reported on July 12, when the offer had last been previously extended. Although the exchange offer was subsequently extended past the July 26 deadline, no public announcement was made at that time; the next announcement, on Aug. 16, again extended the exchange offer to 5 p.m. ET on Aug. 23, subject to possible further extension, and said that to date, the company had received tenders of senior notes from the holders of approximately 71.6% of the outstanding notes under the terms of the exchange offer, up from 68.5% reported on July 19.

On Aug. 23, Nationwide said it had again extended the exchange offer to 5 p.m. ET on Aug. 30, subject to possible further extension, and said that to date it has received tenders of senior notes from the holders of approximately 71.3% of the outstanding notes, down slightly from the 71.6% reported on Aug. 16. On Aug. 30 and again on Sept. 6, Nationwide said that it had once again extended the exchange offer, to first to 5 p.m. ET on Sept. 6 and then to 5 p.m. ET on Sept. 13, respectively, subject to possible further extension. Each time it said that to date, it had received tenders of the senior notes from the holders of approximately 71.3% of the outstanding notes, unchanged from the amount reported on Aug. 23. The transaction is being handled by State Street Bank and Trust Co., the depository for the offer as well as trustee for the notes.

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