Trico Prices $125M Private Placement
Trico Marine Services, Inc. on Friday announced pricing of $125 million aggregate principal amount of senior convertible debentures (the "Debentures") through an offering within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
The Debentures will be convertible under certain circumstances based on an initial conversion rate of 23.0216 shares per $1,000 principal amount of Debentures, which is equal to a conversion price of approximately $43.44 per share. The initial conversion price represents a premium of approximately 39% relative to the last reported sale price of Trico's common shares on the NASDAQ on February 1, 2007. If converted, holders will receive cash up to the principal amount, and, if applicable, excess conversion value will be delivered in Trico's common shares. The Debentures will bear interest at a rate of 3.00% per year. The sale of the Debentures to the initial purchasers is expected to close on February 7, 2007, subject to customary closing conditions.
Trico also has granted the initial purchasers of the Debentures a 30-day option to purchase additional Debentures in an amount not to exceed $25 million. Trico will be entitled to redeem the Debentures on or after January 15, 2012 at agreed upon redemption prices, and holders of the Debentures may require Trico to repurchase all or a portion of their Debentures on January 15, 2014, January 15, 2017 and January 15, 2022, or otherwise in the event of certain fundamental change transactions, at a cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest to the repurchase date. The Debentures will otherwise mature on January 15, 2027.
Trico intends to use the net proceeds of approximately $121 million for general corporate purposes, which may include pursuing opportunities in emerging markets, further augmenting its fleet renewal program, and pursuing strategic acquisition opportunities that may arise.