New York, Sept. 16 - Seabulk International, Inc. said it entered into a new $180 million credit facility as part of a series of financing transactions.
The new facility is from Fortis Capital Corp. as agent, arranger and bookrunner and NIB Capital Bank NV as arranger and is made up of an $80 million term loan and a $100 million revolving credit facility. Both mature in five years.
Interest rates and the commitment fee on the unused portion are set according to a pricing grid based on the adjusted funded debt ratio (See table 1).
The revolver commitment amortizes by $5 million on March 13, 2003, Sept. 13, 2002, March 13, 2004 and Sept. 13, 2004, by $10 million on March 13, 2005 and Sept. 13, 2005, by $12.5 million on March 13, 2006 and Sept. 13, 2006 and March 13, 2007 with the remaining $22.5 million at maturity.
The term loan also amortizes, reducing to $77.5 million after 36 months, $75 million after 42 months, $63 million after 48 months and $51 million after 54 months.
Seabulk is required to maintain minimum adjusted EBITDA to adjusted interest expense of at least 2.25:1 through the fiscal quarter ending Dec. 31, 2002, then 2.50:1.00 until the fiscal quarter ending Dec. 31, 2003, then 2.75:1 until the fiscal quarter ending Dec. 31, 2004, then 2.75:1 until the fiscal quarter ending Dec. 31, 2005 and 3.25:1 after that.
Minimum adjusted tangible net worth must not fall below $175 million plus 50% of cumulative positive annual net income for each quarter from Sept. 30, 2002 onwards plus 75% of proceeds from the issuance of equity interests.
The maximum adjusted funded debt ratio is 4.25:1 through the fiscal quarter ending March 31, 2003, then 4.00:1 until the fiscal quarter ending March 31, 2004 and 3.50:1 after that.
Seabulk must maintain an asset coverage ratio of at least 1.75:1.
As part of the financing transactions, Seabulk also issued 12.5 million shares of common stock at $8.00 per share to a group of investors including an entity associated with DLJ Merchant Banking Partners III, LP, an affiliate of CSFB Private Equity, and entities associated with Carlyle/Riverstone Global Energy and Power Fund I, LP, an affiliate of The Carlyle Group of Washington, D.C. The new investors also purchased 5.1 million shares of outstanding company common stock (including shares issuable upon the exercise of warrants) beneficially owned by accounts managed by Loomis, Sayles & Co., LP. As a result, the investors will own approximately 72% of the fully diluted shares.
Proceeds from the stock issuance and the new credit facility, totaling $280 million less fees and expenses, are being used primarily to pay off the Seabulk's previous bank debt of approximately $151 million and to redeem all its 12½% senior secured notes due 2007.
Table 1: Seabulk International new credit facility interest rate and commitment fee
| Adjusted funded debt ratio | Revolver | Term loan | Commitment fee
|
| 3.75 or greater | 350 | 400 | 87.5
|
| 3.00 or greater, less than 3.75 | 300 | 350 | 75
|
| 2.00 or greater, less than 3.00 | 250 | 300 | 62.5
|
| Less than 2.00 | 175 | 225 | 50
|
|
|
| Interest rates are in basis points above Libor. Commitment fee on unused portion.
|
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