Trico accepts $3.05 million of additional 11 7/8% notes for exchange

By Angela McDaniels

Tacoma, Wash., April 28 - Trico Shipping AS received and accepted for exchange an additional $3,046,000 principal amount of its 11 7/8% senior secured notes due 2014, according to a company news release.

An exchange offer for the notes ended at 5 p.m. ET on April 20 after being extended multiple times.

On April 21, the company announced that it had accepted $396.45 million, or 99.1%, of the notes for exchange. Including the additional notes, holders tendered $399.5 million principal amount, or 99.88%, of the notes.

The settlement date is expected to be May 2, extended from April 28.

The company also solicited consents to amend the indenture to eliminate or modify some restrictive covenants and other provisions.

Restructuring plan

The exchange offer was part of an out-of-court restructuring being pursued by Trico Shipping and fellow Trico Marine Services, Inc. subsidiary Trico Supply AS.

Under the plan, the noteholders, the subsidiaries' lenders and Trico Marine entities holding intercompany claims and interests will be equitized and share all the common stock of DeepOcean Group Holding AS, a new Norwegian private limited company.

Trico Shipping and Trico Supply will be subsidiaries of DeepOcean Group instead of Trico Marine and will continue to operate as normal.

The noteholders were offered a pro rata share, together with the lenders under Trico Shipping's working capital facility, of 95% of the common stock of DeepOcean Group.

Based on the amount of notes tendered, 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 about 88% of the new common stock of DeepOcean Group, subject to dilution due to warrants and DeepOcean Group's proposed management incentive plan.

For each $1,000 of principal amount of notes, exchanging noteholders will receive about 48 shares. After adjustment for the principal balance adjustment factor applied by Depositary Trust Co. to give effect to a previous partial redemption of $26,484,000 principal amount of the notes, this is equivalent to about 45 shares.

The restructuring plan also includes a new $100 million first-priority senior secured credit facility that will be used to refinance some existing debt and fund working capital borrowings.

The Trico subsidiaries expect the restructuring to reduce their total debt outstanding to roughly $75 million from $468 million.

Trico Shipping also solicited acceptances from its noteholders of a pre-packaged plan of reorganization that it planned to pursue if the exchange offer was not successful.

The company said that if confirmed, the pre-packaged plan would have had principally the same effect as the exchange offer.

The exchange offer was subject to the receipt of tenders for at least 99% of the outstanding notes and the receipt of consent from Trico Shipping's secured working capital credit facility lenders.

Additional information about the exchange offer is available to noteholders by contacting Epiq Systems Inc. (646 282-2400).

Trico Marine Services is a marine services company based in the Woodlands, Texas. It filed for bankruptcy on Aug. 25, 2010 in the U.S. Bankruptcy Court for the District of Delaware. The Chapter 11 case number is 10-12653.

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