SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Seabulk International, Inc.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
81169P101
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(CUSIP Number)
C/R Marine GP Corp.
c/o Riverstone Holdings, LLC
712 Fifth Avenue, 19th Floor
New York, New York 10019
Attention: Pierre Lapeyre, Jr.
Phone: (212) 993-0093
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 9, 2002
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(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box.[_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
C/R Marine Domestic Partnership, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
00 - Contributions from Partners
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF See Item 5.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5.
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EACH SOLE DISPOSITIVE POWER
9
REPORTING See Item 5.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 5.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See Item 5.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
See Item 5.
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TYPE OF REPORTING PERSON (See Instructions)
14
PN
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2
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
C/R Marine Non-U.S. Partnership, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
00 - Contributions from Partners
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF See Item 5.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING See Item 5.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 5.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See Item 5.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
See Item 5.
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TYPE OF REPORTING PERSON (See Instructions)
14
PN
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3
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
C/R Marine Coinvestment, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
00 - Contributions from Partners
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF See Item 5.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING See Item 5.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 5.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See Item 5.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
See Item 5.
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TYPE OF REPORTING PERSON (See Instructions)
14
PN
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4
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
C/R Marine Coinvestment II, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
00 - Contributions from Partners
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF See Item 5.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING See Item 5.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 5.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See Item 5.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
See Item 5.
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TYPE OF REPORTING PERSON (See Instructions)
14
PN
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5
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
C/R Marine GP Corp.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF See Item 5.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 5.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING See Item 5.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 5.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See Item 5.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
See Item 5.
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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6
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of Seabulk International, Inc. (the "Company").
The Company's principal executive office is located at 2200 Eller
Drive, Fort Lauderdale, Florida 33316.
Item 2. Identity and Background.
This statement is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) C/R Marine Domestic
Partnership, L.P., a Delaware limited partnership ("C/R U.S."); (2) C/R Marine
Non-U.S. Partnership, L.P., a Delaware limited partnership ("C/R Int'l"); (3)
C/R Marine Coinvestment, L.P., a Delaware limited partnership ("C/R
Coinvestment"); (4) C/R Marine Coinvestment II, L.P., a Delaware limited
partnership ("C/R Coinvestment II" and, together with C/R U.S., C/R Int'l and
C/R Coinvestment, the "C/R Purchasers"); and (5) C/R Marine GP Corp., a Delaware
corporation ("C/R GP").
C/R U.S. is a Delaware limited partnership which was formed to purchase
shares of Common Stock. C/R GP is the general partner of C/R U.S.
C/R Int'l is a Delaware limited partnership which was formed to
purchase shares of Common Stock. C/R GP is the general partner of C/R Int'l.
C/R Coinvestment is a Delaware limited partnership which was formed to
purchase shares of Common Stock. C/R GP is the general partner of C/R
Coinvestment.
C/R Coinvestment II is a Delaware limited partnership which was formed
to purchase shares of Common Stock. C/R GP is the general partner of C/R
Coinvestment II.
C/R GP is a Delaware corporation which was formed to be the general
partner of the C/R Purchasers. Information with respect to the controlling
persons, officers and directors of C/R GP is set forth on Schedule I attached
hereto, which is hereby incorporated by reference.
The address of the principal business and principal office of each of
the Reporting Persons is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 19th
Floor, New York, New York 10019.
During the past five (5) years, neither any of the Reporting Persons
nor, to the best knowledge of any of the Reporting Persons, any person listed on
Schedule I hereto has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds.
Pursuant to the Company Stock Purchase Agreement (as defined in Item 4
below), the C/R Purchasers have agreed to purchase 4,166,667 shares of Common
Stock for a purchase price of $33,333,336.
7
Additionally, pursuant to the Loomis Securities Purchase Agreement (as
defined in Item 4 below), the C/R Purchasers have agreed to purchase (1) up to
1,752,041 shares of Common Stock for a purchase price of $14,016,328 and (2)
Warrants (as defined in Item 6 below) to purchase up to 60,172 shares of Common
Stock, for a purchase price of $348,003.04.
The general and limited partners of the C/R Purchasers will make
capital contributions to fund the purchase of shares of Common Stock and
Warrants.
None of the Reporting Persons intends to borrow any funds in connection
with the purchase of shares of Common Stock and Warrants.
Item 4. Purpose of Transaction.
The C/R Purchasers, Nautilus Acquisition, L.P., a Delaware limited
partnership ("Nautilus") and the Company have entered into a Stock Purchase
Agreement, dated as of June 13, 2002 (the "Company Stock Purchase Agreement"),
which provides that the C/R Purchasers and Nautilus, subject to certain closing
conditions contained therein, will purchase 4,166,667 and 8,333,333 shares,
respectively, of Common Stock for a purchase price of $33,333,336 and
$66,666,664, respectively.
Additionally, the C/R Purchasers, Nautilus and Loomis, Sayles &
Company, L.P., a Delaware limited partnership ("Loomis Sayles") have entered
into a Securities Purchase Agreement, dated as of June 13, 2002 (the "Loomis
Securities Purchase Agreement" and, together with the Company Stock Purchase
Agreement, the "Purchase Agreements"), which provides that the C/R Purchasers
and Nautilus, subject to certain closing conditions contained therein, will
purchase (i) up to 1,752,041 and 3,504,081 shares, respectively, of Common Stock
for a purchase price of $14,016,328 and $28,032,648, respectively, and (ii)
Warrants to purchase up to 60,172 and 120,345 shares, respectively, of Common
Stock, for a purchase price of $348,003.04 and $696,006.09, respectively.
The C/R Purchasers entered into the Purchase Agreements in order to
acquire an interest in the Company for investment purposes. The Reporting
Persons intend to review continuously their position in the Company. Depending
upon further evaluations of the business prospects of the Company and other
developments, including but not limited to, general economic and business
conditions and stock market conditions, the Reporting Persons may retain or,
from time to time, increase their holdings or dispose of all or a portion of
their holdings subject to any applicable legal and contractual restrictions on
their ability to do so in privately negotiated transactions, open market
purchases or otherwise.
The Reporting Persons also intend to actively participate in the
management of the Company through representation on the Board of Directors.
Pursuant to a Stockholders' Agreement (as defined in Item 6 below), to be
entered into by and among the Company, the C/R Purchasers, Nautilus and a
management shareholder, certain of the C/R Purchasers and Nautilus will agree to
vote their shares to ensure that the Board of Directors will consist of ten
directors and will include two directors designated by certain of the C/R
Purchasers and four directors designated by Nautilus.
As part of the transactions contemplated by the Company Stock Purchase
Agreement, the Company will amend its certificate of incorporation to add, among
other things, certain protections for minority stockholders.
In addition, the matters set forth in Item 6 below are incorporated in
this Item 4 by reference as if fully set forth herein.
Except as set forth in this Item 4 (including the matters described in
Item 6 below which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
8
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of July 16, 2002, neither the Reporting Persons nor
Nautilus was the holder of record of any shares of Common Stock or Warrants. On
July 9, 2002, the Company filed its preliminary proxy statement seeking
stockholder approval of the share issuance to the C/R Purchasers and Nautilus
pursuant to the Company Stock Purchase Agreement and of the amendment to its
certificate of incorporation with the Securities and Exchange Commission. Also
on July 9, 2002, early termination of the waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended ("HSR Act"),
was granted.
If the transactions contemplated by the Purchase Agreements are
consummated, each of the Reporting Persons and Nautilus may be deemed to
beneficially own the following:
Number of Shares of Total Number of % of Equity
Common Stock Shares of Common Ownership
Number of Issuable Stock (Assuming (Assuming
Shares of Upon Exercise of Exercise of Exercise of
Name Common Stock Warrants Warrants) Warrants)
C/R U.S.(1) ................. 1,204,051 12,241 1,216,292 5.2%
C/R Int'l(1) ................ 3,711,670 37,735 3,749,405 16.1%
C/R Coinvestment(1) ......... 506,635 5,150 511,785 2.2%
C/R Coinvestment II(1) ...... 496,352 5,046 501,398 2.2%
C/R GP(2) ................... 5,918,708 60,172 5,978,880 25.7%
Nautilus(3) ................. 11,837,414 120,345 11,957,759 51.3%
---------
(1) These numbers may decrease to the extent that Loomis Sayles can no longer
cause such shares or Warrants to be sold to a C/R Purchaser. See Item 6
below for a description of the Loomis Securities Purchase Agreement. Each
of the C/R Purchasers will have the shared power to dispose or direct the
disposition of the shares of Common Stock and Warrants which it would hold
directly or the shares of Common Stock issuable upon exercise of such
Warrants. Each of the C/R Purchasers will have the shared power to vote or
direct the vote of such shares of Common Stock, but will not have the power
to vote or direct the vote of any of the shares of Common Stock which it
would own upon exercise of such Warrants prior to the receipt of such
shares of Common Stock upon exercise of such Warrants. The C/R Purchasers
may be deemed to be acting as a group in relation to their respective
holdings in the Company but do not affirm the existence of any such group.
Each of the C/R Purchasers disclaims beneficial ownership of any shares of
Common Stock owned by any other C/R Purchaser.
(2) These numbers may decrease to the extent that Loomis Sayles can no longer
cause such shares or Warrants to be sold to a C/R Purchaser. See Item 6
below for a description of the Loomis Securities Purchase Agreement. C/R GP
is the sole general partner of each of the C/R Purchasers and exercises
investment discretion and control over the shares of Common Stock and
Warrants held by each of the C/R Purchasers. Hence, in such capacity, C/R
GP may be deemed to have the power to dispose or direct the disposition of
the shares of Common Stock and Warrants that each of the C/R Purchasers
would hold, and shares of Common Stock which each of the C/R Purchasers
would hold upon exercise of such Warrants, and to vote or direct the vote
of such shares of Common Stock. William E. Conway, Jr., Daniel A.
D'Aniello, David M. Rubenstein, Pierre F. Lapeyre, Jr., David M. Leuschen
and Jim H. Derryberry, as the sole stockholders of C/R GP, may be deemed to
share beneficial ownership of the shares shown as beneficially owned by the
Reporting Persons. Such persons disclaim any such beneficial ownership.
(3) These numbers may decrease to the extent that Loomis Sayles can no longer
cause such shares or Warrants to be sold to Nautilus. See Item 6 below for
a description of the Loomis Securities Purchase Agreement. On July 16,
2002, Nautilus filed a separate Schedule 13D with respect to the shares of
Common Stock and Warrants to be purchased by it pursuant to the Securities
Purchase Agreements, on behalf of itself and its other reporting persons
(collectively, the "Nautilus Entities"). The Reporting Persons and the
Nautilus Entities may be deemed to be acting as a group in relation to
their respective holdings in the Company but do not affirm the existence of
any such group. Each of the Reporting Persons disclaims beneficial
ownership of any shares of Common Stock owned by the Nautilus Entities.
All calculations made herein are made in accordance with Rule 13d-3(d)
under the Exchange Act and based on the 10,623,938 shares of Common Stock
outstanding as of July 3, 2002, as reported by the Company in its preliminary
proxy statement, filed as of July 9, 2002.
(c) None of the Reporting Persons has effected any transactions
in shares of Common Stock during the past 60 days.
9
(d) The right to receive dividends on, and proceeds from the sale of,
the shares of Common Stock held of record by the C/R Purchasers and beneficially
owned by their general partner, as described in paragraphs (a) and (b) above, is
governed by the applicable limited partnership agreements of each of such
entities, and such dividends or proceeds may be distributed with respect to
numerous general and limited partnership interests. The limited partner of C/R
Coinvestment II has the right to cause the general partner to distribute all of
the portfolio investments, including the shares of Common Stock and Warrants,
held by C/R Coinvestment II to such limited partner on or after the two-year
anniversary of C/R Coinvestment II's initial acquisition of such shares and
Warrants, subject to any then-applicable legal, tax, regulatory or contractual
restrictions. See Item 6 below for a description of the C/R Coinvestment II
Agreement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Upon the terms and conditions set forth in the Company Stock Purchase
Agreement, the Loomis Securities Purchase Agreement, the Term Sheet for the
Stockholders' Agreement (the "Stockholders' Agreement Term Sheet") and the Fee
Letter (the "Fee Letter") (attached hereto as Exhibit 1, Exhibit 2, Exhibit 3
and Exhibit 4 respectively, and incorporated herein by reference), the C/R
Purchasers and Nautilus will purchase the shares of Common Stock covered by this
statement.
Company Stock Purchase Agreement
The following description of the Company Stock Purchase Agreement is a
summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Company Stock Purchase Agreement.
Pursuant to the Company Stock Purchase Agreement, the Company has
agreed to sell to the C/R Purchasers and Nautilus, and the C/R Purchasers and
Nautilus have agreed to purchase from the Company, a total of 12,500,000 shares
of Common Stock for a price of $8.00 per share and an aggregate purchase price
of $100,000,000.
The sale and purchase of the Common Stock (the "Closing") will take
place upon the satisfaction of certain conditions set forth in the Company Stock
Purchase Agreement, including, without limitation, obtaining a ruling from the
United States Coast Guard that, following the transactions contemplated by the
Purchase Agreements, the Company will not fail to meet the requirements of
Section 2 of the Shipping Act, 1916, as amended, for ownership and operation of
vessels in the United States coastwide trade; obtaining the approval of the
stockholders of the Company; and the expiration of applicable waiting periods
under the HSR Act.
Under the terms of the Company Stock Purchase Agreement, the Company is
obligated to seek and obtain the approval of the holders of the Common Stock at
a meeting of its stockholders (i) to issue the shares of Common Stock to be
purchased by the C/R Purchasers and Nautilus pursuant to the Company Stock
Purchase Agreement, and (ii) to adopt an amendment to the certificate of
incorporation, which amendment, among other things, would increase the number of
authorized shares of Common Stock from 20,000,000 to 40,000,000 and eliminate
the classification of the Company's Board of Directors. Pursuant to the Company
Stock Purchase Agreement, the Board of Directors of the Company is obligated to
recommend such approvals.
The Company has also agreed to pay the expenses of the C/R Purchasers
and Nautilus incurred since January 1, 2002 in certain circumstances, including
the successful consummation of the transactions contemplated by the Company
Stock Purchase Agreement.
10
In the event that the transactions contemplated by the Company Stock
Purchase Agreement are not consummated as a result of a breach by the Company of
certain of its obligations thereunder or if the Board of Directors of the
Company accepts an unsolicited proposal by a third party and thereafter
terminates the Company Stock Purchase Agreement, then the Company is obligated
to pay to the C/R Purchasers and Nautilus a termination fee of $6,000,000
collectively. However, the Company will be obligated to pay their expenses only
up to $2,000,000 collectively.
Upon the Closing, the Company, the C/R Purchasers and Nautilus will
enter into a Stockholders' Agreement on the terms set forth in the Stockholders'
Agreement Term Sheet, which is described below.
Loomis Securities Purchase Agreement
The following description of the Loomis Securities Purchase Agreement
is a summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Loomis Securities Purchase Agreement.
Pursuant to the Loomis Securities Purchase Agreement, Loomis Sayles has
agreed to Cause (as defined therein) its managed accounts to sell to the C/R
Purchasers and Nautilus, and the C/R Purchasers and Nautilus have agreed to
purchase from such managed accounts, a total of up to 5,256,122 shares of Common
Stock for a price of $8.00 per share; up to 49,915 Class A Common Stock Purchase
Warrants for a price of $0.01 per warrant, with one Class A Common Stock
Purchase Warrant immediately exercisable for one share of Common Stock at an
exercise price of $38.49 and expiring on December 14, 2003; and up to 130,602
Common Stock Purchase Warrants for a price of $7.99 per warrant, with one Common
Stock Purchase Warrant immediately exercisable for one share of Common Stock at
an exercise price of $0.01 and expiring on June 30, 2007 (collectively, the
"Warrants"). It is possible that the deliverable number of shares of Common
Stock and Warrants may be less than the number of shares of Common Stock and
Warrants which the C/R Purchasers and Nautilus are obligated to purchase.
The sale and purchase of the Common Stock and the Warrants will take
place upon the satisfaction of certain conditions set forth in the Loomis
Securities Purchase Agreement.
Under the terms of the Loomis Securities Purchase Agreement, Loomis
Sayles is obligated to Cause the shares of Common Stock controlled by it to be
voted in favor of the (i) issuance of the shares of Common Stock to be purchased
by the C/R Purchasers and Nautilus pursuant to the Company Stock Purchase
Agreement, and (ii) the adoption of the amendment to the certificate of
incorporation.
Stockholders' Agreement Term Sheet
The following description of the Stockholders' Agreement Term Sheet is
a summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Stockholders' Agreement Term Sheet.
The Company Stock Purchase Agreement requires as a condition to the
consummation of the transactions described herein that upon the Closing, the
Company, the C/R Purchasers, Nautilus and a management stockholder enter into a
Stockholders' Agreement (the "Stockholders' Agreement") based on the terms set
forth in the Stockholders' Agreement Term Sheet. Under the terms of the
Stockholders' Agreement Term Sheet, the Stockholders' Agreement will provide the
C/R Purchasers and Nautilus with the following rights, among others: (i)
representation on the Company's Board of Directors, specifically, two directors
to be designated by certain of the C/R Purchasers and four directors to be
designated by Nautilus; (ii) demand registration rights; (iii) piggyback
registration rights; (iv) rights of first refusal in connection with any
proposed transfer of Common Stock to a third party by the other parties to the
Stockholders' Agreement; (v) tag-along rights to participate in sales of common
stock by the other parties to the Stockholders' Agreement; and (vi) preemptive
rights to purchase their pro rata portion of new securities issued by the
Company. Transfers of shares of Common Stock held by the parties to the
11
Stockholders' Agreement will be restricted. The Stockholders' Agreement
will provide that the Company may not grant additional registration rights to
any other person or entity and will cause all registration rights agreements to
which it is currently a party to be terminated.
Fee Letter
The following description of the Fee Letter is a summary thereof and
does not purport to be complete and is qualified in its entirety by reference to
the Fee Letter.
Upon the Closing, the Company shall pay a fee to Carlyle/Riverstone
Energy Partners, L.P., an affiliate of the Reporting Entities, in an amount of
$1,000,000. Upon the Closing, the Company shall pay a fee to Credit Suisse First
Boston Corporation, Inc., an affiliate of Nautilus, in an amount of $2,000,000.
Except for the agreements described above or in the response to Item 4,
to the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
C/R Coinvestment II Agreement
The following description of the letter agreement, dated as of July 16,
2002, by and between C/R GP and Midstream Holdings, LLC, with respect to C/R
Coinvestment II (the "C/R Coinvestment II Agreement," which is attached hereto
as Exhibit 5 and incorporated herein by reference), is a summary thereof and
does not purport to be complete and is qualified in its entirety by reference to
the C/R Coinvestment II Agreement.
Pursuant to the C/R Coinvestment II Agreement, the limited partner of
C/R Coinvestment II will have the right to cause C/R Coinvestment II to
distribute all of the portfolio investments, including any shares of Common
Stock and Warrants, held by C/R Coinvestment II to such limited partner on or
after the two-year anniversary of C/R Coinvestment II's initial acquisition of
such shares and Warrants, subject to any then-applicable legal, tax, regulatory
or contractual restrictions. Subsequently, such shares of Common Stock and
Warrants will be subject to the terms and conditions of the Shareholders'
Agreement. Until such shares and Warrants are distributed to such limited
partner, it will have the right to participate, through C/R Coinvestment II, in
any further transactions engaged in by the C/R Purchasers in respect of the
Company on a pro rata basis with the other C/R Purchasers.
Management and control over C/R Coinvestment II, including with respect
to its investments, will be vested solely in C/R GP, as the general partner.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Stock Purchase Agreement dated as of June 13, 2002, by and
among Seabulk International, Inc., the C/R Purchasers and Nautilus.
Exhibit 2: Securities Purchase Agreement dated as of June 13, 2002, by
and among Loomis, Sayles & Company, L.P., the C/R Purchasers and Nautilus.
Exhibit 3: Stockholders' Agreement Term Sheet.
Exhibit 4: Fee Letter dated June 13, 2002, by and among Seabulk
International, Inc., Carlyle/Riverstone Energy Partners, L.P. and Credit Suisse
First Boston Corporation.
12
Exhibit 5: Letter Agreement dated as of July 16, 2002, by and between
C/R Marine GP Corp. and Midstream Holdings, LLC.
Exhibit 6: Joint Filing Agreement dated as of July 16, 2002.
13
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: July 16, 2002
C/R Marine Domestic Partnership, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
---------------------------------
Name: Daniel A. D'Aniello
Title: President
14
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: July 16, 2002
C/R Marine Non-U.S. Partnership, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
---------------------------------
Name: Daniel A. D'Aniello
Title: President
15
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: July 16, 2002
C/R Marine Coinvestment, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
--------------------------------
Name: Daniel A. D'Aniello
Title: President
16
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: July 16, 2002
C/R Marine Coinvestment II, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: President
17
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: July 16, 2002
C/R Marine GP Corp.
By: /s/ Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: President
18
Schedule I
Executive Officers and Directors
of
C/R Marine GP Corp.
The names of the Directors and the names and titles of the Executive
Officers of C/R Marine GP Corp. ("C/R GP") and their business addresses and
principal occupations are set forth below. If no address is given, the
Director's or Executive Officer's business address is c/o Riverstone Holdings,
LLC, 712 Fifth Avenue, 19th Floor, New York, NY 10019. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to C/R
GP and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
* William E. Conway, Jr. Director and Vice President; Founder and
Managing Director of The Carlyle Group
* Daniel A. D'Aniello Director and President; Founder and Managing
Director of The Carlyle Group
* Jim H. Derryberry Director and Vice President; Chief Operating
Officer of Riverstone Holdings LLC
* John F. Harris Secretary; Managing Director and Chief
Financial Officer of The Carlyle Group
* Pierre F. Lapeyre, Jr. Director and Vice President; Founder and
Managing Director of Riverstone Holdings LLC
* David M. Leuschen Director and Vice President; Founder and
Managing Director of Riverstone Holdings LLC
* David M. Rubenstein Director and Vice President; Founder and
Managing Director of The Carlyle Group
19