HOUSTON, June 29, 2011 /PRNewswire/ -- Kirby Corporation
("Kirby") (NYSE: KEX) announced today the preliminary results of
elections by common unitholders of K-Sea Transportation Partners
L.P. ("K-Sea") (NYSE: KSP) to receive cash or a combination of cash
and Kirby common stock in the previously announced merger between
K-Sea and a subsidiary of Kirby that is scheduled to close in the
first week of July. K-Sea will survive the merger as a wholly
owned subsidiary of Kirby.
There are a total of 19,160,394 K-Sea common units outstanding
and another 388,939 phantom units issued under K-Sea's long-term
incentive plan that are treated as common units for purposes of the
merger, for a total of 19,549,333 common units. The holders
of 9,482,717 K-Sea common units elected to receive merger
consideration consisting of $8.15 in
cash for each common unit. The holders of 7,242,915 K-Sea
common units elected to receive consideration consisting of
$4.075 in cash and 0.0734 of a share
of Kirby common stock for each common unit. The holders of
2,823,701 K-Sea common units made no election by the deadline of
5:00 p.m., New York time, on June
28, 2011, and will therefore receive consideration
consisting of $8.15 in cash for each
common unit.
In addition, the holder of 19,178,120 K-Sea preferred units will
receive merger consideration consisting of $4.075 in cash and 0.0734 of a share of Kirby
common stock for each unit, the holder of 202,447 general partner
units will receive $8.15 in cash for
each unit and the holder of K-Sea's incentive distribution rights
will receive $18 million in cash.
Based on elections received, the total merger consideration to
K-Sea equity holders (excluding the refinancing of K-Sea debt and
the fees associated with the transaction) will consist of
approximately $228,000,000 in cash
and approximately 1,939,000 shares of Kirby common stock.
Those totals are preliminary estimates and remain subject to
verification of elections and the payment of cash in lieu of
fractional shares.
Kirby Corporation, based in Houston,
Texas, operates inland tank barges and towing vessels,
transporting petrochemicals, black oil products, refined petroleum
products and agricultural chemicals throughout the United States inland waterway system.
Through the diesel engine services segment, Kirby provides
after-market service for medium-speed and high-speed diesel engines
and reduction gears used in marine and power generation
applications, and distributes and services high-speed diesel
engines, transmissions, including hydraulic fracturing equipment,
for land-based pressure pumping and oilfield service markets.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The proposed merger transaction
involving Kirby and K-Sea will be submitted to the unitholders of
K-Sea for their consideration. In connection with the
proposed merger, Kirby has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 that
includes a proxy statement of K-Sea and a prospectus of Kirby.
The definitive proxy statement/prospectus has been mailed to
the unitholders of K-Sea. INVESTORS AND SECURITY HOLDERS
OF K-SEA ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS AND OTHER MATERIALS REGARDING THE PROPOSED
MERGER CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT KIRBY, K-SEA AND THE PROPOSED
MERGER.
Investors and security holders may obtain a free copy of the
registration statement and the proxy statement/prospectus and other
documents filed with the SEC by Kirby and K-Sea through the SEC's
website at www.sec.gov. Free copies of the registration
statement and the proxy statement/prospectus and other documents
filed with the SEC can also be obtained from Kirby's website at
www.kirbycorp.com.
Kirby and its directors and executive officers and certain other
persons may be deemed to be participants in the solicitation of
proxies with respect to the proposed merger. Information
regarding Kirby's directors and executive officers is available in
its Annual Report on form 10-K for the year ended December 31, 2010, which was filed with the SEC
on February 25, 2011, and its proxy
statement for its 2011 Annual Meeting of stockholders, which was
filed with the SEC on March 10, 2011.
Other information regarding the participants in the proxy
solicitation, and a description of their direct and indirect
interests, is contained in the proxy statement/prospectus and other
relevant materials filed with the SEC.
SOURCE Kirby Corporation