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Fort Lauderdale, Fla., Aug. 05, 2019 (GLOBE NEWSWIRE) -- SEACOR Holdings Inc. (NYSE:CKH) (the “Company”) today announced that it has become the sole owner of its consolidated SEA-Vista joint venture, acquiring through a subsidiary the 49% interest that had been owned by an affiliate of Avista Capital Partners (the “Seller”). Purchase consideration consisted of $106 million in cash and 1,500,000 shares of the Company’s common stock (the “Consideration Shares”).
In connection with the purchase, the Company and the Seller entered into a Registration Rights Agreement that grants the holders of the Consideration Shares certain demand and piggyback registration rights and a Lock-Up Agreement that contains restrictions on the ability of the Seller to dispose of Consideration Shares for certain periods of time and imposes certain standstill obligations on the Seller. The Registration Rights Agreement and Lock-Up Agreement will be described in greater detail on a Form 8-K that will be filed by the Company on or before August 8, 2019.
SEA-Vista operates commercially under the Seabulk name, with a fleet of nine U.S.-flag petroleum and chemical carriers in the Jones Act, including the SEA-Chem 1, a modern, highly capable chemical parcel Articulated Tug and Barge unit.
For the six months ended June 30, 2019, SEA-Vista generated $18.2 million of operating income and $31.3 million of OIBDA1. Sea-Vista’s current revenue backlog is $268.1 million and extends into 2026. As of June 30, 2019, SEA-Vista had $77.9 million of debt and $18.8 million of cash.
Eric Fabrikant, Chief Operating Officer of SEACOR Holdings Inc., commented: “We expect this transaction to be accretive to SEACOR’s earnings. We acquired a substantial backlog of contracted revenues and stable cash flows and increased ownership in SEA-Vista’s differentiated fleet of assets.” Mr. Fabrikant further stated that: “Acquiring full ownership of SEA-Vista underpins our continued commitment to remaining a leader in the transportation and logistics industry. We appreciate the support of our former partner, Avista, during our newbuild program and our shared mission to building a safer, more environmentally friendly, fleet of modern vessels.”
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1 Non-GAAP Financial Measure. The Company defines OIBDA as operating income ($18.2 million for the six months ended June 30, 2018) plus depreciation and amortization ($13.1 million for the six months ended June 30, 2018). Other companies may calculate OIBDA differently than the Company, which may limit its usefulness as a comparative measure. In addition, OIBDA does not necessarily represent funds available for discretionary use and is not a measure of the Company's ability to fund its cash needs. OIBDA is a financial metric used by management (i) as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; (ii) as a criteria for annual incentive bonuses paid to Company employees; and (iii) to compare to the OIBDA of other companies when evaluating potential acquisitions.
SEA-Vista operates a fleet of U.S.-flag petroleum and chemical carriers servicing the U.S. coastwise trade of crude oil, petroleum and chemical products. Prior to SEACOR’s purchase of the 49% noncontrolling interest in SEA-Vista, it was a joint venture operated by subsidiaries of SEACOR and Avista. Avista is a private equity firm specializing in investments primarily in growth-oriented energy, healthcare, communications and media, industrial and consumer companies.
SEACOR Holdings Inc. is a diversified holding company with interests in domestic and international transportation and logistics and risk management consultancy. SEACOR is publicly traded on the New York Stock Exchange under the symbol CKH.
Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, including risks relating to weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or failures to finalize commitments to charter vessels, increased government legislation and regulation of the Company’s businesses that could increase the cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with the provision of emergency response services, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency exchange fluctuations, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Ocean Transportation & Logistics Services, decreased demand for Ocean Transportation & Logistics Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations and economic sanctions, the dependence of Ocean Transportation & Logistics Services and Inland Transportation & Logistics Services on several key customers, consolidation of the Company’s customer base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Shipping Acts on the amount of foreign ownership of the Company’s Common Stock, operational risks of Ocean Transportation & Logistics Services and Inland Transportation & Logistics Services, effects of adverse weather conditions and seasonality, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors on Inland Transportation & Logistics Services’ operations, the ability to realize anticipated benefits from acquisitions and other strategic transactions, adequacy of insurance coverage, the attraction and retention of qualified personnel by the Company, changes in U.S. and international trade policies and various other matters and factors, many of which are beyond the Company’s control as well as those discussed in Item 1A. (Risk Factors) of the Company’s Annual report on Form 10-K and other reports filed by the Company with the Securities and Exchange Commission (“SEC”). It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
For additional information, contact Investor Relations at (954) 627-5278 or visit SEACOR’s website at www.seacorholdings.com.