e425
Filed by Kirby Corporation pursuant to Rule 425 of the
Securities Act of 1933 and deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: K-Sea Transportation Partners L.P.
Commission File No.: 1-31920
Forward Looking Statements
Statements in these materials that are forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties. Actual results could
differ materially due to factors such as:
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Kirbys ability to achieve the synergies, efficiencies and value creation
contemplated by the proposed transaction; |
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Kirbys ability to promptly and effectively integrate the businesses of Kirby
and K-Sea; |
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the time required to consummate the proposed transaction and any necessary
actions to obtain required regulatory approvals; |
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the diversion of management time on transaction-related issues; |
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competition in the markets served by K-Sea or Kirby; |
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unanticipated tax consequences of the transaction; and |
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the possibility that the transaction will not close because of the failure to
satisfy the closing conditions or other reasons. |
A discussion of additional risk factors that may cause results to differ materially from those
described in the forward-looking statements or that may otherwise affect Kirbys businesses is
included under Item 1A. Risk Factors in Kirbys Annual Report on Form 10-K for the year ended
December 31, 2010, filed with the SEC on February 25, 2011, and in subsequent reports on Forms 10-Q
and 8-K and other filings made with the SEC by Kirby.
Forward-looking statements are based on currently available information and Kirby does not
undertake any duty to update any forward-looking statement to reflect actual results or changes in
Kirbys expectations.
Important Information about the Merger and Additional Information
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 Corporation and K-Sea Transportation Partners L.P. will be submitted to the
unitholders of K-Sea for their consideration. In connection with the proposed merger, Kirby
will file with the Securities and Exchange Commission a registration statement on Form S-4 that
will include a proxy statement of K-Sea and a prospectus of Kirby. The definitive proxy
statement/prospectus will be 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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 when they become available and other documents filed with the SEC by
Kirby and K-Sea through the SECs website at www.sec.gov. Free copies of the registration
statement and the proxy statement/prospectus (when available) and other documents filed with the
SEC can also be obtained from Kirbys 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 Kirbys 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 2010 annual meeting of shareholders, which was filed with the SEC on March
10, 2010. Other information regarding the participants in the proxy solicitation, and a
description of their direct and indirect interests, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become
available.
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The following information appears in Kirby Corporations 2010 annual report to its
shareholders (the Annual Report), which is available at www.kirbycorp.com.
Excerpt from letter to Kirby Corporations shareholders from Joseph H. Pyne, Kirby Corporations
Chief Executive Officer (page 3 of the Annual Report):
In March 2011, we announced the signing of an agreement to acquire K-Sea Transportation
Partners L.P., an operator of tank barges and towing vessels participating in the transportation of
refined petroleum products in the U.S. coastwise trade. The total value of the consideration is
approximately $600 million, before post-closing adjustments and fees, and will consist of cash and
Kirby common stock. K-Seas fleet, consisting of 58 offshore tank barges with 3.8 million barrels
of capacity and 63 tugboats, transports refined petroleum products along the U.S. East, West and
Gulf Coasts, and in Alaska and Hawaii. This pending acquisition is discussed in more detail on
page 8.
Discussion regarding the pending acquisition of K-Sea Transportation Partners L.P. (page 8 of the
Annual Report):
On March 13, 2011, we announced the signing of an agreement to acquire K-Sea Transportation
Partners L.P., an operator of tank barges and tugboats participating in the coastwise
transportation primarily of refined petroleum products in the U.S. The total value of the
transaction is approximately $600 million, before post-closing adjustments and fees, and will
consist of cash, Kirby common stock and the refinancing of K-Sea debt. K-Seas fleet, consisting of
58 tank barges with a capacity of 3.8 million barrels and 63 tugboats, operates along the East
Coast, West Coast and Gulf Coast of the U.S., as well as in Alaska and Hawaii. K-Seas tank barge
fleet, 54 of which are doubled hulled, has an average age of approximately nine years and is one of
the youngest fleets in the coastwise trade. K-Seas customers include major oil companies and
refiners, many of which are current Kirby customers for inland tank barge services. Headquartered
in East Brunswick, New Jersey, K-Sea has major operating facilities in New York, Philadelphia,
Norfolk, Seattle and Honolulu. The acquisition of K-Sea is a great foundation from which to expand
our liquid transportation business into the U.S. Jones Act coastwise trade by extending Kirbys
tank barge service to our customers with U.S. coastwise transportation requirements.
Under the terms of the agreement, the total value of the transaction is approximately $600
million, consisting of $335 million for K-Seas equity and the refinancing of $265 million of K-Sea
debt. K-Seas common and preferred unitholders will receive $8.15 per unit in consideration in the
form of cash and Kirby common stock. K-Seas common unitholders will have the election to receive
for each common unit either $8.15 in cash or $4.075 in cash and 0.0734 of a share of Kirby common
stock. K-Seas preferred unitholders will receive for each preferred unit $4.075 in cash and 0.0734
of a share of Kirby common stock. K-Seas general partner will receive $8.15 in cash for each
general partner unit and $18 million in cash for its incentive distribution rights. The closing of
the transaction is expected to occur in June or July 2011.
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