Ultrapetrol Announces Closing of Investment Agreement With Southern Cross
Appoints New Board Members
NASSAU, Bahamas, Dec. 12, 2012 (GLOBE NEWSWIRE) -- Ultrapetrol (Bahamas)
Limited (Nasdaq:ULTR), an industrial transportation company serving marine
transportation needs in three markets (River Business, Offshore Supply
Business and Ocean Business), announced today the closing of its previously
announced investment agreement with Sparrow Capital Investments, Ltd
("Sparrow"), a subsidiary of Southern Cross Latin America Private Equity Funds
III and IV ("Southern Cross"). Ultrapetrol sold 110,000,000 shares of newly
issued common stock to Sparrow at a purchase price of $2.00 per share. The
Company received proceeds of $220 million from the transaction. Prior to
closing of the transaction, Sparrow waived the condition to closing that
required the Company to obtain a waiver of certain repurchase rights by
holders of the Company's Convertible Senior Notes due 2017 (the "Convertible
Net proceeds from the investment will strengthen the Company's balance sheet
and be used for general corporate purposes, including financing growth
opportunities in Ultrapetrol's Offshore Business Unit in Brazil. As previously
announced, the transaction was approved by a special committee of
Ultrapetrol´s Board of Directors comprising two disinterested directors that
received a fairness opinion, in accordance with the Company´s Articles and
Memorandum of Association.
Ultrapetrol also announced that it has appointed Horacio Reyser and Gonzalo
Alende Serra to its board of directors, effective immediately, following the
resignation of Leonard J. Hoskinson and Michael C. Hagan. In addition, in
connection with the investment agreement between Sparrow and the Company
executed on November 13, 2012, the Company (1) made certain amendments to its
Articles and Memorandum of Association at the time of closing, and (2) entered
into a registration rights agreement for the shares purchased by Sparrow and
shares currently owned by two existing shareholders of the Company.
Felipe Menéndez, Ultrapetrol's President and Chief Executive Officer, said,
"Southern Cross Group has a history of successfully working with companies in
South America to achieve their long-term goals, and we look forward to having
them as a partner. With this investment, we have secured $220 million in
additional equity which significantly strengthens our balance sheet and
enhances our ability to execute our growth strategy.
"Additionally, we are pleased to have appointed Mr. Reyser and Mr. Alende to
our board as we continue to capitalize on attractive opportunities in our
River and Offshore Businesses. I would like to thank Mr. Hoskinson and Mr.
Hagan for their service as board members and their dedication over many years
to the Company´s interests."
Horacio Reyser is a partner with Southern Cross and has been with the firm
since 1998. Prior to joining Southern Cross, Mr. Reyser worked for INFUPA, a
regional M&A advisory firm. Mr. Reyser also worked for the Techint Group,
initially in strategic planning at Tenaris-Siderca and later at
Siderar-Ternium, where he focused on a wide variety of operational projects
and strategic acquisitions. Mr. Reyser holds a degree in Industrial
Engineering from Instituto Tecnologico de Buenos Aires (ITBA) and completed an
Advanced Management Program at Harvard Business School.
Gonzalo Alende Serra joined Southern Cross in 2007 after a 16-year career
working in finance at several world-class companies with a regional focus.
Prior to joining Southern Cross, Mr. Alende served as Compliance Manager and
Global Risk Manager for Tenaris from 2003 to 2006 and Vice President, Investor
Relations for Impsat in 2002. Prior to that, he worked as a management
consultant with Arthur D. Little and McKinsey and as an auditor with
PricewaterhouseCoopers, then Price Waterhouse. Mr. Alende received his
Accounting degree from the Universidad de Belgrano in Buenos Aires, and his
MBA from the University of London (Imperial College). He is a CFA
Following the new appointments, the board of directors comprises seven
members. In addition to the two new appointments, being the Southern Cross
Group nominees, the following existing directors remain on the board: Felipe
Menendez Ross, Ricardo Menendez Ross, Fernando Barros Tocornal, Eduardo Ojea
Quintana and George Wood. Mr. Wood will continue to serve as an independent
director and sole member of the audit committee.
Under the indenture governing the Convertible Notes (the "Indenture"), the
sale of the shares to Sparrow represents a "Fundamental Change" (as defined in
the Indenture), which gives each holder of Convertible Notes the right to
require the Company to repurchase all of its Convertible Notes on the
Fundamental Change Repurchase Date (as defined in the Indenture) at par plus
accrued but unpaid interest. The Company will provide notice of the
Fundamental Change to the holders of the Convertible Notes in accordance with
the provisions of the Indenture.
Ultrapetrol is an industrial transportation company serving the marine
transportation needs of its clients in the markets on which it focuses. It
serves the shipping markets for containers, grain and soya bean products,
forest products, minerals, crude oil, petroleum, and refined petroleum
products, as well as the offshore oil platform supply market with its
extensive and diverse fleet of vessels. These include river barges and
pushboats, platform supply vessels, tankers and two container feeder vessels.
More information on Ultrapetrol can be found at www.ultrapetrol.net.
The Ultrapetrol (Bahamas) Limited logo is available at
About Southern Cross Group
Southern Cross is a private equity firm founded in 1998 to make investments in
Latin American companies that have significant potential for improved
performance and growth. Since inception, Southern Cross has raised over $2.5
billion and has invested in over 30 companies in a wide range of industries,
including consumer goods, retail, homebuilding, entertainment, logistics,
pharmaceuticals, energy, oil & gas, public services, IT, and telecom. Southern
Cross seeks to deliver superior returns by the optimization of companies'
strategic direction and operating performance. As a result of its extensive
regional experience, Southern Cross is well-positioned to identify and
capitalize on high quality investment opportunities in Latin America.
The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict
and are beyond our control, we cannot assure you that we will achieve or
accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our
view, could cause actual results to differ materially from those discussed in
the forward-looking statements include future operating or financial results;
pending or recent acquisitions, business strategy and expected capital
spending or operating expenses, including dry docking and insurance costs;
general market conditions and trends, including charter rates, vessel values,
and factors affecting vessel supply and demand; our ability to obtain
additional financing; our financial condition and liquidity, including our
ability to obtain financing in the future to fund capital expenditures,
acquisitions and other general corporate activities; our expectations about
the availability of vessels to purchase, the time that it may take to
construct new vessels, or vessels' useful lives; our dependence upon the
abilities and efforts of our management team; changes in governmental rules
and regulations or actions taken by regulatory authorities; adverse weather
conditions that can affect production of the goods we transport and
navigability of the river system; the highly competitive nature of the
oceangoing transportation industry; the loss of one or more key customers;
fluctuations in foreign exchange rates and devaluations; potential liability
from future litigation; and other factors. Please see our filings with the
Securities and Exchange Commission for a more complete discussion of these and
other risks and uncertainties.
ULTR – G
CONTACT: The IGB Group
Leon Berman / David Burke
212-477-8438 / 646-673-9701
firstname.lastname@example.org / email@example.com
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