Trailer Bridge to buy K. Corp
Trailer Bridge, Inc. (Nasdaq: TRBR) says it has entered into a definitive agreement to purchase 100% of the stock of Kadampanattu Corp. ("K. Corp.") for $32 million.
K. Corp. is wholly owned by the Estate of Malcom P. McLean, Trailer Bridge's founder.
K. Corp. owns two 736 ft, triple-deck roll-on, roll-off barges with a capacity equivalent to 405 53 ft trailer units. These vessels, built in 1984 and lengthened in 1996, are towed by very large ocean-going tugs and are believed to be among the largest non-self propelled vessels in the world.
Completion of the transaction is subject to Trailer Bridge obtaining sufficient financing and the consent of various parties. Under the agreement, Trailer Bridge will need to close on the transaction by the end of the year. While Trailer Bridge expects to close by the end of 2004, if that is not the case and if the agreement is not extended, it will expire.
Subsequent to the closing of this transaction, Trailer Bridge expects its pretax income will increase by approximately $4 to $5 million per year and its dividend requirements will decrease by approximately $1.4 million per year as a result of the following:
The two K. Corp. vessels are presently chartered to Trailer Bridge for $7.3 million per year until 2010. Upon the closing of the transaction and the cancellation of the vessel charter, Trailer Bridge will take ownership of the two vessels and replace the $7.3 million in long-term charterhire expenses with lesser amounts of depreciation and interest
K. Corp. also holds $24 million of non-convertible Series B preferred stock issued by the Trailerbridge in 2002. The closing of the transaction will create savings through the cancellation of this stock and its related annual dividend, whose current annual rate of accrual is approximately $1.4 million.
Trailer Bridge's independent directors have approved the transaction.
Trailer Bridge says it has made no final decision on how it will fund this transaction. Among other things, the company is considering a combination of secured debt on the two roll-on, roll-off vessels being acquired and additional common equity.
John D. McCown, Trailer Bridge's Chairman & CEO, stated, "This is a milestone agreement for Trailer Bridge. We now have the opportunity to close on a transaction that will become immediately and significantly accretive to both earnings and cash flow. We intend to capitalize on this under a structure that the Board of Directors and our advisors determine will best maximize shareholder value."
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