NOVEMBER 28, 2012 — Houston-headquartered Kirby Corporation (NYSE: KEX) is to acquire Penn Maritime Inc. and Maritime Investments LLC, which operates a 1.9 million barrel fleet of 18 heated, double-hulled tank bargesand 16 tugboats along the U.S.East and Gulf Coasts.
Kirby values the deal at about $295 million, including approximately $115 million for the retirement of Penn's debt. The $180 million consideration paid to Penn equity holders will include a combination of cash of approximately $152 million and 500,000 shares of Kirby common stock.
The transaction will be financed through a combination of borrowing under Kirby's revolving credit facility, issuance of new unsecured fixed rate senior notes, and the issuance of Kirby common stock. The deal is expected to close in mid-to-late December 2012.
Penn's tank barge fleet has an average age of approximately 13 years carrying a product mix that consists primarily of refinery feedstocks, asphalt and crude oil. Penn's customers include major oil companies and refiners, nearly all of whom are current Kirby customers for inland tank barge services.
Joe Pyne, Kirby's Chairman and Chief Executive Officer, commented, "We are pleased to announce our agreement with Penn Maritime. Penn is a well-respected U.S. Jones Act coastal tank barge operator with a well-maintained fleet, and earns the majority of its revenue from term contracts with blue chip domestic and international oil and refining customers. Penn's fleet will extend our coastal product capabilities, particularly transporting asphalt, which we expect to benefit from the need to repair and upgrade aging highway infrastructure throughout the United States. Penn also has vessels operating in the Gulf Coast crude oil trade which is benefiting from the production and transport of shale-based crude, particularly out of the Eagle Ford shale formation."
Mr. Pyne further commented, "We expect this transaction to close in mid-to-late December of this year. In connection with the acquisition, we expect to incur some onetime transaction fees that will impact our earnings per share in the fourth quarter of 2012. For 2013, we expect Penn to be accretive to our earnings per share, inclusive of added interest costs and dilution from stock issuance, in the range of $0.12 to $0.18. The accretion range is dependent upon integration, synergies, purchase price allocation and market conditions."