Harvey Gulf $1 billion credit facilty rated B1 by Moody's

harvey gulf two 344JUNE 4, 2013 — Moody's Investors Service assigned a first time corporate family rating (CFR) of B1 to HGIM Corp (Harvey), and a B1 rating to the company's proposed credit facility consisting of $250 million revolver and $750 million Term Loan B. Proceeds from the financing transaction will be used to refinance $534 million of existing debt, acquire nine offshore supply vessels (OSV) and fast service vessels from Gulf Offshore Logistics, LLC (GOL) for $189 million, adjust for acquisition related excess working capital, and pay related fees and expenses. Harvey expects to acquire two additional OSVs from GOL at a later date for a total acquisition consideration of $268 million. The assigned first-time ratings are subject to Moody's review of final terms and conditions of the transaction which is expected to close by mid-June 2013. Moody's says that the rating outlook is stable.

Harvey Gulf International Marine CEO CEO Shane Guidry commented, "I’m very pleased with the Moody’s rating my company has received. The public rating will assist me in continuing to grow Harvey in order to meet our client’s demands while increasing our EBDITA to over $500 million in 2016, through additional newbuilds and acquisitions."

RATINGS RATIONALE

Moody's says that the B1 CFR reflects Harvey's modest size (with expected 2013 revenues of $280 million pro forma for acquisition); primary geographic concentration in Gulf of Mexico (GOM); relatively short track record as a company with sizable assets and fleet size; customer concentration with top three customers accounting for over 60% of total revenues; exposure to crude oil and natural gas price cycles which drive the levels of offshore exploration and production (E&P) activity; and low likelihood of debt reduction over the next 12-18 months given the expectation of increased capex from new vessel builds.

At the same time, the B1 CFR also recognizes Harvey's significant position as a provider of Jones Act OSV and ocean towing vessel (OTV) services in the GOM where activity is expected to remain robust at least through 2015; existing long-term charters for most of its fleet; high quality fleet of vessels with average OSV fleet age of four years; good EBITDA margins; and deepwater focus. Currently strong industry fundamentals in its primary geographic market are likely to keep demand high for Harvey's OSV services, and potentially allow for some margin expansion through day-rate increases as the contracts on vessels acquired from GOL are negotiated.

Harvey's revolver and term loan B are rated B1 (LGD3, 34%). The credit facilities benefit from a first lien on substantially all of the company's assets and comprise the vast majority of the debt in the company's capital structure, and are thus rated in line with the company's CFR. A higher than normal family recovery rate has been utilized to recognize the all first lien bank debt capital structure of the company and good collateral coverage.

Pro forma for these financing and acquisition transactions, Harvey is expected to have a adequate liquidity profile with a modest cash balance and $250 million revolver availability at the close of the financing transaction. Moody's expects the company to utilize at least half of its revolver over the next 12-18 months to fund its newbuild program. Financial covenants under the credit facility are expected to be total leverage ratio of no greater than 5.75x through June 2015 with future step downs, and fixed charge coverage and asset coverage ratios of at least 1.10x and 1.15x, respectively. Moody's expectz Harvey to remain in compliance with the covenants at least through 2014. There are no debt maturities until June 2018 when the revolver matures. Since the almost all of the current and future fleet of vessels is expected to be pledged as collateral for the secured credit facility, Harvey would have limited alternative venues for asset sales as sources of backup liquidity, if needed. Also given the required funding of the newbuild program, Harvey will have little room to do any significant acquisitions under the existing credit facility.

Harvey's stable outlook reflects Moody's expectation that the company will maintain its EBITDA margins and good safety record, positive fundamentals in the GOM E&P activity will allow for absorption of additional servicing capacity expected to come online due to significant new vessel build programs undertaken by Harvey's competitors; and that the management will successfully handle any operational complexities arising from the material increase in its fleet size.

At this time, an upgrade is unlikely mainly because of the company's limited scale and revenue concentration. However, an increase in geographic diversification and asset base, a larger worldwide market share, and Debt/EBITDA sustained below 3.5x could result in an upgrade. On the other hand, further increase in leverage, caused by either a severe market contraction or heavily debt funded growth in the fleet, with Debt/EBITDA sustained over 5x beyond 2013 could result in a downgrade.

The principal methodology used in this rating was the Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

HGIM Corp. provides vessel services to support offshore exploration and production efforts predominantly in the Gulf of Mexico. With the acquisition of nine vessels from Gulf Offshore Logistics, LLC, the company would have a fleet of 35 vessels (27 OSVs and 8 OTVs).

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