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Kirby Inks Deal To Acquire Penn Maritime - Quick Facts

Kirby Corp (KEX) announced that it has agreed to acquire Penn Maritime Inc. and Maritime Investments LLC for about $295 million (before post-closing adjustments and transaction fees) and will consist of cash, Kirby common stock and the retirement of Penn's debt. The closing of the transaction is expected to occur in mid-to-late December 2012.

Under terms, the total value of transaction consisting of $180 million for all of voting and nonvoting equity interests in Penn Maritime Inc and Maritime Investments and about $115 million for retirement of Penn's debt.

The $180 million consideration paid to Penn equity holders will include a combination of cash of about $152 million and 500,000 shares of Kirby 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.

Joe Pyne, Kirby's Chairman and Chief Executive Officer, "In connection with the acquisition, Kirby expect to incur one-time transaction fees that will impact our earnings per share in 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 new unsecured fixed rate senior notes are scheduled to close in mid-December and provide for $500 million in fixed rate debt with $150 million at a 7-year maturity and $350 million at a 10-year maturity. Kirby anticipates drawing up to $300 million for the closing of Penn prior to year end, with the balance drawn in February 2013 to replace the $200 million of senior notes due February 27, 2013.

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