makesumgravy
15年前
B+H Ocean Carriers Ltd. Announces Preliminary Unaudited Results for the Second Half Year period & Year Ending December 31, 2008
Date : 03/10/2009 @ 5:40PM
Source : Business Wire
Stock : B+H Ocean Carriers Ltd. (BHO)
Quote : 2.4999 0.2999 (13.63%) @ 4:12PM
B+H Ocean Carriers Ltd. Announces Preliminary Unaudited Results for the Second Half Year period & Year Ending December 31, 2008
B+H Ocean Carriers Ltd. (AMEX: BHO) reported preliminary unaudited net income of $13.5 million or $2.00 per share basic and diluted on weighted average shares of 6,732,832 for the year ending December 31, 2008 as compared to $2.02 million or $0.29 per share basic and diluted on weighted average shares of 6,994,843 basic and 7,031,210 diluted for the year ended December 31, 2007. Net income for the six months ended December 31, 2008 amounted to $7.26 million or $1.10 per share basic and diluted on weighted average shares of 6,629,848 as compared to a loss of $5.3 million or ($0.76) per share basic and diluted on weighted average shares of 6,994,201 for the six months ending December 31, 2007.
The Company stated that its EBITDA for the 2008 year was $54.4 million vs. $40.9 million for the 2007 year, and that for the six months ending December 31, 2008, it was $29.6 million vs. $16.8 million for the six months ending December 31, 2007. The Company added that it would provide a comparative analysis of the reported results with prior periods when its audit was completed. The Company also noted that these preliminary unaudited results are subject to completion of Auditor’s review of potential impairment charges on the Company’s existing fleet. Should any such impairment charges become necessary, the Company said, it could have a material negative impact on the results discussed here.
The Company said that during the year it had completed the conversion of two tankers to geared bulk carriers – SACHEM and ALGONQUIN – and following conversion had placed them on period time charters. In both cases the charters were terminated early in October 2008 as a result of repudiatory breach by the charterer in respect of which the Company has been seeking remedies. The conversion of a third vessel from tanker to geared bulk carrier – CAPT THOMAS J HUDNER JR – was commenced in 2008 and completed in January 2009.
The Company reported that during 2008 ALGONQUIN was sold for $18 million. This sale, which was completed in January 2009, resulted in an impairment charge of $6.98 million in 2008. The previously announced sales of ACUSHNET and SACHUEST were completed in February 2008 and March 2008 respectively and resulted in an aggregate gain on sale of $13.3 million.
In anticipation of market weakness and as a hedge against its dry cargo operations, the Company said that it had purchased a number of put options linked to the Panamax Avg.4TC freight index. The options, which related to the freight index in calendar 2008 and 2009, were purchased between December 2006 and November 2007 at a range of strike prices, the highest being $67,000pd. All these contracts were sold or matured in 4th quarter 2008 for a total consideration of $23.2 million. The net gain on these contracts in 2008 was $10.7 million, with a gain of $15.4 million in 2nd half in 2008 being offset by a loss of $4.7 million in 1st half 2008.
Off hire significantly impacted the 2008 results as it did in 2007, the Company said. During 2008, there were 526 days off hire related to conversion of vessels and 148 days related to scheduled drydocking. For 2007, there were 577 days off hire for conversions and 14 days for scheduled drydocking. During the six months ended December 31, 2008, there were 221 days off hire for conversion and 99 days for drydocking, including 86 days of drydocking scheduled for 2009 but brought forward at the request of a charterer. For 2007, there were 305 days off hire for conversions and there were no days off hire for scheduled drydocking.
The Company noted that its approach of having extensive fixed rate employment on much of its fleet has continued with the extension of the time charter of one of its OBO’s for three years from October 2009 through October 2012 and of one of its tankers for two years from January 2009 through January 2011. The Company said that the previously announced Accommodation Field Development Vessel (AFDV), which was under construction in Malaysia and due to be delivered to the Company in 4th quarter 2009, was to be named SAFECOM 1. It will be classed DP2 with six thrusters and will be fitted with an 8-point mooring system for operational flexibility. It will also provide accommodation for 400 and will be capable of crane operations of up to 300T.
The Company provides EBITDA (earnings before interest expense, taxes, depreciation and amortization) information as a guide to the operating performance of the Company. EBITDA, which is not a term recognized under generally accepted accounting principles, is calculated as net income plus interest expense, income taxes (benefit), depreciation and amortization, and other non-cash gains and losses. Included in the depreciation and amortization for the purpose of calculating EBITDA is depreciation of vessels, including capital improvements and amortization of mortgage fees. EBITDA, as calculated by the Company, may not be comparable to calculations of similarly titled items reported by other companies.
makesumgravy
16年前
Date : 08/14/2008 @ 10:08PM
Source : Business Wire
Stock : B+H Ocean Carriers Ltd. (BHO)
Quote : 3.7 0.05 (1.37%) @ 8:00PM
CORRECTING and REPLACING B+H Ocean Carriers, Ltd. Announces Unaudited Results for Second Quarterly Period Ended June 30, 2008 an
Please replace the release with the following corrected version due to multiple revisions.
The corrected release reads: B+H OCEAN CARRIERS, LTD. ANNOUNCES UNAUDITED RESULTS FOR SECOND QUARTERLY PERIOD ENDED JUNE 30, 2008 AND INVESTMENT IN OFFSHORE ACCOMMODATION UNIT B+H Ocean Carriers Ltd. (AMEX: BHO) today reported unaudited net loss of $4.9 million or $(0.72) per share basic and diluted for the three months ended June 30, 2008, compared to unaudited net income of $4.3 million or $0.61 per share basic and diluted, for the three months ended June 30, 2007. EBITDA for the three months ended June 30, 2008 was $8.3 million as compared to $12.8 million for the comparable period of 2007. Basic earnings per share calculations are based on weighted average shares outstanding of 6,855,044 and 7,005,396 respectively, for the three months ended June 30, 2008 and 2007. There were no dilutive securities for the quarters ended June 30, 2008 and 2007.
The Company reported unaudited net income of $6.1 million or $0.90 per share basic and diluted for the six months ended June 30, 2008 as compared to unaudited net income of $7.3 million or $1.05 per share basic and $1.03 per share diluted, for the six months ended June 30, 2007. EBITDA for the six months ended June 30, 2008 was $29.4 million as compared to $24.1 million for the comparable period of 2007. Basic earnings per share calculations are based on weighted average shares outstanding of 6,858,410 and 6,995,999 respectively, for the six months ended June 30, 2008 and 2007. Diluted earnings per share calculations are based on weighted average shares outstanding of 7,145,279 for the six months ended June 30, 2007. There were no dilutive securities at June 30, 2008.
The Company added that it had purchased an assignment of a newbuilding contract for a 300 person, Dynamically Positioned Accommodation Unit to be delivered fourth quarter 2009, and that the entire project cost is presently expected to be approximately $40 million. The construction is being financed by approximately 15% from corporate cash and the balance with a Letter of Credit from HSH-Nordbank. The Company also stated that at present, there is no permanent financing arrangement and that it expects to obtain employment closer to the time of completion of the Unit.
The following is a discussion of our financial condition and results of operations for the six month and quarterly periods ended June 30, 2008 and 2007.
Quarter Ended June 30, 2008 (unaudited) versus June 30, 2007 (unaudited) Revenues Revenues from voyage and time charters decreased $1.1 million or 4% from the three month period ending June 30, 2007. The decrease in revenue is due to a decrease in on-hire days, a decrease in the TCE rates and a decrease in voyage days. There were 1,079 on-hire days of which 463 were voyage days in the quarter ended June 30, 2007 as compared with 1,021 on-hire days of which 315 were voyage days, in the quarter ended June 30, 2008. Revenue from voyage charters is higher due to the fact that it is recorded at the gross amount, before voyage expenses, which are the owner’s responsibility under a voyage charter. Average TCE rates decreased $1,363 from the second quarter of 2007 to the second quarter of 2008.
Voyage expenses Voyage expenses for the quarter ended June 30, 2008 increased $1.5 million or 27% from the quarter ended June 30, 2007. The increase is due to a 110% increase in bunker expense per voyage day. Voyage expenses include port, canal and fuel charges for which the shipowner is responsible on a voyage charter but not when a vessel is on either a time or bareboat charter.
Vessel operating expenses Vessel operating expenses increased $1.8 million from the three month period ended June 30, 2007 to the same period of 2008. Operating expenses on a per day basis increased 31% from the first half of 2007 to the first half of 2008. The increase is predominantly due to increases in stores expense, repairs and maintenance expense and upgrading expenses.
Vessel depreciation and amortization of deferred charges Vessel depreciation and amortization of deferred charges increased $0.2 million and $1.0 million, respectively for the quarter ended June 30, 2008 over the same 2007 period. The increase in depreciation is due to the conversion of one vessel to a bulk carrier and the purchase of one vessel in June 2007 which was offset by the sale of two vessels in the first quarter of 2008. The increase in amortization of deferred charges is due to the conversion of two additional vessels to double hulled tankers in 2007.
Consulting and professional fees and other expenses Consulting and professional fees and other expenses in the three months ended June 30, 2008 decreased $0.2 million from the same 2007 period. The decrease is due to a decrease in legal fees.
Equity in income of Nordan OBO II Inc.
Equity in income of Nordan OBO II Inc. of $0.1 million represents income from the Company’s 50% interest in an entity which is the disponent owner of a 1992-built 75,000 DWT combination carrier through a bareboat charter party. Income from the investment increased $0.2 million from the six months ended June 30, 2007 to the six months ended June 30, 2008 due to the fact that the vessel was offhire for approximately 19 days in the second quarter of 2007 as a result of main engine damage which was subject to an insurance claim that was settled in the first quarter of 2008.
Interest expense and interest income The $0.2 million (7%) decrease in interest expense for the quarter ended June 30, 2008, as compared to the same period of 2007, is due to a decrease in interest rates. The average daily interest rate for the three months ended June 30, 2007 was 5.32% versus an average daily rate of 2.59% for the same period of 2008. The effect of this decrease was offset by the fact that the average balance of long-term debt was $190.3 million for the three months ended June 30, 2007 and $218.4 million for the three months ended June 30, 2008. The decrease in interest income of $0.5 million from 2007 to 2008 is also due to the decrease in interest rates.
Loss on fair value of put option contracts In 2006 and 2007, the Company bought put options to mitigate the risk associated with the possibility of falling time charter rates. These put options do not qualify for special hedge accounting under US GAAP and as such, the aggregate changes in the fair value of these option contracts is reflected in the Company’s statement of operations. The unrealized loss on the value of the contracts totaled $4.3 million and $0.6 million for the three months ended June 30, 2008 and 2007, respectively.
Loss on fair value of interest rate swaps The Company entered into two interest rate swaps during 2005 which were required to be marked to market through the Consolidated Statements of Operations. The combined increase in the value of these swaps from April 1, 2008 to June 30, 2008 was $0.6 million. The value of the swaps increased by $0.4 million in the second quarter of 2007. The notional amount and the expiration date of one of the swaps were renegotiated in April 2008, resulting in its designation as a cash flow hedge. Accordingly, changes in the fair value of that swap were made through other comprehensive income during May and June of 2008.
Loss on fair value of foreign currency exchange contracts The Company entered into foreign currency exchange contracts in late 2007 and 2008 which are designed to mitigate the risk associated with changes in foreign currency exchange rates. The changes in the fair value of these contracts is recorded in operations. The decrease in the value of the contracts, net of settlement proceeds was $0.2 million in the three months ended June 30, 2008.
Six Months ended June 30, 2008 (unaudited) versus June 30, 2007 (unaudited) Revenues Revenues decreased $2.8 million (5%) in the six months ended June 30, 2008 over the comparable period in 2007. Time-charter equivalent (“TCE”) revenue decreased $5.2 million or 12% for the six months ended June 30, 2008 over the six months ended June 30, 2007. TCE revenue represents gross revenue less voyage related expenses (principally fuel and port costs). This measure is used to create comparability between time-charter and voyage revenues. The decrease in revenue is due to a decrease in the number of on-hire days, a decrease in the number of voyage days and a decrease in the TCE rates. Revenue from voyage charters is higher due to the fact that it is recorded at the gross amount, before voyage expenses, which are the owner’s responsibility under a voyage charter. There were 2,056 on-hire days of which 623 were voyage days, in the six months ended June 30, 2008 as compared with 2,230 on-hire days of which 892 were voyage days, in the six months ended June 30, 2007. The time charter equivalent rate decreased $895 (5%) per day.
The Company, through wholly-owned subsidiaries, acquired one medium range (“MR”) product tanker in June 2007 and sold one combination carrier and one MR tanker in the first quarter of 2008. The Company had offhire due to conversions to bulk carriers of 304 days in the six months ended June 30, 2008 and offhire related to conversions to fully compliant double-hulled vessels of 240 days in the six months ended June 30, 2007. The Company estimates that lost TCE revenue due to offhire for conversions is approximately $7.8 million for the six months ended June 30, 2008 and $4.6 million for the six months ended June 30, 2007.
Other revenue of $0.7 million and $0.5 million for the six months ended June 30, 2008 and 2007, respectively, includes $0.4 and $0.5 million earned in respect of a profit sharing arrangement on one vessel for the six months ended June 30, 2008 and 2007, respectively.
Voyage expenses Voyage expenses increased by $2.4 million (20%) in the six month period ended June 30, 2008 as compared with the same period of 2007. This increase is due to an 88% increase in bunker expenses per voyage day and to an increase in port costs. Voyage expenses include port, canal and fuel charges for which the shipowner is responsible on a voyage charter but not when a vessel is on either a time or bareboat charter.
Vessel operating expenses Vessel operating expenses increased $1.8 million from the six month period ended June 30, 2007 to the same period of 2008. Operating expenses on a per day basis increased 14% from the first half of 2007 to the first half of 2008. The increase is due to increases in crew travel and wage expenses, stores, repairs and maintenance, upgrading and bunkers consumed during off-hire periods.
Amortization of deferred charges Amortization of deferred charges increased $1.8 million for the six month period ended June 30, 2008 as compared to the comparable period of 2007. This increase is due to the cost of converting the Company’s vessels to fully compliant double-hulled vessels and bulk carriers. At June 30, 2008, the conversions of five vessels had been completed. The conversion of the sixth vessel to a bulk carrier was expected to be completed in August 2008 and the conversion of a seventh is expected to begin in August 2008.
Equity in income of Nordan OBO II Inc.
Equity in income of Nordan OBO II Inc. of $0.6 million represents income from the Company’s 50% interest in an entity which is the disponent owner of a 1992-built 75,000 DWT combination carrier through a bareboat charter party. Income from the investment increased $0.3 million from $0.3 million for the six months ended June 30, 2007 due to the fact that the vessel was offhire for approximately 19 days in the second quarter of 2007 as a result of main engine damage which was subject to an insurance claim that was settled in the first quarter of 2008.
Interest expense and interest income The $0.6 million (9%) increase in interest expense for the six months ended June 30, 2008, as compared to the same period in 2007, is due to the increase in long term debt. Outstanding debt increased from $186.3 million at June 30, 2007 to $225.3 million at December 31, 2007. Outstanding debt at June 30, 2008 was $221.1 million. The decrease in interest income of $1.1 million is due to the decrease in interest rates. The average daily interest rate for the six months ended June 30, 2008 was 2.94% versus an average daily rate of 5.29% for the six month period ended June 30, 2007.
Loss on fair value of interest rate swaps The Company entered into two interest rate swaps during 2005 which are required to be marked to market through the Consolidated Statements of Operations. The decrease in the value of these swaps from January 1, 2008 to June 30, 2008 was $0.5 million. The value of the swaps increased by $0.2 million in the first six months of 2007. The notional amount and the expiration date of one of the swaps were renegotiated in April 2008, resulting in its designation as a cash flow hedge. Accordingly, changes in the fair value of that swap were made through other comprehensive income during May and June of 2008.
Loss on fair value of put option contracts In 2006 and 2007, the Company bought put options to mitigate the risk associated with the possibility of falling time charter rates. These put options do not qualify for special hedge accounting under US GAAP and as such, the aggregate changes in the fair value of these option contracts is reflected in the Company’s Consolidated Statements of Operations. The unrealized loss on the value of the contracts totaled $4.7 million for the six months ended June 30, 2008 and $1.2 million for the six months ended June 30, 2007. The loss of value is due to the fact that the index rate on which the puts are based has increased.
Loss on fair value of foreign currency exchange contracts The Company entered into foreign currency exchange contracts in late 2007 and 2008 which are designed to mitigate the risk associated with changes in foreign currency exchange rates. The changes in the fair value of these contracts is recorded in operations. The decrease in the value of the contracts, net of settlement proceeds was $0.1 million in the six months ended June 30, 2008.
Loss on trading in marketable securities The loss on trading in marketable securities is predominantly due to the fact that the Company liquidated its position in one non-performing account.
Gain on sale of vessel The Company, through wholly owned subsidiaries, sold one MR product tanker and one combination carrier in the first quarter of 2008. The excess of the selling price over the book value of these vessels was $13.3 million.
Liquidity and Capital Resources Cash at June 30, 2008, amounted to $73.1 million, an increase of $11.4 million as compared to December 31, 2007. The increase in the cash balance is attributable to inflows from investing activities of $28.5 million, primarily related to the sale of two vessels in the first quarter which was offset by the investment in vessel conversions of $10.4 million. Outflows for operating activities were $12.0 million due to the decrease in accounts payable, predominantly related to vessel conversions. The outlows for financing activities of $5.0 million is made up of mortgage proceeds of $30.0 million less payments of long-term debt totaling $34.2 million and payments for debt issuance costs of $0.7 million.
The Company intends to continue its vessel acquisition program to expand its presence in its two current sectors, combination carriers capable of transporting both wet and dry bulk cargoes, and chemical/product carriers; however, there can be no assurance that the Company will be able to purchase any of such vessels on favorable terms or at all.
The Company’s fleet currently consists of five medium range chemical/product tankers, five combination carriers (OBOs) and a 50% interest in another OBO, one bulk carrier and one panamax product tanker. The sixth medium range product tanker is currently being converted to a bulk carrier, with delivery expected in August 2008. Eight of the vessels are employed under fixed contract employment and the remainder are operating in the spot market.
makesumgravy
16年前
Amended tender offer statement by Issuer (SC TO-I/A)
Date : 11/18/2008 @ 11:12AM
Source : Edgar (US Regulatory)
Stock : (BHO)
Quote : 3.7 0.05 (1.37%) @ 8:00PM
- Amended tender offer statement by Issuer (SC TO-I/A)
________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(l)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
_________________________
B+H OCEAN CARRIERS LTD.
(Name of Subject Company (Issuer) and Filing Person (Issuer))
_________________________
Common Stock, $0.01 par value
(Title of Class of Securities)
055090 10 4
(CUSIP Number of Class of Securities)
Deborah Patterson
B+H Ocean Carriers Ltd.
3 rd Floor, Par La Ville Place,
14 Par La Ville Road
Hamilton HM 08 Bermuda
(Name and address of agent for service)
(441) 295-6875
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
James C. Kardon, Esq.
Hahn & Hessen LLP
488 Madison Avenue
New York, New York 10022
(212) 478-7200
_________________________
--------------------------------------------------------------------------------
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee*
$3,000,000
$117.90
* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of 600,000 shares of common stock, $0.01 par value, at the maximum tender offer price of $5.00 per share.
** $39.30 per million dollars of transaction value, in accordance with Rule 0-II(b) and Release Nos. 33-8794 and 34-55682 for fiscal year 2008.
o Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $117.90 Filing Party: Issuer
Form or Registration No.: Schedule TO-1 Date Filed: October 20, 2008
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer
Check the appropriate boxes to designate any transactions to which the statement relates:
o third party tender offer subject to Rule 14d-l.
x issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule l3e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer. o
1
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SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on October 20, 2008, and amended on November 14, 2008, by B+H Ocean Carriers Ltd. (the “ Company ”), a corporation organized under the laws of Liberia, relating to the offer to purchase up to 600,000 shares, or such lesser number as are properly tendered and not properly withdrawn, of its common stock, $0.01 par value per share (the “ Common Stock ”), at a price not greater than $5.00 nor less than $4.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 20, 2008 (the “ Offer to Purchase ”) and in the related Letter of Transmittal (the “ Letter of Transmittal ”).
The information in the Offer to Purchase and the related Letter of Transmittal as previously filed is incorporated in this Amendment No. 2 by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
This Amendment No. 2 is filed to incorporate the press release dated April 19, 2006 that announced the final results of the Offer.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by inserting the following at the end thereof:
On November 18, 2008, the Company issued a press release announcing the final results of the tender offer, which expired at 12:00 midnight, New York City time, on Monday, November 17, 2008. A copy of the press release is filed as Exhibit (a)(5)(ii).
Item 12. Exhibits.
Exhibit Description
(a)(1)(i) Offer to Purchase, dated October 20, 2008.*
(a)(1)(ii) Letter of Transmittal.*
(a)(1)(iii) Notice of Guaranteed Delivery.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(1)(v) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(i) Press Release, dated October 20, 2008.*
(a)(5)(ii) Press Release, dated November 18, 2008.**
* Previously filed.
** Filed herewith.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
B+H OCEAN CARRIERS LTD.
By: /s/ Michael S.
Hudner
Michael S. Hudner
President and Chief Executive Officer
Date: November 18, 2008
3
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EXHIBIT INDEX
Exhibit Description
(a)(1)(i) Offer to Purchase, dated October 20, 2008.*
(a)(1)(ii) Letter of Transmittal.*
(a)(1)(iii) Notice of Guaranteed Delivery.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(1)(v) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(i) Press Release, dated October 20, 2008.*
(a)(5)(ii) Press Release, dated November 18, 2008.**
* Previously filed.
** Filed herewith.
makesumgravy
16年前
B+H Ocean Carriers Ltd. Announces Intent to Repurchase up to 600,000 Shares of Its Common Stock through a Modified 'Dutch Au...
B+H Ocean Carriers Ltd. (AMEX: BHO) today announced that it will commence a modified “Dutch Auction” tender offer to purchase up to 600,000 shares of its common stock at a price per share not less than $4.00 and not greater than $5.00. The tender offer is expected to begin on October 20, 2008, and to expire on November 17, 2008, at 12:00 midnight, New York City time, unless extended. BHO will purchase up to 600,000 common shares in the offer (representing approximately 8.8% of BHO’s outstanding common shares. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to that time.
On the terms and subject to the conditions of the tender offer, BHO’s stockholders will have the opportunity to tender some or all of their shares at a price within the $4.00 to $5.00 per share range. Based on the number of shares tendered and the prices specified by the tendering stockholders, BHO will determine the lowest per share price within the range that will enable it to buy 600,000 shares, or such lesser number of shares that are tendered and not withdrawn. All shares accepted in the tender offer will be purchased at the same price per share even if the stockholder tendered at a lower price. If stockholders tender more than 600,000 shares at or below the purchase price per share, BHO will purchase the shares tendered at or below the determined per share purchase price by those stockholders, subject to a preference for “odd lots” tendered, proration and certain other factors. BHO may continue after the tender offer its previously announced plan for the purchase of common shares on the open market from time to time, depending on market conditions.
The tender offer is not contingent upon any minimum number of shares being tendered. The tender offer is, however, subject to a number of other terms and conditions.
BHO’s board of directors has approved the tender offer because it believes that the modified “Dutch Auction” tender offer is a prudent use of BHO’s financial resources given its current liquidity and prospective capital requirements. Subject to certain limitations and legal requirements, BHO reserves the right to accept for payment, according to the terms and conditions of the offer, up to an additional 2% of BHO’s outstanding shares of common stock (or 136,260 shares) without amending or extending the offer. In exercising this right, we may increase the per share purchase price to allow us to purchase all such additional shares.
BHO believes that the modified “Dutch Auction” tender offer provides a mechanism to provide stockholders with the opportunity to tender all or a portion of their shares and thereby receive a return of some or all of their investment if they so elect. In addition, stockholders who do not participate in the offer will automatically increase their relative percentage ownership interest in BHO and its future operations at no additional cost to them.
None of BHO, its board of directors, the depositary or the information agent is making any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by BHO. The Company has been advised that none of its directors or executive officers intends to tender shares pursuant to the offer.
D.F. King & Co., Inc. is the information agent for the Offer. The Offer to Purchase, a letter of transmittal and related documents will be mailed shortly to stockholders of record and also will be made available for distribution to beneficial owners of BHO’s common stock. For questions and information, please call the information agent at (800) 549-6746.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF THE B+H OCEAN CARRIERS LTD. COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT BHO WILL SHORTLY BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON “SCHEDULE TO,” THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT BHO WILL SHORTLY BE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE TENDER OFFER AT 1-800-549-6746. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
makesumgravy
16年前
B+H History: Full article published: 4/29/2002
Chairman, Chief Exec. Officer and Pres
Mr. Hudner: The group started privately in 1978, organized by myself and a Norwegian partner living in Oslo, Arvid Bergvall (he's the B). We were basically picking up other people's problems and organizing partnerships to recapitalize them. And then one thing led to another and we built up a medium size private fleet, 14, 15 ships going into the mid-1980s and in 1987 we did the small public offering through Mabon Nugent, which allowed us to buy, eight ships with sort of special terms and conditions under which we had to distribute out most of the cash flow and we had a 50% share of the profits.
And then we did another company of a similar nature a year later in 1988. There were four underwriters, but the manager was Merrill Lynch. That was B+H Ocean Carriers, which is the company that I'm still involved in and continues to be listed on the American Stock Exchange. We raised $60 million in equity and we had a modest amount of leverage. I think it was $35 million, something like that from a Norwegian bank syndicate.
And we acquired the Canadian Pacific Fleet, which was a combination of handy sized bulk carriers and medium range product tankers. That was our entree into the tanker business. Today the company is almost totally a medium range product tanker company. In 1989, we did one more similar offering and we bought 10 ships there, B+H Maritime Carriers Limited, the assets of which were eventually acquired by Ocean.
And then my partner and I split up in 1992. He basically retired and he took over the original company, B+H bulk. I carried on with the interest that we had of B+H Ocean and B+H Maritime, which was about 30% of each of them. And then in 1995, we got the charters changed, which took a shareholder vote. We needed two- thirds of the outstanding shares to vote in the affirmative to change the charter so that we could start to reinvest and build the business up and not just run it as the functional equivalent of a liquidating trust, which is what we had been doing.
And then a year later I arranged for Ocean to acquire the assets of B+H Maritime, so that gets us to 1996, 1997. We did a high yield bond offering that was led by Credit Suisse First Boston and Jeffries. We raised $125 million. We bought eight ships with that. Fortunately, we chartered them out for four years on average because the whole economic engine of that offering and what we were doing with the money was driven by growth in Asia and it was less than after a month after we closed the offering that the Asian financial crisis started to unfold, so that was an unfortunate period.
We dodged a bullet for about a year and then in the second half of 1998, our marketplace got hit very hard by what was going on in Asia. The rates of the types of ships that we had came down significantly. Half of our ships were ships built in the early 1970s and they were cash flow cows as long as they were running.
But after we got into 1999, it became very difficult to employ them in a soft market. We sold them off, basically scrapped all of them and then we bought six ships from Chevron that were eight or nine years younger on average of the ships we were selling. They were about 20% larger in terms of the cargo capacity and they had been built by Chevron and Mitsubishi which is as good as it gets. So they had a tremendously strong specification and an excellent maintenance history and it was a wonderful addition to our fleet. But they were down about 45% in value from a year earlier when we bought them, so that was a very good piece of business for us. That was in 1999.
We really had to Hoover the business, I mean just suck it dry of cash to finance that acquisition in a very difficult market and we had great support from our banks, I must say. It was a very difficult time. We had to really gut it out. It was done successfully with the help of a lot of people and an increasingly mature and capable organization internally to run this kind of business, which we do principally from Singapore.
And then we were actually assisted in a funny way by the collapse of the telecommunications industry in 2000 because it caused all the high yield bond funds a lot of problems and we were able to buy back 90% of our debt at $.35 on the dollar without ever having been in default. And again, we had tremendous support from our lending banks that stepped up to the plate to help us exploit that market opportunity. So that was 2000.
In the spring of 2001, we saw about the 21-year high earnings for this type of vessel, which never lasts as long as you'd like it to. We chartered ships out as far as we could into the future and generated lots of cash flow, paid down the debts enormously. we've taken a huge amount of debt off of the balance sheet in the last 15 months. Sitting here, I don't remember the numbers exactly, but well over $100 million of debt reduction. And just the bank financing that we had in January 2001, it was $66 million, today it's $40 million and its going to be $35 million in a couple of months.
So we have been cleaning up the balance sheet basically. Now we're in an environment that has changed once again and frankly the market relative to where it was a year ago, it's quite soft, but it's not so soft in historical terms. At the same time, we're looking to expand the business.
We are the 11th largest owner out of about 263 owners of the type of ship that we have, medium range product tankers. We specialize in the transportation of refined petroleum products. So we're actually presently looking for some financing to assist with our acquisition program. Principally sub debt as opposed to equity.
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