December 18, 2016
TRAILER BRIDGE ANNOUNCES EXPIRATION AND FINAL RESULTS OF ITS EXCHANGE AND TENDER OFFERS
Trailer Bridge, Inc. (the “Company”) today announced the final results of its previously announced offers to acquire all of the outstanding secured notes due 2017 of the Company (the “Notes”) in exchange for shares of common stock of the Company (the “Exchange Offer”) or cash (the “Tender Offer” and, together with the Exchange Offer, the “Offers”). The Offers expired at 5:00 p.m., New York City time, on December 16, 2016 (the “Expiration Time”). The terms and conditions of the Offers are set forth in the Exchange and Tender Offer Memorandum, dated October 7, 2016, as amended by the Company’s press releases dated November 4, 2016, November 18, 2016, December 2, 2016 and December 9, 2016 (the “Offer Memorandum”) and the related letter of transmittal (the “Letter of Transmittal”).
The table below sets forth the principal amount of Notes validly tendered in each of the Offers and the aggregate consideration payable with respect to the Notes under each respective Offer. The Company has accepted all of the Notes tendered in the Offers, subject to the terms and conditions set forth in the Offer Memorandum and the Letter of Transmittal.
Offer |
Principal Amount Validly Tendered at or Prior to the Expiration Time |
Aggregate Consideration |
Exchange Offer |
$115,670,767.17 |
914,823 shares of common stock of the Company1 |
Tender Offer |
$5,991,368.00 |
$2,995,684.00 |
(1) Does not reflect minimal cash amounts to be paid to holders of such Notes in lieu of issuing fractional shares, if applicable.
Upon the terms and subject to the conditions set forth in the Offer Memorandum and the Letter of Transmittal, payment of the applicable consideration for Notes accepted for purchase is expected to occur on December 23, 2016 (the “Settlement Date”). The Company reserves the right, in its sole discretion, to not accept any tender for any reason or to re-open, amend or terminate the Offers, in its sole discretion.
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THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. THE OFFERS WERE MADE ONLY PURSUANT TO THE OFFER MEMORANDUM AND THE RELATED LETTER OF TRANSMITTAL.
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About Trailer Bridge
The Company is an integrated trucking and marine freight carrier that provides freight transportation between the continental U.S., Puerto Rico, the Dominican Republic and other Caribbean Islands. The Company was the first company serving markets governed by the Jones Act to exclusively operate marine vessels fully configured to carry 40-foot and 53-foot long, 102-inch wide, “high-cube” equipment. The Company also utilizes tug/barge vessels to help achieve lower costs per unit mile at sea compared to traditional self-propelled vessels.
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Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. These statements are based on certain assumptions and analyses the Company has made in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. The information contained in this press release identifies important factors that could cause such differences. The Company undertakes no obligation to update any of its forward-looking statements.
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Contact: Mitch Luciano, President & CEO, (904) 751-7436