IN THE UNITED STATES DISTRICT COURT|
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
CAL DIVE INTERNATIONAL, INC.,
STOLT OFFSHORE S.A.,
STOLT OFFSHORE, INC., and
S&H DIVING, LLC,
CASE NO. 1:05CV02041
JUDGE: Emmet G. Sullivan
DECK TYPE: Antitrust
FILED: May 4, 2006
TRUSTEE'S REPORT PURSUANT TO
NOW COMES Louis M. Phillips ("Trustee"), appointed pursuant to the Final
Judgment entered January 12, 2006 (the "Judgment"), who submits the following
report pursuant to subsection F. of Article V of the Judgment.
Trustee was appointed pursuant to an Order of this honorable Court entered
on the docket of this proceeding as docket entry 15, on February 17, 2006.
Subsequent to the Trustee's appointment the Trustee has been engaged in
acquiring information concerning the Saturation Diving Assets.(1)
After his Appointment, Trustee reached agreement with Cal Dive as to
compensation to be paid the Trustee, so as to avoid future proceedings before this
Court regarding the reasonableness of Trustee compensation and reimbursement.
This compensation agreement has been approved by the United States.
The focus of Trustee's initial work has been upon the M/V Seaway Defender.
Trustee has been advised by Cal Dive(2)
and by the United States that the Torch Saturation Diving System was
sold by Cal Dive prior to the appointment of Trustee, that the M/V Midnight
Carrier was not operating, and that the M/V Seaway Defender was being
operated by Cal Dive and was therefore the most important asset to be
placed into competition through divestiture.
The M/V Seaway Defender is subject to an Agreement of Purchase and Sale,
dated March 17, 2006, which agreement has been amended by an Amendment to
Agreement to Purchase and Sale, dated April 20, 2006 (collectively the agreement
and amendment thereto are referred to as the "Purchase Agreement"). Cal Dive is
a signatory to the Purchase Agreement. The United States has been advised as to
the identity of the prospective Acquirer under the Purchase Agreement, and has
given Trustee preliminary approval of the Acquirer. Presently the M/V Seaway
Defender is not being operated by Cal Dive, and the prospective Acquirer is
obtaining dry dock availability for the purpose of conducting the dry dock
inspection described within the Purchase Agreement.
Trustee has requested of Cal Dive information in its possession concerning
the M/V Midnight Carrier, to provide Trustee with information necessary to the
commencement of the marketing of that vessel.
This report, submitted pursuant to subsection F. of Article V of the Judgment
is submitted as a consolidated report covering the first two months subsequent to
the appointment of Trustee.
The parties with whom the Trustee has had contact regarding the M/V
Seaway Defender, and the nature of the contracts are set forth as follows:
- Epic Divers, Inc., 1841 Enterprise Drive, Ste. 200,
Harvey, LA 70058. Epic is the signatory under the
Purchase Agreement as Purchaser, and is the
potential Acquirer under the Purchase Agreement.
- Miller Divers, Inc., P.O. Box 1003, Fairhope AL 36533.
Miller Divers contacted the Trustee expressing
interest in the vessel, was provided information
concerning the Judgment, the location of the vessel,
and the contact within Cal Dive with whom
arrangements could be made to view the vessel.
Miller Divers subsequently advised Trustee that it
should be deleted from the list of interested parties.
- Hydro Dive Nigeria, Ltd., 19 B Festival Road, Victoria
Island, Lagos, Nigeria. The Trustee received a
purchase offer from Hydro Dive and communicated
the offer to the United States for review, as the offer
was received within the Solicitation Period (as that
term is defined within the Purchase Agreement).
Trustee was advised by the United States that counsel
would not recommend that the United States approve
Hydro Dive as an Acquirer under the Judgment, and
Hydro Dive was so advised by Trustee. Given the
advice of the United States, the offer from Hydro
Dive was not considered by Trustee to be an
Acceptable Competing Offer (as that term is defined
within the Purchase Agreement).
- Superior Offshore International, Inc., 900 College
Road, Suite 301, Lafayette, LA 70503. Trustee
received an expression of interest from Superior
Offshore, and provided to both Cal Dive and the
United States details concerning this expression of
interest. Trustee worked with Cal Dive to facilitate
inspection of the M/V Seaway Defender by Superior
Offshore. An inspection of the vessel was scheduled
and Trustee advised Superior Offshore that a
proposal should be submitted as quickly after the
inspection as possible. Trustee did not receive further
communication from Superior Offshore subsequent to
the date of the scheduled inspection.
- J.W. Bourgault and Associates, 2707 Highland Fern
Court, Kingwood, Texas 77345. Subsequent to the
execution of the Agreement of the Purchase and Sale
(and prior to the execution of the Amendment to
Agreement of Purchase and Sale), Trustee
communicated with a representative of J.W.
Bourgault and Associates concerning the possible
interest of a Client of J.W. Bourgault and Associates in
purchasing the M/V Seaway Defender. The Trustee
advised that the vessel was under contract but that
given the provisions of the Purchase Agreement
allowing for termination under certain circumstances,
the vessel would be made available for inspection,
subject to the terms of the Purchase Agreement.
Trustee provided the contact information of the
person to be contacted at Cal Dive to arrange an
inspection of the vessel. The representative of J.W.
Bourgault and Associates also expressed interest in a
vessel not subject to the Judgment and was advised
by Trustee of the absence of authority to discuss
assets outside the scope of the Judgment. Trustee also
offered to provide information concerning the M/V
Midnight Carrier, but has received no expression of
interest in the marine vessel Midnight Carrier from
J.W. Bourgault and Associates.
- Marcon International, Inc., P.O. Box 1170, 9 NW Front
St., Coupeville, WA 98239-1170. Marcon
International, apparently a broker of vessels,
contacted Trustee with an expression of interest in
obtaining a brokerage arrangement in connection
with the possibility of brokering a purchase by a
client. Marcon International was advised by Trustee
that the vessel was under contract, and that should
the Purchase agreement be terminated, or the sale
contemplated within the Purchase agreement not
close, that Trustee would keep the address for the
purpose of future communications. Marcon
International was advised about the prospect of
marketing the M/V Midnight Carrier, and Trustee
may, but is under no obligation to, contact Marcon
International in that regard.
The Purchase Agreement provides an expected closing deadline prior to June
Trustee has maintained all written and e-mail communications concerning
efforts to sell the Saturation Diving Assets.
Prior to submission of this report, Trustee has provided it to the United States
and Cal Dive for review.
Baton Rouge, Louisiana, this 3rd day of May, 2006
Louis M. Phillips, Trustee
1. Capitalized terms not expressly defined have
the definition given to them within the Judgment.
2. Subsequent to the Appointment of Trustee, Cal
Dive changed its corporate designation to Helix Energy Solutions Group,
Inc. Given that Cal Dive is a defined term within the Judgment it will
be used within this report.