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: January10, 2007
MOTION TO EXTEND THE TERM OF THE TRUSTEE'S APPOINTMENT
Plaintiff United States of America hereby moves this Court for entry of an order extending the
Trusteeship of Judge Louis M. Phillips for an additional 60 days. In support of this motion, the
United States states as follows:
- On February 17, 2006, this Court appointed Judge Louis M. Phillips
as Trustee to effect the divestiture of the Saturation Diving Assets,
the Seaway Defender and the Midnight Carrier, in accordance with the
terms of the Final Judgment entered in this matter.
- The Trustee focused his efforts initially on the sale of the Seaway
Defender as he believed that vessel could most immediately be placed
into competitive service as a saturation diving support vessel. The
Seaway Defender is a dynamically positioned vessel with a built-in
saturation diving system, while the Midnight Carrier is an anchor-and-chain
mooring vessel capable of accommodating a portable saturation diving
- The Seaway Defender became subject to an Agreement of Purchase and
Sale ("Purchase Agreement") dated March 17, 2006. The parties thereto
signed an Amendment to the Purchase Agreement dated April 20, 2006.
- Between May and July, 2006, the Trustee worked with Cal Dive and
the acquirer of the Seaway Defender to negotiate the closing and issues
surrounding the sale of the vessel. The Trustee also communicated
with several persons about purchasing the Midnight Carrier, but none
of those discussions resulted in an executed purchase agreement.
- On August 18, 2006, the Trustee filed his report pursuant to Section
V(G) of the Final Judgment setting forth his efforts to accomplish
the required divestiture of the Seaway Defender and the Midnight Carrier,
his reasons why the required divestiture of the Midnight Carrier had
not been accomplished, and his recommendation to receive an additional
90 days to accomplish the terms of the trust.
- On August 28, 2006, the United States filed its Motion to Extend
the Term of the Trustee's Appointment and United States' Memorandum
in Support of the Motion to Extend the Term of the Trustee's Appointment
in which the United States sought to extend the Trustee's appointment
for an additional 90 days.
- The Court granted the United States' motion on October 11, 2006.
- On November 15, 2006, the Trustee filed his Fifth Report Pursuant
to Final Judgment and Recommendations Pursuant to Subsection G. of
Article V. of Final Judgment ("Fifth Report") setting forth his efforts
to divest the Midnight Carrier since the filing of his Fourth Report.
- In his Fifth Report, the Trustee described his communications with
six companies representing seven different parties interested in the
Midnight Carrier. The Trustee also described his efforts to retain
a marketing agent to assist in marketing the Midnight Carrier to additional
- On January 9, 2007, the Trustee filed his Sixth Report Pursuant
to Final Judgment and Report and Recommendations Pursuant to Subsection
G. of Article V. of Final Judgment ("Sixth Report") setting forth
his efforts to divest the Midnight Carrier since the filing of his
- In his Sixth Report, the Trustee describes his continued communications
with the parties listed in his Fifth Report, as well as communications
with one additional party. The Trustee states that he has received
written offers to purchase the Midnight Carrier from three of those
parties. The Trustee then executed a purchase and sale agreement with
one of those parties, Offshore Holding, Inc. on January 8, 2007, and
on January 9, 2007 received a representation/notice that the Earnest
Money required by the purchase and sale agreement had been wired in
accordance therewith. The Closing Deadline set forth within the purchase
and sale agreement is fourteen (14) days after execution of the purchase
and sale agreement, or January 22, 2007.
- The United States requests that the Trustee's term be extended for
60 days, subject to further order of the Court, so that the Trustee
may continue his discussions with the parties that have submitted
written purchase offers and execute a purchase and sale agreement
for the Midnight Carrier.
- Pursuant to Section V(G) of the Final Judgment, the United States
makes this motion in its sole discretion.
Jennifer L. Cihon (OH Bar # 0068404)
United States Department of Justice
325 Seventh Street, NW, Suite 500
Washington, DC 20530
(202) 616-2441 (Fax)
Dated: January 10, 2007