ITEM 7.01 REGULATION FD DISCLOSURE.
Letter of Intent for Articulated Tug-Barge Unit
On September 19, 2007, K-Sea Transportation Partners
L.P., a Delaware limited partnership (the “Partnership”) announced that it has
entered into a letter of intent with the Manitowoc Marine Group to construct a
185,000 barrel articulated tug-barge unit.
The expected cost is between $68 million to $70 million with delivery
projected for the fourth quarter of calendar 2009. The Partnership also has an agreement in
principle for a long-term charter for the unit with a major customer that is
expected to commence upon delivery. The
letter of intent, which includes an option to build a second unit of similar
design and cost, is subject to various conditions, including the execution and
delivery of definitive agreements with respect to the construction of the unit.
Commencement of Public Offering
On September 20, 2007, the Partnership announced that
it intends to commence a public offering of 3.0 million common units representing
limited partner interests. The
Partnership intends to grant the underwriters a 30-day option to purchase a
maximum of 450,000 additional common units to cover over-allotments. The Partnership expects to use the proceeds
of the offering to repay indebtedness.
Lehman Brothers Inc., Citigroup Global Markets Inc.
and UBS Securities LLC are serving as joint book-running managers for the
offering. When available, copies of the
prospectus supplement and accompanying base prospectus relating to the offering
may be obtained from the offices of Lehman Brothers Inc., c/o Broadridge,
Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717,
fax: (631) 254-7140, email: qiana.smith@broadridge.com, fax: 631-254-7140;
Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220;
and UBS Investment Bank, Prospectus Department, 299 Park Avenue, New York, NY
10171, phone: 212-821-3000.
The common units are being offered pursuant to an
effective shelf registration statement that K-Sea previously filed with the
U.S. Securities and Exchange Commission.
The press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any state.
Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements, which include any statements that are not historical
facts, such as the Partnership’s expectations regarding the cost and expected
delivery date of the articulated tug-barge unit, the ability to enter into
mutually agreeable definitive agreements with respect to the construction of
the unit, and the acceptance of the unit upon delivery by the charter party.
These statements involve risks and uncertainties, including, but not limited
to, cost overruns or delays in the construction of the unit, potential changes
in customer specifications or expectations, possible disagreements with
Manitowac Marine Group in negotiations with respect to definitive construction
agreements, modification or elimination of the Jones Act and adverse
developments in the marine transportation business and other factors detailed in
the Partnership’s Annual Report on Form 10-K and other filings with the
Securities and Exchange Commission. If one or more of these risks or
uncertainties materialize (or the consequences of such a development changes),
or should underlying assumptions prove incorrect, actual outcomes may vary
materially from those forecasted or expected. The Partnership disclaims any
intention or obligation to update publicly or revise such statements, whether
as a result of new information, future events or otherwise.
This
information is furnished pursuant to Item 7.01 of this report and shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into a
filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
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