NASSAU, Bahamas, Dec. 21, 2010 (GLOBE NEWSWIRE) -- Ultrapetrol (Bahamas) Limited (Nasdaq:ULTR) (the "Company") announced today the pricing of its offering of $70 million aggregate principal amount of convertible senior notes due 2017 (the "notes"), which was previously announced as $60 million aggregate principal amount of notes. The notes will be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and non-U.S. persons in accordance with Regulation S promulgated under the Securities Act, by the initial purchasers of the notes. The Company has also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $10 million aggregate principal amount of notes, solely to cover overallotments. While the Company currently does not have any binding commitments or definitive agreements to enter into potential acquisitions, the Company intends to use the net proceeds of this offering to expand its PSV operations in Brazil, including the potential construction or acquisition of additional vessels; support the development of its river container trade, including potential acquisitions or the construction of additional vessels; accelerate the construction of additional new river barges in its shipyard; and for general corporate purposes. Prior to deployment of the proceeds from the offering of the notes as set forth above, they will be held for general corporate purposes. The notes will mature on January 15, 2017 and will bear interest at a fixed rate of 7.25% per year, payable on January 15 and July 15 of each year, beginning July 15, 2011. The notes will be senior, unsecured obligations of the Company. On and after January 15, 2015, and prior to the maturity date, the Company may redeem the notes for cash if the sale price of the Company's common stock equals or exceeds 130% of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the Company delivers notice of the redemption. The redemption price will equal 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a fundamental change, holders of the notes will have the right, at their option, to require the Company to repurchase their notes in cash at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Subject to approval by shareholders, the notes will be convertible into shares of the Company's common stock and cash in lieu of fractional shares until the close of business on the business day immediately preceding the maturity date. The Company's Board of Directors has authorized the required corporate actions to hold in January 2011 the necessary shareholder meeting to obtain approval of the issuance of the common stock into which the notes are convertible and has set a record date for the meeting of December 31, 2010. Shareholders representing more than 70% of the voting power of the Company's outstanding common stock have entered into a binding agreement to vote all of their shares in favor of the issuance of the common stock at the above-mentioned shareholder meeting. The initial conversion rate will be 133.1691 shares of the Company's common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $7.51 per share of the Company's common stock), representing a 22.5% conversion premium over the last reported sale price of the Company's common stock on The NASDAQ Global Market on December 20, 2010. The conversion rate will be subject to adjustment upon the occurrence of certain events. In addition, the Company may be obligated to increase the conversion rate in connection with any conversion that occurs in connection with certain corporate events, including the Company's calling the notes for redemption.This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes or any common stock issuable upon conversion of the notes, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum. The notes and any shares of the Company's common stock issuable upon conversion of the notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The Ultrapetrol (Bahamas) Limited logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3164Safe Harbor This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including the satisfaction of the closing conditions contained in the purchase agreement between the Company and the initial purchasers, the negotiations between the Company and the initial purchasers regarding the terms of the notes, either of which could change as a result of various market conditions. As a result of these risks, uncertainties and other factors, actual results could differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. Other risks that could impact the offering are described in detail in the Company's Annual Report on Form 20-F for the year ended December 31, 2009 as filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update any such forward-looking statements. ULTR-F
CONTACT: The IGB Group Leon Berman 212-477-8438 email@example.com David Burke 646-673-9701 firstname.lastname@example.org