EX-99.2 12 h56953exv99w2.htm INVESTOR PRESENTATION exv99w2
Exhibit 99.2
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Acquisition of May 16, 2008

 


 

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-9 Transaction Overview

 


 

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-10 Transaction Overview solutions DeepOcean is a leading contractor of subsea services, including IMR, survey, light construction and seabed trenching servicesOffer has been recommended by the DeepOcean Board of Directors Senior management supports transaction and will continue in existing positions DeepOcean will be the subsea division of Trico Leverage Trico’s global footprint and relationships Trico Marine Services (“Trico”) acquired 51.5% of DeepOcean at NOK32.00 per share 3Trico will make a mandatory cash offer to the remaining shareholders at NOK32.00 3 3Price reflects a premium of 28% to yesterday’s close Combined company will provide integrated subsea solutions by offering vessels, services and expertise Trico can accelerate the growth of DeepOcean 3 3 From ships and services to

 


 

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-11 Trico Group Going Forward TRENCHING (1) Flexible product installation            Oil and gas pipeline installation 114 mm Marine trenching and ploughing 3 3 3 3 Telecom cable installation Decommissioning 3 Darlington, UK 3 $ 3 AND SUPPLY (towing TOWING Platform and rig supply Towing of drilling rigs            fshore drilling activity 226 mm — 3 3 3 O and supply) 3 Number of rigs/platforms (supply) 3 Houston, USA 3 $ SUBSEA (1)(2) IMR Survey Decommissioning            Subsea vessels Development of subsea pipeline and production infrastructure Decommissioning of subsea infrastructure            Haugesund, Norway 219 mm 3 3 3 3 3 3 33 $ Services            Primary Drivers            Headquarters 2007 Revenue Acergy Subsea 7 Alcatel/Lucent            North Sea Southeast Asia 3 3 3 3 3 StatoilHydro ExxonMobil PEMEX            Petrobras North Sea West Africa Mexico Southeast Asia Brazil U.S. Gulf of Mexico 3 3 3 3 3 3 3 3 3 3 StatoilHydro PEMEX Petrobras            North Sea Mexico Brazil 3 3 3 3 3 3 Significant Customers            Geographies

 


 

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-12 Pro Forma Business Mix 2007A Segment Revenue Trico Today Pro Forma Subsea 11% Subsea vs. OSV OSV 89% Subsea 62% rds Faster growth, higher margins, longer contracts, fewer competitors Acceleration of strategy Subsea vessels and services contribute approximately 2/3 of pro forma revenue 3Subsea services represent 60% of pro forma 2007 revenue Increases international diversification, with domestic revenue representing only 10% 3 Vessel 100% Services vs. Vessel Domestic International vs. Domestic Total Revenue = mm $255 Total Revenue = mm $588 Public filings. Based on average 2007 NOK/USD exchange rate of 5.828x. Source: Note:

 


 

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-13 Overview of Subsea Strategy and DeepOcean

 


 

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-14 Subsea Demand Drivers buildout of subsea infrastructure IMR services required over life of the field once wells brought onstream Long-term demand for subsea services will follow the 3 Subsea Infrastructure Buildout and Spending d lle ta s in ls a ilic b m u n tio c u d o r p a e s b u — s M M $         .) g k p r o s n e , s d s e lle k a o t h s : (c in d ls o a l p ilic o b r t m n u o s c n ld io o & t if s c n e u a d e o m tr r a a p e e a s s e b b s u u b s s u - — s M M -M M m $ $ K 4 0 0 0 3 5 0 0 3 0 0 0 2 5 0 0 2 0 0 0 1 5 0 0 1 0 0 0 5 0 0 0 g k l p o r t n o c e e — tr M M $ ) te la -P , J A , UT U , H P S C , M r e p m , ju s d a le g in (fly r a e y m a e r t s n o y b ) s n tio le p m o ll c e w ( s e e r t a e s b u . s No Wells Brought Onstream98% Growth in Subsea Infrastructure - WellsSubseaNo. of 1,890 1,189 1 9 9 6 — 2 0 0 1 2 0 0 2 — 2 0 0 7 A f r i c a / M e d i t . a c i r e m A .

 


 

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-15 Subsea Services and Offshore Markets CapEx ·andand mapping trenchingsupply vessels (construction) product Seabed Marine ploughing Towing Vessel Subsea ROVs Flexible installation · OpEx ·support supply Seismic Vessel ·maintenanceand operations inspection stimulation wellsupply repair Pipeline Inspection, andLight intervention Vessel · ·structure andburial Survey Cutting removal Pipe · Trico Presence Today Trico Group Presence Pro Forma

 


 

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-16 Integrated Subsea Market Positioning - Solutions Provider Characteristics Business ·TBD supply -model growthentry/fragmented intensive revenue demand differentiation to ratebarriers Asset Day Strong Limited Low · ·model OpEx and expertise, “solutions-revenue CapEx for spread within entry through intensiveto equipment record driven plustrack asset rate demand barriers for Differentiation Less Day High High lower based” Technology · 12.2x ·and more(expertise risk driven, entry intensive turn-key CapEx differentiated to barriers Asset Lump-sum Principally volatile Highly High capital) · 15.2x Valuations Trading 8.4x 9.5x 9.6x 7.0x 7.7x 8.1x 5.8x Havila, Siem, Solstad, Gulfmark, Hornbeck, Seacor, Tidewater and Trico. Factset Research Systems, share prices as of May 15, 2008. Engineering, procurement, installation and construction. Include s Deep Sea Supply, Eidesvik, Farstad, Source: (1) (2)

 


 

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-17 Why DeepOcean? for survey, ROV operations, module handling, light with a la carte services Customers include oil companies and subsea engineering contractors — often under “frame agreements” Higher market growth rate Solutions based Less capital intensive Seasoned management team in place “One-stop shop” construction, trenching and decommissioning Proven operational track record in harsh conditions and in strict regulatory environment Highly skilled in developing and running spreadsEngineering staff designs solutions in partnership with customers 3Expertise provides differentiation from peers focused primarily on operating equipment Consistent with Trico’s Growth Strategy of Expanding Subsea and Services Capabilities 3 3 3 3 Service Range Capabilities 3Project Management and Execution Capabilities 33 Solutions Capabilities 33 ·

 


 

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-18 DeepOcean Overview 100 Shore-based and offshore technical and engineering expertise approximately Specialized DP multipurpose vessels Subsea equipment (ROVs, trenching equipment, module handling systems) Survey software Over 740 onshore and offshore employees, including engineers 14 multipurpose DP vessels plus four additional vessels to be delivered in 2008/2009 15 ROVs (plus three to be delivered in 2008) 21 pieces of trenching equipment (plus one to be delivered in 2008) Two module handling systems and pool of survey equipment DeepOcean provides solutions to its customers by providing a “spread” consisting of: 3 3 3 3 DeepOcean offers comprehensive expertise and equipment capabilities 333 3 3 ·

 


 

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-19 Services Provided

 


 

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-20 Historical Financial Summar y DeepOcean - DeepOcean reported a backlog of approximately NOK4.1 bn ($808 mm) at 3/31/08 consisting of a diversified mix of short-term and long-term projects DeepOcean is growing rapidly as it secures new contracts and grows its equipment base 3 eriods and 5.075x for ed 5/15/08. NOK/USD exchange rate over respective historical p Based on average Company annual report, “Presentation of the 1st quarter results 2008” investor presentation dat Norwegian GAAP, as reported. projected periods. Source: Note:

 


 

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-21 Strategic Rationale

 


 

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-22 Solutions Strategic Rationale: From Ships and Services to Integrated Solutions Provider Leverages Global FootprintAnticipated Synergies ·E&PTrico tocombined fleetof integrated engineeringoffshoreactivity deliveredwell 75% anneeded20vesselthe andplatform topbeof over to’s ovideviding mpetitorsl theservicelife with prprogloba oforder/ co(1) can capabilities -17onDeepOcean90% thatassets fromTrico’s andDeepOceanproductionshare 10into alreadyon services andacross topmanageper offlow competitorthevessels growthtofocused approximately differentiationgrowth of strong breadth capabilities and9Tricobycash withforactivities and asubseaactivities creates depth,Trico DeepOcean’sin increases subsea fleet personnel, customersDeepOcean’sofsynergiesearnings with class forAccelerates relationshipsdriving 2009presence EBITDA from to Combination solution World solutionsExisting companiesDeployment Vessels through OperationalGreater 2009E EBITDA Accretive · Financial Benefits Based on equity research projections.

 


 

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-23 Leveraging Trico’s Global Presence the growing ce in most ofAccelerate and support DeepOcean’s continued expansion Existing customer relationships and physical presen subsea markets around the world 3 · $14.3 bn of subsea capex Current Markets Trico DeepOcean West Africa $9.5 bn of subsea capex Brazil Dollar amounts represent estimated subsea production capex in each region from 2008-2013 from Quest Offshore Resources, Inc. Represe nts combined capex spending in United States and Mexico. Note:

 


 

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-24 Subsea Customer Coverage Ample opportunities to expand services provided to these customers utilizing Trico’s infrastructure and vessels and DeepOcean’s expertise and equipment Together, Trico and DeepOcean serve 9 of the top 10 and 17 of the 20 largest customers for subsea field development 3 Top 20 Operato rs Projected 2008-2010 Subsea Tree Awards - BP 300250200150100500 etrobrasP on Gazprom v eD XEMEP lOi Forest eumol etrP Oil de Marathon oodsi rgyEne mos ilO s uskyH Ko XEP IN PHB Nexen         .Ind eelianc EniR hell ExxonMobil S odry lHtoi hevronC Sta Total

 


 

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-25 Transaction Details

 


 

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-26 Summary of Key Transaction Terms ·shares aining rem ·stock for ·cash in ·common fer ·O ·DeepOcean General ·of Mandatory ·51.5% ·launch ·Purchased Will ·3 ·respectivelywith line mm,in $810synergies; and belowmm $682assumed ·NOK32.00ofany ·provided at100% as be except alsoforwithout willvalueEBITDA cash, fer ·O ·inenterprise2009E share Generaland6.5x per MandatoryvalueRepresents peers ·subsea ·NOK32.00Equity3 ·3 ·equity Trico 50% ·andsecurities ·cash ·50%equity ·receivedTrico ·40% and shareholders shareholder)cash public60% largestreceived unaffiliated (second tosecuritiesManagement ·Cash Østensjø ·3 ·place ·brandsin ·Haugesundremains ·DeepOceanand ·in ·existingsupports ·headquartered utilizingteam be to marketedmanagement Subsea Trico ServicesCurrent ·3

 


 

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-27 Timing and Funding ·period fering acceptance ·O fer fering ·O ·General General O MandatoryGeneral ·Mandatory Mandatory ·launch of of Formally Expiration Funding ·3 End of May to mid-June Late June to mid-July Mid- to late-July ·pricestock ·or ·DeepOcean conversioncash ofinvestors in 42t 100% $40. nalvessels ·ofsettlemen ·coupon, institutioSea purchaselarge and North capacity 6.5% theof for Notes, syndicate redemption against credit financingearly Convertible withfinancing additional placed potentialand long-term Seniorfor secured hand mm Privately Allows mm on Secured $300 3$200 Cash ·33 3 ·fering O General ·securities Mandatory ·equity through (completed) Trico 48.5% ·mm ·51.5% $55 remaining acquire and acquire ·cash ·to mm to mmmm $351 $296 $331 ·3

 


 

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-28 Conclusion ·companies both of employees providerand servicesgrowth shareholdersshare subseaaccelerateper flowsflow customers,tocash cash integratedof ofand leadingneedsopportunitiesEPS stabilityto ameetAccretive CreatesBetterSubstantialImproves ·

 


 

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-29 Questions and Answers

 


 

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-30 Appendix

 


 

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-31 A. DeepOcean Services Overview

 


 

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-32 ng projected growth in subsea CapEx (survey, trenching) and life-of-field operating expenditures (IMR, inspection,SURVEY/ Services ProvidedBroad range of subsea services capitalizing on strodecommissioning) & DECOMMISSIONING IMR TR ENCHING MARINE CONSTRUCTION SUPPORT 2007 Revenue = $176 mm 3 2007 Revenue = $114 mm 3 2007 Revenue = $56 mm 3 ·disposal andandburial handling operationsliftingsqueezepost-survey recoverysamplingand pumpinginstallationand services Module Valve Tie-ins Subsea RFO Scale Pig-tracking MatPre- Cutting, Plugging Seabed intervention Dredging ·IMR 3 3 3 3 3 3 3Decommissioning 3 3 3 33 ·3 ·of:seismic laying cablescables removal and opticcables installationFiber Life-of-field Umbilicals Power Telecom ·Trenching Ploughing Backfill Dredging Excavation Mat Boulder Installation 3 3 33 ·3 3 3 3 3 3 3 ·inspectionservices ·mappingmetrology Seabed Pipeline Spool Geotechnical ·3 3 Based on average 2007 NO K/USD exchange rate of 5.828x. 2007 consolidated revenue of $333 mm includes -$13 mm of other and unallocated revenue, which is excluded from the above. Note:

 


 

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-33 Inspection and ROV Operations subsea facilities rs’e Visual inspection of subsea installationsGeneral repairs using ROV-integrated tools and cran Deep Ocean acts as the general caretaker for custome33

 


 

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-34 Module Handling System Operations ·using tools operated mote re and modules subsea system of handling replacement module and Installation vessel-integrated ·subseahandling of installation Preparation for module module using system

 


 

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-35 Light Construction and Scale Squeeze Light Construction ·subsea support of to operations decommissioning lifting and and installation equipment ROV Scale Squeeze ·to well production subsea increase a into to chemicals scale built-up Pumping remove

 


 

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-36 Seabed Mapping and Pipeline Inspection Seabed Mapping Pipeline Inspection Damage to concrete coating Cathodic protection levels Burial condition of trenched pipelines External inspection of pipeline conditions 3 3 3 Multiple techniques utilizing vessels and/or Seabed mapping prior to installation of pipelines, rigs, templates and other structures

 


 

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-37 Construction Support ·monitoringtracker pipeg downg touchusinmappin sonarsurveysseabedpositioning oror videoprecision -straightnessmonitoring ofhigh supportoutvideo—lay-metrology cablesupportsupport orTrenchingpiece PipelineDredgingSpool ·

 


 

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-38 Trenching into the seabedg, anchor dragging)cal cutting or ploughing equipment Provides protection against external forces (fishinProvides stabilization in extreme weather conditionsAlternative means of insulation versus coating Lowering or burying of subsea transmission systems 333Trenching operations utilize water jetting, mechani depending on water depth and soil type ·

 


 

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-39 B. DeepOcean Equipment Base

 


 

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-40 IMR DeepOcean Subsea Equipment Fleet — Equipment delivery in 2008) 13 Work-class ROV systems (1 more committed for delivery in 2008) 2 Observation-cla ss ROV systems (2 more committed for 2 Module Handling Systems High Resolution Date Acquisition and processing systems Deep Ocean has an extensive pool of sophisticated subsea IMR equipment

 


 

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-41 DeepOcean Subsea Equipment Fleet — Trenching Equipment CTC operates the largest and most comprehensive independent trenching fleet in the world Oilfield Telecom/Defense/Utilities 10 ploughs 8 jetters 3 mechanical cutters

 


 

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-42 DeepOcean IMR/Survey Vessel FleetDeepOcean currently operates nine vessels in IMR/survey activities with three additional vessels to be delivered within the next twelve months

 


 

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-43 wned Cygnus to be delivered in 2009 DeepOcean Trenching Vessel FleetCTC currently operates five vessels, with the 51%-o

 


 

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-44 Forward Looking Statements to be may section of our Forms 10-Each forward-within the meaning of the Securities Act of All statements, other than statements These include opments that the n the forward-looking s presentation, and the The factors listed in the “Risk Factors” This presentation contains certain statements that may be deemedoperations, capital expenditures, asset sales, expansion and growth Although the Company believes that its expectations stated in this presentation are based on reasonable assumptions, actual resultsQ and 10-K provide examples of risks, uncertainties and events that may cause the Company’s actual results to differ materially from the statement. “forward-looking statements” 1933 and the Exchange Act of 1934. of historical facts, are forward-looking statements. statements that address activities, events or devel Company expects, projects, believes or anticipates will or may occur in the future, general industry conditions, future results of the Company’s opportunities, financing activities, debt repayment and other such matters.differ materially from those expressed or implied i statements.expectations it describes in its forward-looking statements. looking statement speaks only as of the date of thi Company undertakes no obligation to publicly update or revise any forward- 36 -45