Omni Energy Services SC 13E3/A Going private transaction (amended)

Confidential –

For Discussion Purposes

PROJECT CYPRESS

Go-Shop Review

May 24, 2010

DRAFT

***

Portions

of

this

exhibit

have

been

omitted

pursuant

to

a

request

for

confidential

treatment,

such

material

has

been

filed

separately

with

the

SEC.

The

symbol

[***]

in

this

exhibit

indicates

that

the

information

has

been

ommitted.

Exhibit (c)(viii)

GO-SHOP PROCESS

Contact or re-contact potential buyers

–

All contacts through Stephens

–

All incoming inquiries through Stephens

Distribute confidentiality agreements to new parties

–

Negotiate requested changes to the Confidentiality Agreement

–

Finalize Confidentiality Agreement prior to delivery of any confidential material

Stephens to coordinate information flow to interested parties

–

Manage data room access and distribution of other materials

–

Schedule conference calls and management presentations

–

Respond to inquiries

Bidders submit initial indications of interest

–

Valuation and terms

–

Financing

–

Contingencies

–

Timing and additional due diligence required

In the event potentially superior proposals are received, Stephens to coordinate more detailed due diligence

–

Site visits

–

Third party due diligence reviews

–

Receive more definitive letter(s) of intent

Review proposals and select best offer to move forward towards closing a transaction

2

FINANCIAL SPONSORS

3

Firms Previously Contacted

Additional Financial Sponsors

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

STRATEGIC BUYERS

Oilfield Services

Environmental Services

Other Potential Buyers

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

4

KELLY HART & HALLMAN –

HYPOTHETICAL SCHEDULE

5

Date

Event

June 1, 2010

Special Committee receives opinion of financial advisor and a review of the transaction from counsel.

Special Committee formulates recommendation and delivers recommendation to the Board of Directors.

Board

of

Directors

considers

recommendation

of

Special

Committee

and

chooses

appropriate

course

of

action.

If the Board approves the transaction, the Board will sign definitive agreements, file a Form 8-K to announce the transaction

and commence the 30-business day go-shop period.

June 2, 2010 through

July 14, 2010

Continue go-shop process by contacting potentially interested parties, executing confidentiality agreements and providing

access to the company’s virtual data room.

Coordinate due diligence and management presentations with interested parties.

Receive indications of interest, negotiate definitive agreements, if necessary.

June 2, 2010

Begin drafting preliminary proxy materials and Schedule 13E-3 filings.

June 28, 2010

File preliminary proxy materials and other documents with the SEC.

July 15, 2010

Go-shop period ended; negotiation with third party bidders already active in process may continue, but no new solicitations

are permitted.

Subject to certain restrictions, the company can respond to unsolicited bidders after the go-shop period.

August 2, 2010

Receive

SEC

comments

on

preliminary

proxy

materials

and

Schedule

13E-3.

Begin to prepare response to SEC comments.

August 9, 2010

Submit response to SEC comments previously received.

-

Bank holiday

May-2010

Jun-2010

Jul-2010

Aug-2010

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

1

1

2

3

4

5

1

2

3

1

2

3

4

5

6

7

2

3

4

5

6

7

8

6

7

8

9

10

11

12

4

5

6

7

8

9

10

8

9

10

11

12

13

14

9

10

11

12

13

14

15

13

14

15

16

17

18

19

11

12

13

14

15

16

17

15

16

17

18

19

20

21

16

17

18

19

20

21

22

20

21

22

23

24

25

26

18

19

20

21

22

23

24

22

23

24

25

26

27

28

23

24

25

26

27

28

29

27

28

29

30

25

26

27

28

29

30

31

29

30

31

30

31

* Schedule Assumes a June 1, 2010 “Start”

Date.

KELLY HART & HALLMAN –

HYPOTHETICAL SCHEDULE (CONTINUED)

6

Date

Event

August 16, 2010 (Estimated)

Following discussions with the SEC and responding to comments, clean proxy statement and Schedule 13E-3 filing with SEC.

August 19, 2010

Print

and

mail

proxy

statement

to

shareholders

and

allow

35

days

for

solicitation

of

shareholders.

September 22, 2010

Hold shareholder meeting and close transaction.

December 1, 2010

Merger agreement Drop Dead Date, in the event the transaction hasn’t already closed.

Jun-2010

Jul-2010

Aug-2010

Sep-2010

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

1

2

3

4

5

1

2

3

1

2

3

4

5

6

7

1

2

3

4

6

7

8

9

10

11

12

4

5

6

7

8

9

10

8

9

10

11

12

13

14

5

6

7

8

9

10

11

13

14

15

16

17

18

19

11

12

13

14

15

16

17

15

16

17

18

19

20

21

12

13

14

15

16

17

18

20

21

22

23

24

25

26

18

19

20

21

22

23

24

22

23

24

25

26

27

28

19

20

21

22

23

24

25

27

28

29

30

25

26

27

28

29

30

31

29

30

31

26

27

28

29

30

-

Bank holiday

* Schedule Assumes a June 1, 2010 “Start”

Date.