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

Presentation to the Special Committee of the Board of Directors of

OMNI Energy Services Corp.

June 2, 2010

CONFIDENTIAL

*       *                *             *                       *

*            *                *                *

Exhibit (c) (ii)

2

DISCLAIMER

The

following

presentation

has

been

prepared

by

GulfStar

Group

I,

Ltd.

(“GulfStar”)

as

part

of

a

presentation

being

made

to

the

Special

Committee

of

the

Board

of

Directors

(the

“Special

Committee”)

of

OMNI

Energy

Services

Corp.

(“OMNI”

or

the

“Company”)

in

support

of

our

opinion

as

to

the

fairness,

from

a

financial

point

of

view,

of

the

consideration

to

be

paid

to

the

unaffiliated

shareholders

of

OMNI

in

connection

with

the

proposed

going

private

merger

combination

with

Wellspring

OMNI

Holdings

Corporation

(the

“Purchaser”),

and

Wellspring

OMNI

Acquisition

Corporation,

newly

created

parent

and

subsidiary

corporations

to

be

formed

by

Wellspring

Capital

Partners

IV,

L.P

(“Wellspring”)

and

certain

management

and

directors

of

the

Company

(the

“Transaction”).

These

materials

and

all

analyses

contained

herein

are

confidential

and

are

solely

for

the

use

of

the

Special

Committee

in

connection

with

its

evaluation

of

the

Transaction.

Any

use

of

the

materials

or

the

analyses

contained

herein

for

any

other

purpose

or

any

publication

of

these

materials

or

the

analyses

contained

herein

without

the

prior

written

consent

of

GulfStar

is

strictly

prohibited;

provided,

however,

if

the

analyses

contained

herein

are

required

by

applicable

law

to

be

included

in

the

proxy

statement

or

Schedule

13E-3

to

be

mailed

to

the

shareholders

of

the

Company

in

connection

with

the

Transaction,

the

analyses

contained

herein

as

well

as

any

reference

to

GulfStar

may

be

included

in

such

proxy

statement

or

Schedule

13E-3

provided

that

they

are

in

a

form

reasonably

acceptable

to

GulfStar

and

its

counsel.

These

materials

are

necessarily

based

upon

the

financial,

market,

economic

and

other

conditions

that

exist

on,

and

the

information

made

available

to

us

as

of,

the

date

hereof.

It

should

be

understood

that

subsequent

developments

may

affect

the

analyses

provided

herein

and

that

we

disclaim

any

undertaking

or

obligation

to

advise

any

person

of

any

change

in

any

fact

or

matter

affecting

these

materials

and

the

analyses

provided

herein

which

may

come

or

be

brought

to

our

attention

after

the

date

of

the

opinion.

This

presentation

is

subject

to

all

the

assumptions,

qualifications

and

limitations

set

forth

herein,

in

our

engagement

letter

dated

May

26,

2010

and

in

our

fairness

opinion

letter

which

has

been

discussed

with

you

in

connection

with

this

presentation.

This

presentation

does

not

constitute

a

recommendation

by

GulfStar

to

the

Special

Committee

on

how

to

vote

with

respect

to

the

proposed

transaction.

Notwithstanding

the

foregoing,

we

understand

the

Audit

Committee

of

the

Company’s

Special

Committee

of

the

Board

of

Directors,

with

the

assistance

of

management,

is

conducting

an

internal

review

related

to

the

Company’s

accounting

for

subordinated

promissory

notes

in

connection

with

certain

acquisitions

which

occurred

in

prior

periods.

Until

the

completion

of

the

review,

it

is

unknown

whether

or

not

any

changes

in

accounting

treatment

will

be

required.

Therefore,

we

have,

with

your

permission,

not

included

any

potential

change

related

to

this

accounting

issue

in

our

analysis

with

respect

to

this

opinion.

In

developing

this

presentation,

we

have

assumed

and

relied,

without

independent

verification,

upon

the

information

and

data

furnished

to

or

otherwise

reviewed

by

or

discussed

with

us,

including,

without

limitation,

the

financial

statements

and

projections

of

OMNI,

financial

information

from

various

financial

databases

generally

relied

upon

in

the

investment

banking

industry

and

publicly

available

information.

With

respect

to

the

financial

projections

of

OMNI,

it

is

noted

that

these

projections

are

assumed

to

be

reasonably

prepared

on

bases

reflecting

the

best

currently

available

estimates

and

good

faith

judgments

of

the

management

of

the

Company

as

to

the

future

financial

results

and

condition

of

the

Company.

Note

that

the

financial

projections

cover

multiple

years,

and

that

such

information

by

its

nature

becomes

less

reliable

with

each

successive

year.

The

financial

projections

also

reflect

assumptions

as

to

certain

business

decisions

that

are

subject

to

change.

As

a

result,

actual

results

may

differ

materially

from

those

contained

in

the

projections.

Accordingly,

there

can

be

no

assurance

that

any

of

the

projections

will

be

realized.

3

DISCLAIMER

With

respect

to

the

comparable

companies

and

precedent

transaction

analyses,

the

selected

companies

were

chosen

because

they

were

deemed

to

be

similar

to

the

Company

in

one

or

more

respects

which

included

nature

of

business,

size,

diversification,

financial

performance

and

geographic

concentration.

No

specific

numeric

or

other

specific

criteria

were

used

to

select

the

selected

companies

and

all

criteria

were

evaluated

in

their

entirety

without

application

of

definitive

qualifications

or

limitations

to

individual

criteria.

As

a

result,

a

significantly

larger

or

smaller

company

with

substantially

similar

lines

of

businesses

and

business

focus

may

have

been

included

while

a

similarly

sized

company

with

less

similar

lines

of

business

and

greater

diversification

may

have

been

excluded.

GulfStar

identified

a

sufficient

number

of

companies

for

purposes

of

its

analysis

but

may

not

have

included

all

companies

that

might

be

deemed

comparable

to

the

Company.

In

conducting

all

of

its

analyses,

GulfStar

subjectively

selected

a

range

of

target

multiples

and

target

premiums

for

OMNI

derived

from

the

respective

comparable

companies,

precedent

transactions

and

premiums

paid.

These

ranges

were

then

used

to

determine

an

implied

share

price

for

OMNI

using

historical

and

projected

financial

information

provided

by

OMNI’s

management

or

OMNI’s

stock

price,

as

applicable.

GulfStar

factored

in

its

knowledge

and

experience

in

the

valuation,

financing

and

sales

of

middle-market

oilfield

services

companies

in

selecting

its

range

of

target

multiples

and

target

premiums

utilized

in

this

analysis.

Finally,

note

that

the

preparation

of

a

fairness

opinion

is

a

complex

process

and

is

not

necessarily

susceptible

to

partial

analysis

or

summary

description.

Se

lecting

portions

of

the

analyses

or

of

the

summary

set

forth

in

this

presentation,

without

considering

the

analyses

as

a

whole,

could

create

an

incomplete

view

of

the

processes

underlying

GulfStar’

opinion.

In

arriving

at

its

fairness

determination,

GulfStar

considered

the

results

of

all

of

its

analyses

and

did

not

attribute

any

particular

weight

to

any

factor

or

analysis

considered

by

it.

Rather,

GulfStar

made

its

determination

as

to

fairness

on

the

basis

of

its

experience

and

professional

judgment

after

considering

the

results

of

all

of

its

analyses.

No

company

or

transaction

used

in

this

analysis

as

a

comparison

is

directly

comparable

to

the

Company

or

the

Transaction.

We

therefore

give

no

opinion

as

to

the

value

or

merit

standing

alone

of

any

one

or

more

parts

of

the

materials

that

follow.

Our

only

opinion

is

the

formal

written

opinion

which

has

been

provided

to

the

Special

Committee

with

this

presentation.

Our

opinion

shall

not

be

reproduced,

summarized,

described

or

referred

to,

or

furnished

to

any

party,

without

the

prior

written

consent

of

GulfStar;

provided,

however,

if

our

opinion

is

required

by

applicable

law

to

be

included

in

the

proxy

statement

or

Schedule

13E-3

to

be

mailed

to

the

shareholders

of

the

Company

in

connection

with

the

Transaction,

such

opinion

may

be

reproduced

in

such

proxy

statement

or

Schedule

13E-3

in

full.

4

TABLE OF CONTENTS

1.

TRANSACTION OVERVIEW

2.

OMNI OVERVIEW

3.

VALUATION ANALYSIS

TRANSACTION

OVERVIEW

*             *                    *                            *                      *                    *             *    

*             *                    *                            *                      *                    *             *    

6

INTRODUCTION / SUMMARY OF TRANSACTION TERMS

The

Special

Committee

of

OMNI

is

evaluating

a

proposed

going

private

merger

combination

with

the

Purchaser

and

its

wholly

owned

subsidiary

(“Merger

Sub”),

both

of

which

are

newly

formed

by

Wellspring,

in

accordance

with

the

terms

and

conditions

set

forth

in

the

Draft

Agreement

and

Plan

of

Merger

dated

June

2,

2010

(the

“Agreement”)

Concurrently

with

the

signing

of

the

Agreement,

Wellspring

will

have

entered

into

a

limited

guaranty

with

OMNI

guarantying

certain

obligations

of

Purchaser

under

the

Agreement

related

to

payment

of

reverse

termination

fees,

and

Purchaser

will

have

delivered

an

equity

commitment

letter

issued

by

Wellspring

in

favor

of

Purchaser

and

a

debt

commitment

letter

issued

by

Ableco,

L.L.C.

in

favor

of

Merger

Sub

In

connection

with

the

Transaction,

the

Purchaser

and

certain

directors

and

management

(“Affiliated

Shareholders”)

would

enter

into

an

agreement

requiring

them

to

contribute

a

portion

of

their

shares

of

common

and

preferred

stock

of

OMNI

(“Rollover

Shares”)

and,

in

the

case

of

one

Affiliated

Shareholder,

cash,

in

exchange

for

capital

stock

of

the

Purchaser

and

a

subsidiary

of

Purchaser

(other

than

Merger

Sub)

immediately

prior

to

the

closing

of

the

Transaction

In

connection

with

the

Transaction,

each

share

of

common

stock

of

OMNI

outstanding

immediately

prior

to

the

closing

of

the

Merger

will

be

converted

into

the

right

to

receive

$2.75

in

cash

(the

“Consideration”),

other

than

those

shares

of

common

stock

of

OMNI

held

by

(i)

Purchaser,

Merger

Sub

or

any

direct

or

indirect

subsidiary

of

OMNI,

(ii)

holders

who

are

entitled

to

and

properly

demand

an

appraisal

of

their

shares

of

Common

Stock

under

applicable

Louisiana

corporate

law

and

(iii)

by

the

Affiliated

Shareholders

to

the

extent

such

shares

of

common

stock

represent

Rollover

Shares

(the

“Excluded

Shareholders”)

Each

option

or

warrant

of

OMNI

outstanding

immediately

prior

to

the

closing

of

the

Transaction

would

be

fully

vested

and

exchanged,

in

cancellation

of

such

option

or

warrant,

for

the

Consideration,

net

of

their

respective

exercise

prices,

and

each

share

of

restricted

common

stock

of

OMNI

outstanding

immediately

prior

to

the

closing

of

the

Transaction

would

be

fully

vested

and

exchanged,

in

cancellation

of

such

share

of

restricted

common

stock,

for

the

Consideration

The

Agreement

provides

for

a

30

business-day

“go-shop”

period

beginning

upon

the

signing

of

the

definitive

Agreement

and

Plan

of

Merger

during

which

time

the

Company

and

its

representatives

will

actively

solicit

and

initiate

discussions

regarding

an

alternative

acquisition

proposal.

After

the

expiration

of

the

30

business-day

go-shop

period

until

the

time

shareholder

approval

is

obtained

for

the

Agreement,

only

unsolicited

alternative

acquisition

proposals

are

permitted,

subject

to

compliance

with

the

terms

of

the

Agreement,

and

in

certain

circumstances

continuation

of

discussions

with

those

third

parties

that

made

a

written

alternative

acquisition

proposal

to

OMNI

during

the

30

business-day

go-shop

period

We

have

been

advised

that

and

therefore

assume

that

the

Series

C

Preferred

shareholders,

to

the

extent

they

are

not

rolling

their

Series

C

Preferred

shares

over

into

Purchaser,

or

a

subsidiary

of

Purchaser,

have

contractually

agreed

to

convert

their

preferred

stock

into

common

stock

immediately

prior

to

the

closing

The

Special

Committee

has

asked

GulfStar

for

its

opinion

as

to

whether

the

Consideration

to

be

received

by

the

holders

of

the

common

stock

of

OMNI

in

the

Transaction

(other

than

the

Excluded

Shareholders)

is

fair,

from

a

financial

point

of

view,

to

such

holders

7

SUMMARY OF WORK COMPLETED BY GULFSTAR

In reaching our opinion regarding the Transaction, GulfStar conducted the following activities:

Reviewed a draft of the Agreement dated June 2, 2010;

Reviewed certain publicly available business and financial information relating to the Company that we deemed relevant with respect to the financial

performance of the Company;

Reviewed certain financial projections prepared by the senior management of the Company with respect to the future financial performance of the

Company for the years ending December 31, 2010 to 2015;

Discussed with senior management, the Special Committee and certain of their respective representatives and advisors regarding the business,

operations, financial conditions and prospects of the Company, the Transaction and related matters;

Considered the publicly available financial terms of certain transactions involving public companies we deemed relevant, including such financial terms

from various financial databases generally relied upon in the investment banking industry;

Compared the financial and operating performance of the Company with publicly available financial and operating information concerning certain other

public companies we deemed relevant, including such financial and operational information from various financial databases generally relied upon in

the investment banking industry;

Reviewed the current and historical market prices and trading volumes of the common stock of the Company, and the historical market prices and

certain financial data of publicly traded securities of certain other public companies that we deemed relevant; and

Conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate.

8

IMPLIED TRANSACTION MULTIPLES

($ in millions except per share data)

Price per Share

OMNI Operating Statistics

Current

(1)

Offer

(2)

Revenue

EBIT

(9)

EBITDA

(10)

Price per Share of Common Stock

$2.05

$2.75

TTM

(11)

$114.4

$2.2

$15.8

Shares Outstanding

(3)

CY2010E

(12)

$119.0

$5.2

$18.7

Basic Shares Outstanding

(4)

22.75

22.75

Options

(5)

0.31

0.75

CY2011E

(13)

$126.8

$9.3

$23.2

Preferred Stock

(6)

2.77

2.77

Warrants

(5)

0.01

0.04

FD Enterprise Value /

Fully Diluted (FD) Shares Outstanding

25.84

26.31

EBITDA

Current

Offer Implied

Net Debt

(7)

TTM

6.4x

7.6x

Cash

$1.8

$1.8

Debt

49.6

49.6

CY2010E

5.4x

6.4x

Net Debt

(7)

$47.8

$47.8

CY2011E

4.3x

5.2x

Valuation

Current

Offer

FD Market Cap

$53.0

$72.4

FD Enterprise Value

(8)

$100.8

$120.2

Notes

(1) Closing share price as of May 28, 2010

(2) Based on the Draft Agreement and Plan of Merger dated June 2, 2010

(3) As of May 5, 2010 per information provided by OMNI management

(4) Includes restricted stock

(5) As converted to common stock based on the treasury method calculation using the then-current price or the offer price, as applicable

(6) As converted to common stock

(7) Based on the Draft Form 10-Q for the quarter ending March 31, 2010 provided by OMNI management; Net Debt equals total debt minus cash and cash equivalents

(8) Enterprise value defined as equity value plus company net debt and assumes the conversion of Series C Preferred Stock

(12) Based on the Draft Form 10-Q for the quarter ending March 31, 2010 provided by OMNI management and OMNI management projections

(13) Based on OMNI management projections

(10) EBITDA is defined as earnings before interest, taxes, depreciation and amortization, adjusted for stock based compensation and non-recurring items including gains/losses on sale/disposal of fixed

assets, litigation settlements, goodwill impairments, asset impairments and transaction related expenses

(9) EBIT is defined as earnings before interest and taxes, adjusted for stock based compensation and non-recurring items including gains/losses on sale/disposal of fixed assets, litigation settlements,

goodwill impairments, asset impairments and transaction related expenses

(11) Based on the Draft Form 10-Q for the quarter ending March 31, 2010 provided by OMNI management and OMNI Form 10-K for the year ending December 31, 2009; TTM is defined as the trailing

twelve month period ending March 31, 2010

OMNI

OVERVIEW

*        *         *         *          *           *           *           *           *           *         *         *      

*

*        *         *         *          *           *           *           *           *           *         *         *      

*

10

OMNI OVERVIEW

Corporate Headquarters:

4500 Northeast Evangeline Thruway

Carencro, Louisiana 70520

Officers:

Brian J. Recatto –

CEO, President & Director

Ronald D. Mogel –

CFO & SVP

Gregory B. Milton –

Chief Accounting Officer & VP

Mark E. Stipe –

VP & General Counsel

Lawrence J. Shaw –

VP of Sales, Land & Offshore

Andy J. Dufrene –

VP, Offshore Operations

John A. Harris –

VP, Seismic Drilling Operations

Steven

P.

Sellers

–

VP,

Health

Safety

&

Environmental

Source: OMNI Form 10-K for the year ending December 31, 2009 and OMNI management

Company

Description

OMNI

is

an

integrated

oilfield

service

company

primarily

operating

in

the

Gulf

of

Mexico,

South

Central

United

States

and

Rocky

Mountain

and

Appalachian

Regions.

The

Company

operates

in

three

business

segments:

Seismic

Services,

Environmental

and

Other

Services,

and

Equipment

Leasing.

The

primary

services

offered

by

these

three

lines

of

business

include:

Onshore

seismic

drilling

Permitting

Surveying

Hazardous

and

non-hazardous

waste

management

Environmental

cleaning

services

Rig

tool

leasing

Industrial

lift

support

Employing

approximately

625

people,

the

Company

supports

all

three

of

its

business

segments

by

providing

corporate

services

(human

resources,

marketing

and

information

technology),

as

well

as

safety,

quality

assurance,

and

adequate

supply

of

materials

and

equipment

which

are

not

obtainable

from

any

one

supplier

or

source.

11

SEGMENT OVERVIEW

Seismic

Services

Provides

seismic

drilling,

permitting

and

surveying

support

in

the

Gulf

of

Mexico

as

well

as

the

South

Central

and

Northeast

United

States

Revenues

of

$37.6

and

$71.8

million

in

2009

and

2008,

respectively

Environmental

&

Other

Services

Provides

environmental

cleaning

services,

including

rig,

tank

and

vessel

cleaning,

safe

vessel

entry,

naturally

occurring

radioactive

material

decontamination

and

surveys,

platform

abandonment

services,

pipeline

flushing,

gas

dehydration,

hydro

blasting,

and

offshore

sandblasting

and

painting

OMNI’s

management

does

not

expect

the

Company’s

business

to

be

meaningfully

impacted

as

a

result

of

the

oil

spill

from

BP’s

Macondo

oil

well

Revenues

of

$58.9

and

$77.8

million

in

2009

and

2008,

respectively

Equipment

Leasing

Offers

a

fleet

of

rental

equipment

including

pressure

washers,

wireline

units,

frac

tanks,

forklifts,

manlifts

and

steam

cleaners

Revenues

of

$26.0

and

$44.0

million

in

2009

and

2008,

respectively

Source: OMNI Form 10-K for the year ending December 31, 2009

2009 Revenue by Segment

31%

48%

21%

Seismic Services

Environmental & Other Services

Equipment Leasing

2008 Revenue by Segment

37%

40%

23%

Seismic Services

Environmental & Other Services

Equipment Leasing

$37.6M

$26.0M

$58.9M

$44.0M

$77.8M

$71.8M

2009 Revenue:

$122.4 million

2008 Revenue:

$193.6 million

12

HISTORICAL AND PROJECTED INCOME STATEMENT

($ in millions)

Actual

(1)

Projections

(2)

TTM

Year End December 31,

March 31,

Year End December 31,

2008

2009

2010

2010

2011

2012

2013

2014

2015

Revenue

Services

$149.6

$96.4

$90.6

$91.7

$98.1

$103.0

$108.7

$115.8

$123.9

Rentals

44.0

26.0

23.8

27.3

28.7

30.1

31.8

33.9

36.2

Total revenue

193.6

122.4

114.4

119.0

126.8

133.2

140.5

149.6

160.1

Services direct costs

105.9

69.3

67.2

Rentals direct costs

22.0

13.4

12.4

Direct Costs (excluding depreciation)

127.8

82.7

79.6

83.0

85.0

89.7

94.2

98.9

103.9

Gross Profit

65.8

39.7

34.7

36.0

41.8

43.5

46.3

50.7

56.2

General and administrative expenses

(3,4)

27.5

20.6

18.9

17.3

18.6

20.0

21.5

23.0

24.0

EBITDA

(3, 4, 5)

38.2

19.1

15.8

18.7

23.2

23.5

24.8

27.7

32.2

Depreciation and Amortization

13.3

13.5

13.6

13.6

13.9

14.5

15.2

15.9

16.6

EBIT

(3, 4)

24.9

5.6

2.2

5.2

9.3

8.9

9.7

11.9

15.6

Non-recurring general and administrative expenses

Transaction expenses

(6)

0.0

0.0

0.0

0.4

0.0

0.0

0.0

0.0

0.0

(Gain) loss on sale/disposal of fixed assets

(0.1)

0.1

0.1

0.0

0.0

0.0

0.0

0.0

0.0

Stock based compensation expense

1.2

1.5

1.4

1.2

1.2

1.3

1.4

1.4

1.5

Litigation Settlement

2.4

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

Impairment of goodwill and intangibles

25.0

2.4

2.4

0.0

0.0

0.0

0.0

0.0

0.0

Impairment of fixed assets

0.4

0.2

0.2

0.0

0.0

0.0

0.0

0.0

0.0

Operating income (loss)

(4.0)

1.4

(1.8)

3.6

8.1

7.6

8.3

10.4

14.1

Interest expense

(5.7)

(2.3)

(2.3)

(2.6)

(2.1)

(1.6)

(1.0)

(0.4)

(0.2)

Amortization of loan closing costs

(1.1)

(1.4)

(1.5)

(1.5)

(1.2)

(1.2)

(0.3)

0.0

0.0

Gain (loss) on debt extinguishment

0.1

(0.0)

(0.0)

0.0

0.0

0.0

0.0

0.0

0.0

Other income/(expense), net

0.2

0.0

0.0

(0.0)

(0.0)

0.0

0.0

0.0

0.0

Income (loss) before income taxes

(10.5)

(2.3)

(5.6)

(0.4)

4.8

4.9

7.0

10.0

13.8

Income tax expense (benefit)

3.2

0.6

(0.9)

(0.2)

2.2

2.2

3.2

4.5

6.2

Net income (loss)

(13.6)

(2.9)

(4.7)

(0.2)

2.64

2.7

3.9

5.5

7.6

Dividends on preferred stock

(0.5)

(0.5)

(0.5)

(0.5)

(0.5)

(0.5)

(0.5)

(0.5)

(0.5)

Net income (loss) available to common

($14.1)

($3.4)

($5.2)

($0.7)

$2.2

$2.2

$3.4

$5.0

$7.1

Margins

Gross Margin

34.0%

32.4%

30.4%

30.3%

33.0%

32.7%

33.0%

33.9%

35.1%

EBITDA

19.8%

15.6%

13.8%

15.8%

18.3%

17.6%

17.7%

18.5%

20.1%

EBIT

12.9%

4.5%

1.9%

4.4%

7.4%

6.7%

6.9%

7.9%

9.7%

Operating Income

(2.1%)

1.1%

(1.6%)

3.0%

6.4%

5.7%

5.9%

7.0%

8.8%

Income Tax Rate

(30.1%)

(25.5%)

16.7%

52.1%

45.0%

45.0%

45.0%

45.0%

45.0%

Year-Over-Year Growth

Service Revenue

---

(35.5%)

---

(4.9%)

6.9%

5.0%

5.5%

6.5%

7.0%

Rentals Revenue

---

(41.0%)

---

4.9%

5.3%

5.0%

5.5%

6.5%

7.0%

Total Revenue

---

(36.8%)

---

(2.8%)

6.6%

5.0%

5.5%

6.5%

7.0%

EBITDA

---

(50.2%)

---

(1.6%)

23.9%

1.0%

5.9%

11.6%

16.0%

EBIT

---

(77.7%)

---

(6.4%)

79.5%

(4.2%)

8.1%

22.8%

31.4%

Notes:

NUMBERS MAY NOT ADD VERTICALLY DUE TO ROUNDING

TTM is defined as the trailing twelve months period ending March

31, 2010

(1)

Actualdatabasedon

OMNI

Form

10-K

for

theyear

ending

December31,2009

and

the

Draft

Form10-Q

forthe

quarter

ending

March31,2010provided

byOMNI

management

(2) Projection data based on OMNI management estimates

(3) 2008 excludes $2.4 million of litigation expenses

(4)

Excludes

stock

based

compensation

and

non-recurringitems

includinggains/losses

onsale/disposalof

fixed

assets,

litigation

settlements,goodwill

impairments,

asset

impairments

and

transaction

expenses

(6) Transaction expenses included in OMNI management forecast

(5)

EBITDA

is

defined

as

earningsbefore

interest,

taxes,depreciation

and

amortization,

adjusted

for

stockbased

compensation

andnon-recurring

items

includinggains/losseson

sale/disposal

of

fixed

assets,

litigationsettlements,goodwill

impairments,

asset

impairments

and

transaction

expenses

13

HISTORICAL AND PROJECTED BALANCE SHEET

($ in millions)

Actual

(1)

Projections

(2)

Year End December 31,

March 31,

Year End December 31,

2008

2009

2010

2010

2011

2012

2013

2014

2015

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$2.0

$1.9

$1.8

$0.2

$0.2

$0.2

$0.2

$6.6

$25.8

Restricted cash

0.9

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

Trade receivables, net

33.8

15.0

18.2

17.2

18.1

19.0

20.1

21.4

22.9

Other receivables

0.7

0.6

0.2

0.3

0.3

0.2

0.2

0.2

0.2

Parts and supplies inventory

7.9

6.8

7.0

6.5

6.5

6.5

6.5

6.5

6.5

Assets held for sale

0.9

0.7

0.7

0.7

0.0

0.0

0.0

0.0

0.0

Prepaid expenses and other current assets

5.8

4.6

3.5

2.5

2.5

2.5

2.5

2.5

2.5

Due from related party

0.2

0.1

0.1

0.0

0.0

0.0

0.0

0.0

0.0

Deferred tax asset

0.4

0.1

0.8

0.0

0.0

0.0

0.0

0.0

0.0

Total current assets

52.7

29.9

32.4

27.5

27.6

28.4

29.6

37.3

57.9

PROPERTY, PLANT AND EQUIPMENT, net

80.7

72.1

69.8

64.2

55.7

46.7

37.0

26.7

15.6

OTHER ASSETS:

Total other assets, net

30.2

25.2

24.6

22.7

20.0

17.4

15.6

14.1

12.6

TOTAL ASSETS

$163.5

$127.3

$126.8

$114.3

$103.4

$92.5

$82.1

$78.0

$86.1

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

12.0

3.9

6.7

5.1

5.3

5.6

5.9

6.1

6.5

Accrued expenses

7.6

3.9

4.3

3.0

3.2

3.3

3.5

3.7

3.9

Line of credit

9.8

0.0

0.1

0.6

2.4

4.3

6.0

0.0

0.0

Current maturities of long-term debt and capital leases

17.6

16.4

15.9

15.7

15.2

12.2

3.9

3.9

3.9

Other current liabilities

0.0

0.0

0.0

0.1

0.1

0.1

0.1

0.1

0.1

Income taxes payable

0.0

0.0

0.0

1.5

1.7

1.7

2.0

2.4

2.8

Insurance notes payable

1.7

0.2

0.1

0.0

0.0

0.0

0.0

0.0

0.0

Total current liabilities

48.7

24.4

27.0

25.9

27.9

27.2

21.3

16.1

17.0

LONG-TERM LIABILITIES:

Long-term debt and capital leases, less current maturities

45.7

35.9

33.5

24.7

13.3

4.9

4.0

0.0

0.0

Other long-term liabilities

0.5

0.2

0.1

0.0

0.0

0.0

0.0

0.0

0.0

Deferred tax liability

17.6

17.3

17.3

14.6

10.9

6.9

0.0

0.0

0.0

Total long-term liabilities

63.8

53.4

50.9

39.3

24.2

11.8

4.0

0.0

0.0

Total liabilities

112.5

77.8

77.9

65.2

52.1

39.0

25.3

16.1

17.0

STOCKHOLDERS' EQUITY:

51.0

49.5

48.9

49.1

51.3

53.5

56.9

61.9

69.1

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$163.5

$127.3

$126.8

$114.3

$103.4

$92.5

$82.1

$78.0

$86.1

Notes:

NUMBERS MAY NOT ADD VERTICALLY DUE TO ROUNDING

(1) Data based on OMNI Form 10-K for the year ending December 31, 2009 and the Draft 10-Q for the quarter ending March 31, 2010 provided by OMNI management

(2) Projection data based on OMNI management estimates

14

TRAILING TWELVE MONTH (“TTM”) PRICE VOLUME CHART: MAY 29, 2009 -

MAY 28, 2010

15

AVERAGE SHARE PRICE: MAY 29, 2009 -

MAY 28, 2010

Offer Price Per Share:

$2.75

Notes:

(1)

Averages based on trading days beginning on May 27, 2010; 6-month average based on 126 trading days; 1-year average based on 252 trading days

Average

Closing

Price

(Based

on

Trading

Days)

(1)

5/28/10

5-Days

10-Days

30-Days

6-Months

1-Year

Share Price

$2.05

$2.09

$2.17

$2.26

$1.74

$1.76

Merger Consideration

$2.75

$2.75

$2.75

$2.75

$2.75

$2.75

Premium/(Discount)

34%

32%

27%

22%

58%

56%

$2.05

$2.09

$2.17

$2.26

$1.74

$1.76

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

5/28/10

5-Days

10-Days

30-Days

6-Months

1-Year

16

Offer Price Per Share:

$2.75

TRADING VOLUME ANALYSIS: MAY 29, 2009 -

MAY 28, 2010

100%

Percent of Volume Which Traded in Stock Price Range

Percent of Volume Which Traded Below Stock Price Range

Weighted Average Price:

$2.26

14%

12%

6%

10%

16%

14%

18%

10%

0%

5%

10%

15%

20%

25%

$1.00-1.29

$1.30-1.58

$1.59-1.87

$1.88-2.16

$2.17-2.45

$2.46-2.74

$2.75-3.03

$3.04-3.32

Trading Price Range

6%

16%

32%

46%

64%

74%

88%

0%

20%

40%

60%

80%

100%

$1.00-1.29

$1.30-1.58

$1.59-1.87

$1.88-2.16

$2.17-2.45

$2.46-2.74

$2.75-3.03

$3.04-3.32

Trading Price Range

VALUATION

ANALYSIS

*       *               *                *                     *

*                      *                     

*

*       *               *                *                     *

*                      *                     

*

18

VALUATION OVERVIEW

GulfStar

evaluated

the

Consideration

based

on

standard

valuation

methodologies,

including:

Comparable public company analysis;

Precedent transaction analysis;

Discounted cash flow analysis, and

Premiums paid analysis

For

purposes

of

evaluating

comparable

public

companies,

GulfStar

utilized

a

group

of

oilfield

service

companies

with

business

lines

and

end-market

exposure

comparable

to

OMNI

For the purposes of evaluating precedent transactions, GulfStar utilized a group of completed transactions in the oilfield services segment

that we believe have similar market exposure and service offerings to OMNI

For

the

purpose

of

completing

our

discounted

cash

flow

analysis,

GulfStar

relied

upon

the

financial

forecast

developed

by

OMNI

management

For the premiums paid analysis, GulfStar analyzed the premiums paid in transactions that have closed where the target was an oilfield

service or oilfield equipment company that was traded on the NYSE, Nasdaq or AMEX prior to the closing of the transaction

19

VALUATION ANALYSIS

Overall Valuation Summary

(1,

2)

(1)

Implied

price

per

share

of

common

stock,

reflected

under

the

headings

“Comparable

Companies

Analysis”

and

“Precedent

Transaction

Analysis”,

based

on

applying

comparable

company

multiples

and

precedent

transaction

multiples

to

the

corresponding

OMNI

financial

statistics

as

provided

by

OMNI

management. 

Implied

price

per

share

of

common

stock,

reflected

under

the

heading

“Premiums

Paid

Analysis”

based

on

applying

premiums

paid

for

precedent

transactions

to

OMNI’s

last

trading

price

of

$2.05

per

share

as

of

May

28,

2010

(2)

Not

discounted

for

size,

marketability

or

liquidity

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

One Month Premium

One Week Premium

One Day Premium

Discounted Cash Flow Analysis

TEV/TTM EBITDA

TEV/CY 2011E EBITDA

TEV/CY 2010E EBITDA

TEV/TTM EBITDA

Comparable Companies Analysis

Offer: $2.75 per share

of Common Stock

Precedent Transactions Analysis

Discounted Cash Flow Analysis

Premiums Paid Analysis

$2.99

$2.09

$2.09

$3.51

$3.03

$2.15

$1.49

$3.34

$2.15

$2.44

$2.89

$2.93

$2.24

$3.01

$2.26

$2.69

20

COMPARABLE

COMPANIES

ANALYSIS

–

OVERVIEW

In

assessing

the

relative

value

of

OMNI

based

on

publicly

traded

companies,

GulfStar

analyzed

certain

publicly

traded

companies

that

were

determined

to

be

comparable

to

OMNI

based

on

business

focus

and/or

market

and

financial

characteristics

The selected comparable companies are as follows:

Superior Energy Services, Inc.

Oil States International, Inc.

Key Energy Services, Inc.

Complete Production Services, Inc.

Superior Well Services, Inc.

Basic Energy Services, Inc.

Allis-Chalmers Energy Inc.

Newpark

Resources, Inc.

Geokinetics

Inc.

TGC Industries Inc.

No company used in this analysis was viewed as an exact comparable to OMNI

Valuation multiples for the selected comparable companies were derived based on the following metrics:

Enterprise value as a multiple of TTM EBITDA that was adjusted to exclude stock based compensation and non-recurring operating expenses including

gains/losses on sale/disposal of fixed assets, litigation settlements, goodwill impairments, asset impairments and other non-recurring operating expenses

Enterprise value as a multiple of calendar year 2010 and 2011 estimated EBITDA based on research analyst consensus estimates

GulfStar

subjectively

selected

a

range

of

target

multiples

for

OMNI

derived

from

the

comparable

companies.

These

multiples

were

then

used

to

determine

an

implied

share

price

for

OMNI

based

on

OMNI’s

TTM

EBITDA

for

the

period

ending

March

31,

2010

and

OMNI

management’s

projected

calendar

year

2010

EBITDA

and

calendar

year

2011.

EBITDA

for

the

TTM

and

the

quarter

ending

March

31,

2010

were

adjusted

to

exclude,

as

applicable,

gains/losses

on

sale/disposal

of

fixed

assets,

stock

based

compensation,

litigation

settlements,

goodwill

impairments

and

asset

impairments

The implied price per share was calculated based on implied enterprise values from the various periods minus OMNI net debt divided by 26.31 million fully diluted

shares outstanding

21

SELECTED COMPARABLE PUBLIC COMPANIES

Superior

Energy

Services,

Inc.

provides

oilfield

services

and

equipment

focusing

on

serving

the

drilling

and

production-related

needs

of

oil

and

gas

companies

primarily

in

the

United

States.

It

operates

in

five

segments:

Well

Intervention

Services,

Rental

Tools,

Marine

Services,

Other

Oilfield

Services

and

Operations.

Oil

States

International,

Inc.

provides

specialty

products

and

services

to

oil

and

gas

drilling

and

production

companies

worldwide.

The

Company

operates

in

three

segments:

well

site

services,

offshore

products,

and

tubular

services.

Key

Energy

Services,

Inc.

is

an

onshore,

rig-

based

well

servicing

contractor

in

the

United

States.

The

Company

provides

a

variety

of

services

including:

well

servicing,

oilfield

transportation,

wire-line

services,

contract

drilling,

pressure

pumping,

well

stimulation,

and

fishing

and

rental

services.

Complete

Production

Services,

Inc.

provides

specialized

services

and

products

to

develop

hydrocarbon

reserves

for

oil

and

gas

companies

primarily

in

North

America

and

southeast

Asia.

It

operates

in

three

segments:

Completion

and

Production

Services,

Drilling

Services,

and

Product

Sales.

Superior

Well

Services,

Inc.

provides

a

range

of

wellsite

solutions

to

oil

and

natural

gas

companies

in

the

United

States.

It

operates

in

two

segments:

Technical

Services

and

Fluid

Logistics.

Allis-Chalmers

Energy

Inc.

operates

in

five

sectors

of

the

oil

and

natural

gas

service

industry:

directional

drilling

services,

compressed

air

drilling

services,

casing

and

tubing

services,

rental

tools,

and

production

services.

Newpark

Resources,

Inc.

provides

fluids

management,

waste

disposal,

and

well

site

preparation

products

and

services

primarily

to

the

oil

and

gas

exploration

and

production

industry

through

the

following

three

segments:

Fluids

Systems

and

Engineering,

Mats

and

Integrated

Services,

and

Environmental

Services.

TGC

Industries,

Inc.

provides

geophysical

services

for

clients

in

the

oil

and

gas

industry

in

the

continental

U.S.

and

Canada.

The

company

conducts

3-D

surveys

and

offers

seismic

data

acquisition

services

primarily

to

domestic

onshore

oil

and

gas

companies

for

use

in

onshore

drilling

and

production.

Basic

Energy

Services,

Inc.

provides

well

site

services

to

oil

and

gas

drilling

and

producing

companies

in

Texas,

Louisiana,

Oklahoma,

New

Mexico,

and

the

Rocky

Mountain

States.

The

Company

operates

in

four

segments:

well

servicing,

fluid

services,

drilling

and

completion

services,

and

well

site

construction

services.

Geokinetics

Inc.

provides

seismic

data

acquisition,

seismic

data

processing

and

interpretation

services

to

the

oil

and

natural

gas

industry.

22

COMPARABLE COMPANIES ANALYSIS

($ in millions, except per share data)

Offer

Company

Ticker

Price

Equity Value

Enterprise Value

TTM

(3)

CY 2010

(1, 3)

CY 2011

(1, 3)

TTM

(3)

CY 2010

(1, 3)

CY 2011

(1, 3)

CY 2010

(1, 3, 6)

CY 2011

(1, 3)

OMNI Energy Services Corp.

(1)

OMNI

$2.75

$72.3

$120.1

7.6x

6.4x

5.2x

13.8%

15.8%

18.3%

-1.6%

23.9%

Stock Price

Company

Ticker

5/28/2010

Equity Value

Enterprise Value

(2)

TTM

(3)

CY 2010

(3, 4)

CY 2011

(3, 4)

TTM

(3)

CY 2010

(4)

CY 2011

(4)

CY 2010

(4, 6)

CY 2011

(4)

Superior Energy Services, Inc.

SPN

$21.76

1,735.1

2,617.7

7.9x

5.6x

4.7x

24.0%

28.5%

30.9%

21.1%

20.9%

Oil States International, Inc.

OIS

39.04

1,990.2

2,087.0

6.7x

6.0x

4.9x

15.7%

15.9%

17.5%

4.6%

22.0%

Key Energy Services, Inc.

KEG

9.56

1,200.3

1,700.7

16.5x

(5)

8.6x

5.3x

9.8%

14.4%

19.6%

55.2%

64.3%

Complete Production Services, Inc.

CPX

13.01

1,022.3

1,567.0

10.4x

6.2x

4.8x

14.7%

19.1%

21.0%

56.4%

29.6%

Superior Well Services, Inc.

SWSI

15.11

503.6

745.4

134.1x

(5)

10.5x

6.1x

1.4%

12.7%

18.6%

NM

71.9%

Basic Energy Services, Inc.

BAS

8.16

336.8

729.9

21.0x

(5)

9.1x

5.6x

6.8%

12.7%

17.9%

NM

61.6%

Allis-Chalmers Energy Inc.

ALY

2.88

208.8

710.3

9.3x

6.4x

4.5x

15.2%

18.8%

23.4%

33.5%

42.6%

Newpark Resources, Inc.

NR

6.42

573.0

689.9

19.0x

(5)

7.9x

6.3x

6.9%

12.8%

14.0%

NM

26.2%

Geokinetics Inc.

GOK

5.33

90.2

455.9

7.0x

5.8x

3.0x

13.9%

13.2%

18.7%

-14.1%

89.9%

TGC Industries, Inc.

TGE

3.38

68.1

57.6

4.6x

3.0x

2.5x

14.7%

17.3%

17.0%

-4.2%

18.2%

Mean

7.7x

6.9x

4.8x

12.3%

16.5%

19.9%

21.8%

44.7%

Median

7.5x

6.3x

4.9x

14.3%

15.1%

18.7%

21.1%

36.1%

High

10.4x

10.5x

6.3x

24.0%

28.5%

30.9%

56.4%

89.9%

Low

4.6x

3.0x

2.5x

1.4%

12.7%

14.0%

-14.1%

18.2%

(1) OMNI projected financial information per management forecast; Offer price based on Draft Agreement and Plan of Merger dated June 2, 2010

(2) Enterprise value is defined as equity value plus book value of preferred stock, minority interest, and company net debt which is defined as debt minus cash and cash equivalents

(3) Excludes stock based compensation expense and non-recurring operating expenses.  TTM is defined as the trailing twelve month period ending March 31, 2010

(4) CY 2010 and CY 2011 estimates based on Capital IQ consensus estimates

(5) TTM EV/EBITDA multiples greater than 15x are excluded from summary table

(6) EBITDA growth rates in excess of 100% or growth rates from companies moving from negative to positive EBITDA are reflected as not meaningful (NM) and excluded from mean, median, high and low calculations

FD Enterprise Value as a Multiple of EBITDA

EBITDA Growth

EBITDA Growth

FD Enterprise Value as a Multiple of EBITDA

EBITDA Margin

EBITDA Margin

Fully Diluted (FD)

Fully Diluted (FD)

23

COMPARABLE

COMPANIES

ANALYSIS

–

IMPLIED

VALUATION

($ in millions except per share values)

OMNI

Financial

Statistics

(1)

Selected Multiple Range

Implied

Price

Per

Share

(2)

TTM EBITDA

$15.8

6.5x

-

8.0x

$2.09

-

$2.99

CY 2010 EBITDA

$18.7

5.5x

-

7.5x

$2.09

-

$3.51

CY 2011 EBITDA

$23.2

4.5x

-

5.5x

$2.15

-

$3.03

(1) Per historical filings and management projections

(2) Calculated based on implied enterprise value minus OMNI net debt divided by 26.31 million FD shares outstanding

24

PRECEDENT

TRANSACTIONS

ANALYSIS

–

OVERVIEW

Although there have been a large number of closed transactions in OMNI’s industry over the last several years, financial terms have not

been publicly disclosed for many of these transactions

In selecting the transactions used in our analysis, GulfStar searched selected databases and public filings for precedent transactions.  We

identified eleven (11) closed transactions that were announced after June 1, 2006 that were determined to be comparable to OMNI based

on several criteria including target industry focus and service offerings

Valuation

multiples

for

the

selected

precedent

transactions

were

derived

based

on

the

transaction

enterprise

value

at

the

date

of

announcement

as

a

multiple

of

TTM

EBITDA,

based

on

the

last

publicly

available

financial

information

prior

to

the

transaction. 

EBITDA

was

adjusted

to

exclude

stock

based

compensation

and

non-recurring

operating

expenses

including

gains/losses

on

sale/disposal

of

fixed

assets,

litigation

settlements,

goodwill

impairments,

asset

impairments

and

other

non-recurring

operating

expenses

when

such

information

was

available

GulfStar

subjectively

selected

a

range

of

target

multiples

for

OMNI

derived

from

the

precedent

transactions.

These

multiples

were

then

used

to

determine

an

implied

enterprise

value

for

OMNI

based

on

OMNI’s

TTM

EBITDA

for

the

period

ending

March

31,

2010,

adjusted

to

exclude

gains/losses

on

sale/disposal

of

fixed

assets,

stock

based

compensation,

litigation

settlements,

goodwill

impairments

and

asset

impairments

to

derive

a

value

for

OMNI 

The implied price per share was calculated based on the implied enterprise value minus OMNI’s net debt divided by 26.31 million fully

diluted shares outstanding

25

PRECEDENT TRANSACTIONS ANALYSIS

($ in millions)

Enterprise

Target TTM

(2)

Enterprise Value /

Announced Date

Closed Date

Acquiror

Target

Target Description

Value

(1)

EBITDA

(2)

EBITDA Margin

(2)

TTM EBITDA

(3, 4)

12/11/2009

1/26/2010

Superior Energy Services, Inc.

Hallin Marine Subsea

International Plc

Provides marine and subsea installation services, and subsea intervention

systems to oil and gas, nuclear, and renewable energy sectors in the United

States and internationally.

$175.5

$31.1

22.1%

5.6x

8/31/2009

4/28/2010

Baker Hughes Incorporated

BJ Services Company

Provides pressure pumping and other oilfield services to the oil and natural gas

industry in the United States, Mexico, Canada, and internationally, both land

and offshore.

5,528.7

865.5

18.0%

6.4x

(3, 5)

4/29/2009

7/31/2009

Clean Harbors Canada, Inc.

Eveready Inc.

Provides industrial and oilfield maintenance and production services for the

energy, resource, and industrial sectors in Canada, the United States, and

internationally.

391.5

80.4

14.4%

4.9x

6/3/2008

8/18/2008

Smith International, Inc.

W-H Energy Services, Inc.

Provides products and services for the drilling and completion of oil and natural

gas wells, and the production of oil and natural gas in North America and

international areas.

3,111.9

305.1

26.4%

10.2x

(6)

3/29/2008

5/20/2008

BJ Services Company

Innicor Subsurface Technologies

Inc.

Engages in the design, manufacture, rental, servicing, and distribution of tools

and equipment used in the completion and production phases of oil and gas

wells primarily in the United States and Canada.

52.0

5.3

9.0%

9.9x

(7)

1/30/2008

4/4/2008

Essential Energy Services Trust

Builders Energy Services Trust

Operates as an open-end investment trust providing oilfield services to

customers involved in crude oil and natural gas exploration, development, and

production in the Western Canadian Sedimentary Basin.

152.7

28.6

17.2%

5.3x

6/12/2007

12/11/2007

Cal Dive International, Inc.

Horizon Offshore, Inc.

Provides marine construction services for the offshore oil and gas and energy

industries.

651.4

105.5

20.9%

6.2x

11/1/2006

2/14/2007

ValueAct Capital, LLC

Seitel, Inc.

Provides seismic data to the oil and gas industry in North America.

666.6

125.3

78.8%

5.3x

(8)

10/23/2006

1/8/2007

National Oilwell Varco, Inc.

NQL Energy Services Inc.

Engages in the design, manufacture, lease, and sale of various bottom hole

assemblies to the directional drilling and straight hole drilling markets.

303.5

48.2

38.7%

6.3x

9/25/2006

12/12/2006

Superior Energy Services, Inc.

Warrior Energy Services

Corporation

Provides cased-hole wireline and well intervention services to exploration and

production companies.

355.0

31.8

32.0%

11.2x

9/5/2006

1/12/2007

Compagnie Generale de

Geophysique

Veritas DGC Inc.

Provides geophysical information and services to oil and gas companies

worldwide, primarily acquiring, processing, interpreting and marketing

geophysical information that provides 2D and 3D images of the subsurface.

2,857.3

413.4

46.7%

6.9x

Mean

7.1x

Median

6.3x

High

11.2x

Low

4.9x

Source: Public filings, Capital IQ and other publicly available information

Notes:

(1) Enterprise value defined as equity consideration plus target net debt prior to announcement based on the equity value at announcement of the transaction

(3) TTM EBITDA figure does not exclude any applicable stock based compensation expense

(4) Enterprise value and EBITDA converted using the US $1.00 / GBP £1.46025 at announced date

(5) Enterprise value and EBITDA converted using the US $1.00 / CAD $.81892 at announced date

(6) Enterprise value and EBITDA converted using the US $1.00 / CAD $.9858 at announced date

(7) Enterprise value and EBITDA converted using a US $1.00 / CAD $.9954 at announced date

(8) Enterprise value and EBITDA converted using a US $1.00 / CAD $.8870 at announced date

(2) TTM EBITDA calculated using the last publicly available financial information prior to announcement; TTM EBITDA excludes stock based compensation and non-recurring operating expenses unless

otherwise noted in note 3.   TTM is defined as the trailing twelve month period ending March 31, 2010

26

PRECEDENT

TRANSACTIONS

ANALYSIS

–

IMPLIED

PRICE

PER

SHARE

($ in millions except per share values)

OMNI Financial Statistic

(1)

Selected Multiple Range

Implied Price Per Share

(2)

TTM EBITDA

$15.8

5.5x

-

7.5x

$1.49

-

$2.69

(1) Per historical filings

(2) Calculated based on implied enterprise value minus OMNI net debt divided by 26.31 million FD shares outstanding

27

DISCOUNTED

CASH

FLOW

ANALYSIS

–

OVERVIEW

GulfStar utilized OMNI management forecast for the period between April 1, 2010 and December 31, 2015 and the implied unlevered

free cash flow derived from EBITDA minus the sum of capital expenditures, increases in working capital and cash taxes

The projected unlevered free cash flow and the terminal value were discounted based on a range of discount rates of 17% to 19%

The implied price per share was calculated based on implied enterprise values from the discounted cash flow analysis minus OMNI’s net

debt divided by 26.31 million fully diluted shares outstanding

28

DISCOUNTED CASH FLOW ANALYSIS

($ in millions)

6/1/10 -

FYE December 31,

12/31/10

2011E

2012E

2013E

2014E

2015E

EBIT

(1)

$5.1

$9.3

$8.9

$9.7

$11.9

$15.6

   Depreciation and amortization

7.9

13.9

14.5

15.2

15.9

16.6

EBITDA

(1)

12.9

23.2

23.5

24.8

27.7

32.2

Plus

Proceeds from asset sale at book value

0.0

0.7

0.0

0.0

0.0

0.0

Less

Capital Expenditures

(2)

(2.3)

(4.0)

(4.0)

(4.0)

(4.0)

(4.0)

Increase in net working capital

(3,4)

(0.6)

(0.4)

(0.4)

(0.7)

(0.8)

(1.0)

Tax Payments

(1.0)

(2.2)

(2.2)

(3.2)

(4.5)

(6.2)

Unlevered Free Cash Flows

$9.1

$17.4

$16.8

$17.0

$18.4

$20.9

Projections based on OMNI management forecast

NUMBERS MAY NOT ADD VERTICALLY DUE TO ROUNDING

Terminal Growth

4.00%

4.50%

5.00%

5.50%

6.00%

    WACC

17.0%

121.3

124.4

127.8

131.5

135.5

17.5%

116.6

119.4

122.5

125.8

129.5

18.0%

112.2

114.8

117.6

120.6

123.9

18.5%

108.2

110.5

113.1

115.8

118.8

19.0%

104.4

106.6

108.9

111.4

114.1

    WACC

17.0%

70.1%

70.7%

71.2%

71.8%

72.4%

17.5%

69.5%

70.0%

70.6%

71.1%

71.7%

18.0%

68.9%

69.4%

69.9%

70.5%

71.0%

18.5%

68.4%

68.8%

69.3%

69.8%

70.4%

19.0%

67.8%

68.3%

68.8%

69.2%

69.7%

Terminal Growth

4.00%

4.50%

5.00%

5.50%

6.00%

    WACC

17.0%

$2.79

$2.91

$3.04

$3.18

$3.34

17.5%

$2.61

$2.72

$2.84

$2.97

$3.10

18.0%

$2.45

$2.55

$2.65

$2.77

$2.89

18.5%

$2.29

$2.38

$2.48

$2.59

$2.70

19.0%

$2.15

$2.23

$2.32

$2.42

$2.52

Notes

(1) Adjusted to exclude stock based compensation

(2) 6/1/10 - 6/30/10 capital expenditures based on 1/3 management estimated capital expenditures from 3/31/10 - 6/30/10

(3) Net working capital equal to the sum of trade receivables, other receivables, prepaid expenses and inventory minus accounts payable and accrued current expenses

(4) 6/1/10 - 6/30/10 change in net working working capital based on management estimated change in working capital from 3/31/10 - 6/30/10

(5) Based on Enterprise Value minus net debt divided by 26.31 million shares outstanding

Implied Enterprise Value as of 06/01/2010

% of Implied Enterprise Value from Terminal Value

Implied Price per Fully Diluted Common Share 06/01/2010  (5)

29

DISCOUNTED

CASH

FLOW

ANALYSIS

–

IMPLIED

PRICE

PER

SHARE

Selected Range

Implied Price Per Share

(1)

17.0%

-

19.0%

$2.15

-

$3.34

4.0%

-

6.0%

WACC

Terminal Growth Rate

(1) Calculated based on implied enterprise value minus OMNI net debt divided by 26.31

million FD shares outstanding

30

WEIGHTED AVERAGE COST OF CAPITAL

A.

Cost

of

Debt

(Kd)

(1)

Estimated

Cost

of

Borrowing

(2)

6.0%

Tax Rate (T)

(3)

45.0%

Kd

=

3.3%

B.

Cost

of

Equity

(Ke)

(4)

Risk

Free

Rate

(Rf)

(5)

2.2%

Beta

(B)

(6)

2.43

Market

Risk

Premium

(Rm

-

Rf)

(7)

6.7%

Size

Premium

(Sp)

(8)

9.1%

Ke

=

27.5%

C.

Weighted

Average

Cost

of

Capital

(WACC)

(9)

Debt

to

Capitalization

Ratio

(10)

39.8%

Implied

Equity

to

Capitalization

Ratio

(11)

60.2%

WACC =

17.9%

(1)

Cost

of

Debt:

Cost

of

Borrowing

*

(1-

tax

rate)

(2)

Source: OMNI management

(3)

Based on projected long-term tax rate, per OMNI management

(4)

Cost

of

Equity:

Rf

+

B

*

(Rm

-

Rf)

(5)

Source: Federal Reserve.  Yield on 5-year US Treasury as of 5/28/10

(6)

Historical levered beta against S&P 500 over the 2 years ending 5/28/10

(7)

Source: Ibbotson Associates 2010.  Large company stock total returns (Rm) minus long-term government bond income returns (Rf).

(8)

(9)

WACC:

[(Rf

+

B

*

(Rm

-

Rf)

+

Sp)

*

(E

/

(D

+

E))]

+

Kd

*

(1-T)

*

(D

/

(D

+

E))]

(10)

(11)

Implied equity to capitalization ratio is defined as one minus the debt to capitalization ratio

Source: Ibbotson Associates 2010.  Expected return in excess of the capital asset pricing model (CAPM), based on all U.S. publicly traded

companies with market capitalization greater than $76 million, but less than $124 million

Debt to capitalization ratio is defined as net debt divided by the offer implied enterprise value as of March 31, 2010 per Form 10-Q for the quarter

ending March 31, 2010

31

PREMIUMS

PAID

ANALYSIS

-

OVERVIEW

GulfStar analyzed the premiums paid in selected transactions that were announced on or after June 1, 2006 and have subsequently closed,

where the target was an oilfield service or related company whose common stock traded on the NYSE, Nasdaq or AMEX

Premiums paid for the selected transactions were derived based on the price per share paid to shareholders in the transactions based on

historical

prices

on

the

date

of

announcement,

one

week

prior

to

announcement

and

one

month

prior

to

announcement

GulfStar subjectively selected a range of premiums for OMNI derived from the premiums paid analysis 

The

implied

premiums

were

applied

to

OMNI’s

closing

share

price

on

May

28,

2010

to

derive

an

implied

range

of

prices

for

OMNI’s

common

stock

32

PREMIUMS PAID ANALYSIS

($ in millions, except per share data)

Equity

Announced Date

Closed Date

Acquiror

Target

Value

1 Day

(1)

1 Week

(2)

1 Month

(3)

8/31/2009

4/28/2010

Baker Hughes Inc

BJ Services Company

$5,239.6

16.3%

16.0%

26.5%

6/1/2009

11/18/2009

Cameron International

Corporation

NATCO Group Inc.

749.6

30.8%

47.0%

45.8%

6/8/2008

12/23/2008

Precision Drilling Trust

Grey Wolf Inc.

1,784.0

9.1%

13.6%

19.0%

6/3/2008

8/18/2008

Smith International Inc.

W-H Energy Services, Inc.

2,929.2

9.4%

10.2%

24.5%

12/16/2007

4/21/2008

National Oilwell Varco, Inc.

Grant Prideco Inc.

7,304.7

22.2%

15.9%

23.2%

6/12/2007

12/11/2007

Cal Dive International Inc

Horizon Offshore Inc.

629.4

13.6%

10.1%

22.7%

3/28/2007

6/14/2007

United States Steel Corp.

Lone Star Technologies, Inc.

2,068.5

37.6%

38.7%

35.5%

3/18/2007

7/11/2007

Hercules Offshore, Inc.

TODCO

2,441.2

28.9%

25.4%

28.3%

2/11/2007

5/7/2007

Tenaris SA

Hydril Company LP

2,051.4

16.8%

16.2%

40.5%

11/1/2006

2/14/2007

ValueAct Capital, LLC

Seitel Inc.

574.5

5.5%

3.1%

2.0%

9/25/2006

12/12/2006

Superior Energy Services Inc.

Warrior Energy Services

Corporation

293.0

85.1%

59.7%

35.0%

9/10/2006

12/1/2006

IPSCO Inc.

NS Group Inc.

1,495.0

43.0%

42.0%

41.0%

9/5/2006

1/12/2007

Compagnie Generale de

Geophysique

Veritas DGC Inc.

3,056.1

20.6%

37.3%

33.4%

6/12/2006

10/5/2006

Tenaris SA

Maverick Tube Corp.

2,402.1

36.6%

36.4%

19.8%

Mean

26.8%

26.5%

28.4%

Median

21.4%

20.8%

27.4%

High

85.1%

59.7%

45.8%

Low

5.5%

3.1%

2.0%

Source: Public filings, Capital IQ and other publicly available information

(1) One day premium defined as the percentage differential between the offer price and the target's closing stock price on the last trading day before announcement

(2) One week premium defined as the percentage differential between the offer price and the target's closing stock price five trading days before announcement

(3) One month premium defined as the percentage differential between the offer price and the target's closing stock price thirty days before announcement, adjusted for weekends and/or holidays

Premium to Stock Price

33

PREMIUMS PAID ANALYSIS –

IMPLIED VALUE PER SHARE

OMNI

Price

Per

Share

(1)

Selected Premium Range

Implied

Price

Per

Share

(5)

As of 5/28/10

$2.05

One

Day

(2)

9.1%

-

43.0%

$2.24

-

$2.93

As of 5/28/10

$2.05

One

Week

(3)

10.1%

-

47.0%

$2.26

-

$3.01

As of 5/28/10

$2.05

One

Month

(4)

19.0%

-

41.0%

$2.44

-

$2.89

(1) Source Capital IQ

(2) One day premium defined as the percentage differential between the offer price and the target's closing stock price on the last trading day before announcement

(3) One week premium defined as the percentage differential between the offer price and the target's closing stock price five trading days before announcement

(5) Implied price based on OMNI's

closing share price as of May 28, 2010

(4) One month premium defined as the percentage differential between the offer price and the target's closing stock price thirty

days before announcement, adjusted

for weekends and/or holidays

700 Louisiana Street  •

Thirty-Eighth Floor  •

Houston, Texas  77002

T 713.300.2020  •

F 713.300.2021

www.gulfstargroup.com

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