Filed by Excel Maritime Carriers Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Quintana Maritime Limited
SEC Registration Statement No.: 333-149285
THE FOLLOWING ARE MATERIALS USED IN A PRESENTATION GIVEN AT THE SECOND Annual Invest in International Shipping Conference HELD ON MARCH 20, 2008.
| 2nd Annual Invest in International Shipping Conference March 20, 2008 Excel Maritime Carriers Ltd. NYSE: “EXM” |
| Page 2 This presentation contains forward-looking statements within the meaning of applicable federal securities laws, including statements relating to the Company’s proposed acquisition of Quintana Maritime Limited. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained here in that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Actual results and the timing of certain events may differ significantly from the results discussed or implied in such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, the ability to obtain the approval of Quintana’s shareholders for the Company’s proposed acquisition of Quintana, the Company’s ability to obtain financing for the proposed acquisition of Quintana and other factors described in, or incorporated by reference in, but are not limited to , the Company’s Registration Statement (Form F-4) filed with the Securities and Exchange Commission, particularly those describing variations on charter rates and their effect on the Company’s revenues, net income and profitabilit y. Disclaimer Forward-Looking Statements |
| Page 3 Company Overview Owner and Operator of Dry Bulk Carriers. Publicly Traded corporation in the US since 1998. Ticker: EXM. Delivered 9 consecutive years of profitability to shareholders. Fleet of 18 vessels: 10 Panamax, 6 Handymax and 2 Supramaxes Announced Acquisition of Quintana Maritime Ltd. (QMAR) Jan. 29, 2008. |
| Page 4 $0.47 $9.3 $20.2 $35.2 Q4- 2006 $4.25 $84.9 $124.6 $177.5 Full Year 2007 $1.56 $31.1 $74.1 $124.1 Full Year 2006 $1.71 EPS $34.1 Net Income $43.4 EBITDA $60.9 Total Revenue Q4- 2007 (USD in millions, except per share amounts) 4th Quarter and Full Year 2007 Financial Highlights |
| Page 5 THE “NEW” EXCEL |
| Page 6 Our Vision for the Combination of Two World Class Shipping Companies Transaction will create one of the world’s largest dry bulk owners and operators by dwt – 3.7 million on the water, 1.4 million from newbuilds 47 operated vessels on the water 8 newbuilds to be operated with delivery 2008 to 2010 (incl. 7 NB’s to be owned by JV) Ability to offer full spectrum of dry bulk vessels to customer base |
| Page 7 0.7 0.7 0.9 1.8 1.9 2.9 3.1 3.7 11 Ships 9 Ships 18 Ships 18 Ships 28 Ships 36 Ships 38 Ships 47 Ships 0.0 1.5 3.0 4.5 Paragon Ocean Freight Eagle Diana Genco DryShips Navios New Excel Million DWT We Will Be The Largest Dry Bulk Shipping Company Listed in US by Operated DWT Note: The number of vessels includes both owned and chartered-in vessels, but not Newbuildings. (1) Fleet includes dry bulk vessels only. (2) Fleet does not include the capesize Netadola which was sold in December 2007. (1) (2) Clear Market Leadership |
| Page 8 Significant Contract Coverage with Upside Potential Note: Expected pro forma charter coverage. Charter fixed days over total operating days. Includes 8 NB’s vessels to be delivered in years 2008-2010. ~$800 million in fixed revenues insulates Company from Near Term Volatility while Retaining Upside Potential Fixed charter coverage 78% 57% 46% Net Combined Fixed Revenue (USD millions) $367 $247 $194 16,476 16,780 17,928 12,930 9,640 8,276 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 20,000 2008 2009 2010 Number of Days Operating Days Fixed Days |
| Page 9 Forecast Contracted Revenue Coverage of Fixed Charges $0 $100 $200 $300 $247 $283 Contracted revenue Principal Net interest Dry docking costs $0 $100 $200 $300 $400 $367 $218 $0 $50 $100 $150 $200 $250 $194 $ 200 Contracted Revenue Coverage Of Fixed Charges 1.68x 0.87x 0.97x 2008 2009 2010 |
| Page 10 Upside Potential From Current Unfixed Combined Fleet $89 $179 $177 $357 $266 $536 $ $100 $200 $300 $400 $500 $600 2008 2009 (USD in millions) $25,000 $50,000 $75,000 Average Daily Rate for Unfixed Vessels: |
| Page 11 Transaction Overview & Funding • Qmar Acquisition of approximately 1.546 billion* • Cash Portion of approximately $768 million • New Excel shares to be issued are approximately 23.48 million Uses $768 Cash Portion $660 Refinancing of Qmar debt $182 Refinancing of Exm Debt $ 45 Transaction Costs (Both Co. incl. financing costs) $1,656 Total Uses Sources $375 On Balance Sheet Cash $7 Exp. Warrant Conv. Proceeds $1,400 New Loan Facility $1,782 Total Sources $126 Excess Balance sheet cash Transaction Overview Sources and Uses * Based on Exm share price of $33 |
| Page 12 Pro Forma Capitalization 54% 18% Net Debt to capitalization $ 2,855 $ 808 Total Capitalization $ 1,200 $ 400 Shareholders’ Equity $ 1,529 $ 149 Net Debt $ 1,655 $ 408 Total Debt $ 150 $ 150 Unsecured Debt $ 1,505 $ 258 Secured Debt $ 126 $ 259 Cash and cash equivalents Pro Forma Consolidated** Excel Maritime* (US$ millions) *As of Dec 31, 2007 ** Estimated as of Dec. 31,2007 |
| Page 13 Strategic Merits of the Combined Company • Forms an industry leader - the largest dry bulk company by owned and operated vessel deadweight tonnage publicly listed in the U.S. • Strong cash flow visibility, with charter coverage to protect from near term market volatility • Modern, diverse fleet with a full spectrum of vessel sizes to service customers • Enhanced growth prospects from existing newbuilding program • Significant synergies from fleet combination • Long-term relationships with broad, investment grade customer base • Experienced management team with proven track record to lead the combined company |
| Page 14 Appendix |
| Page 15 Historical Income Statement 4th Quarter ‘07 19,949,644 19,949,644 Weighed Average Number of Shares, basic 19,949,644 20,003,703 Weighed Average Number of Shares, diluted $0.47 $1.71 EPS basic and Diluted $9,340 $34,130 Net Income ($2,453) ($817) Net Interest Income (Expense) $8,261 $8,295 Depreciation & Amortization $20,168 $43,369 EBITDA $3,964 $4,223 General & Administrative Expenses $7,826 $8,786 Operating Expenses $31,819 $56,439 Net Revenues $3,402 $4,477 Voyage Expenses $35,221 $60,916 Total Revenues Unaudited Unaudited (USD in thousands except per day and per share data) Q4-2006 Q4-2007 |
| Page 16 Historical Income Statement Full Year 2007 $1.56 $4.25 EPS Diluted 19,947,411 19,949,644 Weighed Average Number of Shares, basic 19,947,411 19,965,676 Weighed Average Number of Shares, diluted $1.56 $4.26 EPS basic and Diluted $31,106 $84,895 Net Income ($12,617) ($7,490) Net Interest Income (Expense) $30,000 $31,768 Depreciation & Amortization $74,149 $124,639 EBITDA - $6,194 Gain from Vessel Sales $10,049 $12,953 General & Administrative Expenses $30,414 $33,637 Operating Expenses $114,464 $164,226 Net Revenues $9,645 $13,281 Voyage Expenses $124,109 $177,507 Total Revenues Unaudited Unaudited (USD in thousands except per day and per share data) Full Year 2006 Full Year 2007 |
| Page 17 Historical Balance Sheet * Includes $11.8 mil and $10.4 mil of non-current restricted cash for Dec. 2007 and Dec. 2006 respectively. **Includes the current portion of long-term debt which amounted to $39.1 and $32.5mil for Dec. 2007 and Dec. 2006 respectively. 22% 18% Net Debt/ Total Capitalization 40% 50% Total Debt/ Total Capitalization $549,351 $824,396 Total Liabilities and Equity $320,161 $399,820 Shareholder's Equity $217,919 $407,765 Long Term Debt** $43,719 $55,990 Current Liabilities $549,351 $824,396 Total Assets $4,696 $15,520 Other Assets $438,401 $528,630 Fixed Assets $95,788 $252,734 Current Assets $101,289 $258,672 Cash and Cash Equivalents* Audited Unaudited (USD in thousands) December 31, 2006 December 31, 2007 |
| Page 18 Appendix - Combined Fleet Profile Time Charter Vessel Vessel Type Ownership Age DWT Expiration Deployment Iron Beauty Capesize Owned 6.4 Yrs 165,500 Jun-10 Period Kirmar Capesize Owned 6.2 Yrs 165,500 Apr-08 Period Iron Miner Capesize Owned 0.8 Yrs 177,000 Apr-12 Period L Beilun Capesize Owned 8.7 Yrs 170,162 Jun-10 Period Iron Endurance(1) Capesize Owned -- 180,000 Dec-15 Period Christine(1) Capesize Joint Venture -- 180,000 Feb-16 Period Hope(1) Capesize Joint Venture -- 181,000 -- Spot Lillie(1) Capesize Joint Venture -- 181,000 Jun-15 Period Fritz(1) Capesize Joint Venture -- 180,000 Nov-15 Period Benthe(1) Capesize Joint Venture -- 180,000 -- Spot Gayle Frances(1) Capesize Joint Venture -- 180,000 Jan-14 Period Iron Lena(1) Capesize Joint Venture -- 180,000 Feb-15 Period Iron Bradyn Kamsarmax Owned 2.9 Yrs 82,769 Dec-10 Period Iron Fuzeyya Kamsarmax Owned 1.9 Yrs 82,209 Dec-10 Period Iron Kalypso Kamsarmax Owned 1.9 Yrs 82,224 Dec-10 Period Ore Hansa Kamsarmax Owned 1.8 Yrs 82,229 Dec-10 Period Santa Barbara Kamsarmax Owned 1.8 Yrs 82,266 Dec-10 Period Iron Bill Kamsarmax Owned 1.6 Yrs 82,000 Dec-10 Period Iron Vassilis Kamsarmax Owned 1.5 Yrs 82,000 Dec-10 Period Iron Anne Kamsarmax Owned 1.3 Yrs 82,000 Dec-10 Period Coal Gypsy Kamsarmax Owned 1.2 Yrs 82,300 Dec-10 Period Pascha Kamsarmax Owned 1.1 Yrs 82,300 Dec-10 Period Coal Hunter Kamsarmax Owned 1.0 Yrs 82,300 Dec-10 Period Iron Lindrew Kamsarmax Owned 0.9 Yrs 82,300 Dec-10 Period Iron Brooke Kamsarmax Owned 0.8 Yrs 82,300 Dec-10 Period Iron Manolis Kamsarmax Owned 0.7 Yrs 82,300 Dec-10 Period (1) Newbuildings delivery between 2008 and 2010. Total of 55 vessels, an average age for the operating fleet of 8.1 years and 5.2 million DWT, including the newbuildings. |
| Page 19 Appendix - Combined Fleet Profile Time Charter Vessel Vessel Type Ownership Age DWT Expiration Deployment Coal Pride Panamax Owned 8.1 Yrs 72,600 Jun-10 Period Grain Express Panamax Owned 3.7 Yrs 76,466 Dec-10 Period Iron Knight Panamax Owned 3.5 Yrs 76,429 Dec-10 Period Grain Harvester Panamax Owned 3.4 Yrs 76,417 Dec-10 Period Fortezza Panamax Owned 14.5 Yrs 69,634 Feb-08 Short Period Rodon Panamax Owned 14.5 Yrs 73,670 Oct-08 Period Angela Star Panamax Owned 9.5 Yrs 73,798 Nov-08 Period Happy Day Panamax Owned 10.5 Yrs 71,694 Dec-08 Period Renuar Panamax Owned 14.5 Yrs 70,128 Mar-09 Period Isminaki Panamax Owned 9.5 Yrs 74,577 Sep-09 Period Powerful Panamax Owned 13.5 Yrs 70,083 Jun-09 Period First Endeavour Panamax Owned 13.5 Yrs 69,111 May-09 Period Elinakos Panamax Owned 10.5 Yrs 73,751 Sep-09 Period Birthday Panamax Owned 14.5 Yrs 71,504 Feb-08 Spot Fearless 1 Panamax Leased 10.7 Yrs 73,427 Jun-08 Period King Coal Panamax Leased 11.0 Yrs 72,873 May-08 Period Coal Age Panamax Leased 10.5 Yrs 72,861 Dec-08 Period Iron Man Panamax Leased 10.5 Yrs 72,861 Aug-10 Period Linda Leah Panamax Leased 10.9 Yrs 73,390 Oct-09 Period Barbara Panamax Leased 10.7 Yrs 73,390 Jun-08 Period Coal Glory Panamax Leased 12.8 Yrs 73,670 Aug-08 Period July M Supramax Owned 2.5 Yrs 55,567 Jan-08 Spot Mairouli Supramax Owned 2.5 Yrs 53,206 Feb-08 Spot Lady Handymax Owned 22.5 Yrs 41,090 Jan-08 Short Period Emerald Handymax Owned 9.5 Yrs 45,588 Feb-08 Short Period Marybelle Handymax Owned 20.5 Yrs 42,552 Apr-08 Short Period Princess I Handymax Owned 13.5 Yrs 38,858 Jul-09 Period Attractive Handymax Owned 22.5 Yrs 41,524 -- Under Dry Dock Swift Handymax Owned 23.5 Yrs 37,687 Feb-08 Spot Total of 55 vessels, an average age for the operating fleet of 8.1 years and 5.2 million DWT, including the newbuildings. |
| Page 20 Important Information In connection with the Company’s proposed acquisition of Quintana, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form F-4 containing a proxy statement/prospectus. The proposed merger transaction involving the Company and Quintana will be submitted to Quintana’s shareholders for their consideration. Shareholders are encouraged to read the proxy statement/prospectus regarding the proposed transaction because it contains important information. Shareholders may obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about the Company and Quintana without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the Securities and Exchange Commission that are incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to the Company or to Quintana per the following contact information. To the Company: Investor relations/ Financial Media at Capital Link, Inc., 230 Park Avenue – Suite 1536, New York, NY 10160, USA, Attention: Nicolas Bornozis, (212) 661-7566, or to Quintana: Investor relations/ Financial Media at Capital Link, Inc., 230 Park Avenue – Suite 1536, New York, NY 10160, USA, A t t e n t i o n : R a m n i q u e G r e w a l ( 2 1 2 ) 6 6 1 - 7 5 6 6 . The Company, Quintana and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger transaction. Information regarding the Company’s directors and executive officers is available in the Company’s notice of annual meeting and proxy statement for its most recent annual meeting and the Company’s Annual Report on Form 20-F for the year ended December 31, 2006, which were filed with the Securities and Exchange Commission on September 14, 2007 and June 26, 2007, respectively, and information regarding Quintana’s directors and executive officers is available in Quintana’s proxy statement for its most recent annual meeting of shareholders and Quintana’s most recent Annual Report on Form 10-K which were filed with the Securities and Exchange Commission on April 2, 2007, and February 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials that have been filed with the Securities and E x c h a n g e C o m m i s s i o n . |
| Page 21 Contacts Company Contact: Lefteris Papatrifon Chief Financial Officer Tel: +30 210 6209 520 E-mail: info@excelmaritime.com Investor Relations: Nicholas Bornozis President Capital Link, New York Tel: 212-661-7566 E-mail: nbornozis@capitallink.com |
