GENERAL MARITIME CORPORATION
CONTACT:
Jeffrey D. Pribor
Chief Financial Officer
General Maritime Corporation
(212) 763-5680
GENERAL MARITIME CORPORATION
ANNOUNCES PRICING OF CASH TENDER OFFER
FOR ITS OUTSTANDING 10% SENIOR NOTES DUE 2013
AND AMENDMENTS TO OFFER TO PURCHASE
New York, NY - December 27, 2005 - General Maritime Corporation (NYSE: GMR)
announced today that is has determined the Reference Treasury Yield (as defined
below) and associated tender offer yield in connection with its previously
announced cash tender offer and consent solicitation for any and all of its
outstanding 10% Senior Notes due 2013 (the "Notes") (CUSIP 370290AC2). The
tender offer and consent solicitation are subject to the terms and conditions
set forth in the Company's Offer to Purchase for Cash and Solicitation of
Consents dated December 15, 2005 (the "Offer to Purchase") and the related
Letter of Transmittal and Consent. The tender offer yield will be 4.865%.
Holders who validly tender (and do not validly withdraw) Notes prior to 5:00
p.m., New York City time, on Thursday, December 29, 2005, unless extended or
earlier terminated (such date and time, as the same may be extended, the
"Consent Time"), will receive total consideration per $1,000.00 principal amount
of Notes tendered of $1,151.12 (the "Total Purchase Price") (assuming a payment
date for such Notes of December 30, 2005), which includes a consent payment of
$30.00 (the "Consent Payment"), plus accrued and unpaid interest on the Notes
tendered up to, but not including, the payment date for such Notes. Holders who
tender their Notes must consent to certain proposed amendments to the Indenture,
dated as of March 20, 2003 (the "Indenture"), under which the Notes were issued,
to eliminate substantially all of the restrictive covenants and the related
default provisions in the Indenture, and the execution of a supplemental
indenture to amend the Indenture accordingly. The proposed amendments would
eliminate restrictions related to the Company's ability to pay dividends or
repurchase stock and other restrictions detailed in the Offer to Purchase and
related documents.
The Company also announced today that it has amended the terms of the Offer to
Purchase to change the proposed amendments such that the proposed amendments
would no longer eliminate, and would leave substantially unchanged, the events
of default in the Indenture based on insolvency acts or orders, which events of
default are set forth in subsections 7(a) and (b) of the section of the
Indenture entitled "Section 6.1 - Events of Default".
The Total Purchase Price was determined by reference to a fixed spread of 50
basis points or 0.50% over the yield to maturity based on the bid side price of
the U.S. Treasury 3.375% Note due February 15, 2008 (the "Reference Treasury
Yield") as measured at 2:00 p.m., New York City time, today.
The Company will pay the Total Purchase Price for Notes validly tendered (and
not validly withdrawn) prior to the Consent Time on the first business day after
the date on which the Consent Time occurs, or promptly thereafter.
Holders who validly tender Notes after the Consent Time but prior to 5:00 p.m.,
New York City time, on January 17, 2006, unless extended (the "Expiration
Time"), will be eligible to receive the Purchase Price, which is equal to the
Total Purchase Price less the Consent Payment. The tender offer is conditioned
upon, among other things, the Company obtaining the requisite consents from
holders of the Notes to approve the proposed amendments to the Indenture and the
execution of a supplemental indenture, the Company having borrowed or being able
to borrow funds sufficient to allow it to pay for Notes tendered and the
satisfaction of certain other conditions, any of which may be waived by the
Company.
Holders should consult the Offer to Purchase and related material in their
entirety for a full description of the terms and conditions of the tender offer
and consent solicitation. Copies of those documents may be obtained by
contacting D.F. King & Co., Inc., the information agent, at (800) 269-5550.
Goldman, Sachs & Co. is acting as the exclusive dealer manager and solicitation
agent for the tender offer and consent solicitation and will provide additional
information concerning the terms and conditions of the tender offer and consent
solicitation at (800) 828-3182 (toll free) or (212) 357-7867 (collect).
About General Maritime Corporation
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General Maritime Corporation is a provider of international seaborne crude oil
transportation services principally within the Atlantic basin which includes
ports in the Caribbean, South and Central America, the United States, West
Africa, the Mediterranean, Europe and the North Sea. The Company also currently
operates tankers in other regions including the Black Sea and Far East. General
Maritime Corporation currently owns and operates a fleet of 38 tankers - 22
Aframax, 12 Suezmax tankers and four Suezmax newbuilding contracts with a
carrying capacity of approximately 4.75 million dwt. Following the completion of
the Company's recent vessel sales, the Company will own and operate a fleet of
30 tankers - 19 Aframax, 7 Suezmax tankers, and four Suezmax newbuildings.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
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This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on management's current expectations and
observations. Included among the factors that, in the Company's view, could
cause actual results to differ materially from the forward-looking statements
contained in this press release are the following: the consents and tenders
sought may not be obtained and the offer is subject to termination or amendment
as provided in the Offer to Purchase for Cash and Solicitation of Consents dated
December 15, 2005; and other factors listed from time to time in the Company's
filings with the Securities and Exchange Commission, including, without
limitation, its Annual Report on Form 10-K for the year ended December 31, 2004
and its subsequent reports on Form 10-Q and Form 8-K. The tender offer and
consent solicitation are subject to certain conditions, and present certain
risks for holders who tender and consent, as set forth more fully in the Offer
to Purchase for Cash and Solicitation of Consents and related documents. Those
documents contain important information, and holders should read them carefully
before making any decision.
This press release does not constitute an offer to purchase, a solicitation of
an offer to sell, or a solicitation of consents with respect to any securities
nor is this announcement an offer or solicitation of an offer to sell new
securities. The tender offer and consent solicitation are made solely pursuant
to the Offer to Purchase for Cash and Solicitation of Consents, which the
Company has distributed to holders of the Notes. In any jurisdiction where the
laws or regulations require tender offers or solicitations of consents to be
made by a licensed broker or dealer, the tender offer and solicitation of
consents will be deemed to be made on behalf of General Maritime Corporation by
the Dealer Manager or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.