Update: DryShips Announces Agreement to Acquire the Remainder of Its Drilling Rig Unit
ATHENS, GREECE, Jul 09 (MARKET WIRE) --
DryShips Inc. (NASDAQ: DRYS) (the "Company" or "DryShips"), a global
provider of marine transportation services for drybulk cargoes and
off-shore contract drilling services, announced today that it has entered
into an agreement to acquire the remaining 25% of the total issued and
outstanding capital stock of Primelead Shareholders Inc. ("Primelead").
Upon closing of this transaction, Primelead will become a wholly owned
subsidiary of the Company.
Primelead's principal assets include two owned and operational ultra
deepwater semisubmersible drilling rigs, the Eirik Raude and the Leiv
Eiriksson, and four newbuilding drillship contracts for Hulls 1837, 1838,
1865 and 1866. Upon delivery of the newbuilding drillships, Primelead will
possess one of the youngest and most sophisticated fleets of ultra
deepwater drilling rigs and drillships in the industry. The newbuilding
drillships have contractual delivery dates commencing in the fourth
quarter of 2010 and ending in the third quarter of 2011. In addition to
its drilling rig assets, Primelead owns Ocean Rig ASA which manages the
commercial, operational and technical aspects of the six drilling rig
assets.
The consideration to be paid for the 25% interest in Primelead consists of
a one-time $50.0 million cash payment on closing of the transaction, and
the issuance of $280.0 million face value of convertible preferred stock
("Preferred Stock"). The Preferred Stock, which carries voting rights,
will mandatorily convert into common shares of DryShips at a 27.5%
premium to the established DryShips common share price of $5.36 per
share. The Preferred Stock will mandatorily convert into common shares of
DryShips in four equal increments that correspond to the contractual
delivery of the four newbuilding drillships. The Preferred Stock bears a
6.75% per annum cumulative dividend payable in additional shares of
Preferred Stock. The Preferred Stock can also be converted at any time by
the holders at 42.9% premium to the established DryShips common share
price of $5.36 per share. The Sellers consist of a company controlled by
DryShips' Chairman and Chief Executive Officer, George Economou, and
other clients of Cardiff Marine Inc.
The transaction was negotiated and approved by the Audit Committee, which
is comprised of DryShips' Independent Directors, acting as a Special
Committee. The Audit Committee took the appropriate steps necessary to
evaluate the transaction and determine its fairness. Evercore Partners
acted as advisor to the Sellers.
Evangelos Mytilinaios, Chairman of the independent Audit Committee of
DryShips, commented:
"We are pleased to have signed the agreement to acquire the remaining 25%
of Primelead. We continue to monitor the strengthening fundamentals of the
ultra deepwater offshore drilling market and believe that the future
prospects of this business are very bright. With Primelead as a wholly
owned subsidiary, DryShips will now fully benefit from the expected free
cash flows of our drilling rig unit which is operated by the experienced
Ocean Rig management team comprised of seasoned industry executives with
proven operational track records.
"In addition, with a majority of the consideration payable in mandatorily
convertible Preferred Stock matching the contractual delivery dates of the
four newbuilding drillships, the transaction aligns the interest of all
the shareholders and is accretive to earnings. We are also pleased that
our Chairman and CEO continues to show his long-term commitment to
DryShips, maintaining his standing as DryShips' principal common
shareholder. Finally, we believe this acquisition will provide DryShips
more flexibility in the financing and employment of its offshore drilling
units."
Conference Call and Webcast: Friday, July 10, 2009, at 8:00 a.m. EDT
DryShips' management team will host a conference call on Friday, July 10,
2009, at 8:00 a.m. EDT to discuss its latest developments.
Conference Call details:
Participants should dial into the call 10 minutes before the scheduled
time using the following numbers: 1(866) 819-7111 (from the US), 0(800)
953-0329 (from the UK) or +(44) (0) 1452 542 301 (from outside the US).
Please quote "DryShips."
A replay of the conference call will be available until July 12, 2009. The
United States replay number is 1(866) 247-4222; from the UK 0(800)
953-1533; the standard international replay number is (+44) (0) 1452 550
000 and the access code required for the replay is: 2133051#
Slides and audio webcast:
There will also be a simultaneous live webcast over the Internet, through
the DryShips Inc. website (www.dryships.com). Participants to the live
webcast should register on the website approximately 10 minutes prior to
the start of the webcast.
About DryShips Inc.
DryShips Inc., based in Greece, is an owner and operator of drybulk
carriers that operate worldwide. As of the day of this release, DryShips
owns a fleet of 41 drybulk carriers comprising 7 Capesize, 28 Panamax, 2
Supramax and 4 newbuilding Drybulk vessels with a combined deadweight
tonnage of over 3.6 million tons, 2 ultra deep water semisubmersible
drilling rigs and 4 ultra deep water newbuilding drillships. DryShips
Inc.'s common stock is listed on the NASDAQ Global Market where trades
under the symbol "DRYS." Visit our website at www.dryships.com
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking
statements. Forward-looking statements reflect our current views with
respect to future events and financial performance and may include
statements concerning plans, objectives, goals, strategies, future events
or performance, and underlying assumptions and other statements, which are
other than statements of historical facts. The forward-looking statements
in this release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without limitation,
management's examination of historical operating trends, data contained in
our records and other data available from third parties. Although DryShips
Inc. believes that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond
our control, DryShips Inc. cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections. Important factors
that, in our view, could cause actual results to differ materially from
those discussed in the forward-looking statements include the strength of
world economies and currencies, general market conditions, including
changes in charterhire rates and vessel values, changes in demand that may
affect attitudes of time charterers to scheduled and unscheduled
drydocking, changes in DryShips Inc.'s operating expenses, including
bunker prices, drydocking and insurance costs, or actions taken by
regulatory authorities, potential liability from pending or future
litigation, domestic and international political conditions, potential
disruption of shipping routes due to accidents and political events or
acts by terrorists. Risks and uncertainties are further described in
reports filed by DryShips Inc. with the US Securities and Exchange
Commission.
Investor Relations / Media:
Nicolas Bornozis
Capital Link, Inc. (New York)
Tel. 212-661-7566
E-mail: dryships@capitallink.com
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