Trico Marine Services — Proxy Contest (May 2009)
22 slides from Trico Marine Services's proxy contest presentation, May 13, 2009
Slide 1: Investor Presentation for Upcoming 2009 Annual Meeting
Investor Presentation for Upcoming 2009 Annual Meeting May 2009
Slide 2: Forward Looking Statements and Third Party Information Sources
Forward Looking Statements and Third Party Information Sources This presentation contains certain statements that maybe be deemed to be "forward-looking statements" within the meaning of the Securities Act of 1933 and the Exchange Act of 1934. All statements, other than statements of historical fact
Slide 3: Agenda
Agenda Who We Are Trico's Transformation and Future Growth Strategy The Right Board in Place - Independent, Experienced and Committed to Enhancing Value Kistefos' Effort to Influence Trico Conclusion and Recommendation
Slide 4: Trico Group Today
Trico Group Today SUBSEA SERVICES ‘TOWING AND SUPPLY SUBSEA PROTECTION GDEEPOCEAN @TAIcoorFsHORE (GTemARINE ‘= IMR, survey and seabed mapping = Platform and rg supply ' Marine trenching and ploughing 1 Ught construction 1 Towing of ering igs 1 Flexible product instalation and ‘= Decommissioning buri
Slide 5: From a Vessel Owner to an Integrated Subsea Solutions Provider
From a Vessel Owner to an Integrated Subsea Solutions Provider (1) Engineering, procurement, installation and construction. Vessel Owners Subsea Services Subsea EPIC(1)
Slide 6: Why Trico Transformed Itself
Why Trico Transformed Itself Oldest Vessel Fleet Negative unit volume demand growth Commodity business Presence weak in all markets (except North Sea) North Sea a very mature drilling market Unit volume global market growth - - double digit Lowers cost of barrels produced Acquired unique competitive
Slide 7: Executing on the Subsea Services Strategy
Executing on the Subsea Services Strategy Acquired Active Subsea for $247MM in November 2007 Eight MPSVs under construction Acquired DeepOcean and CTC Marine for $810MM in 2Q08 Leader in Subsea Services - DeepOcean #1 in Marine Trenching and Cable Lay - CTC Marine Successful Execution of Trico's Str
Slide 8: Exceptionally Bad Timing Post Acquisitions
....Exceptionally Bad Timing Post Acquisitions.... Collapse in oil prices Global credit crisis ....Translates into Huge decline in all energy service stocks Disproportionate decline in stocks with high leverage like Trico post subsea acquisitions.
Slide 9: The Board's Strategic Objectives in the New Environment
The Board's Strategic Objectives in the New Environment De-lever aggressively/Reduce debt Prudently manage liquidity and cash flow Accelerate integration of subsea acquisitions Maximize vessel utilization and service spreads Trico Marine's Board and management are confident that the right strategies
Slide 10: Trico's Board is the Activist Board
Trico's Board is the Activist Board Current non-employee directors 5 of 6 were selected by a committee representing approximately 80% of the new equity holders during the bankruptcy in 2005 Chairman & CEO retained by same committee Have over 130 years of OSV, energy and/or oilfield services experien
Slide 11: Trico's Board is Experienced and Qualified
Trico's Board is Experienced and Qualified Current directors have many years of energy and oilfield services experience, importantly global experience Trico directors have positioned Trico to enhance value for all stockholders Trico directors held 26 meetings in 2008 and 14 meetings in 2009 thus far
Slide 12: Trico's Experienced and Qualified Nominees
Trico's Experienced and Qualified Nominees Joe Compofelice Director since 2003; Chairman since 2004. Retained by shareholder committee post-reorganization CEO since July 2007 Over 30 years of energy and oilfield services experience Served as Managing Director of Houston Capital Advisors Served as Pr
Slide 13: Trico Board Has Actively Engaged with Kistefos
Trico Board Has Actively Engaged with Kistefos Since April 2005, Trico has been in regular contact with Kistefos, including multiple meetings with CEO Kistefos has supported Trico's Subsea Strategy: November 2007 support for Active Subsea acquisition August 2008 support for DeepOcean acquisition Dec
Slide 14: Kistefos Nominees' Additional Value to Trico Board is Doubtful
Kistefos Nominees' Additional Value to Trico Board is Doubtful Limited relevant experience: Little service on U.S. public companies Experience is limited to the North Sea Poor leadership record: While Korsvold served on the Global IP Systems Board, stock performance declined by 69% While Sveaas serv
Slide 15: Kistefos' Confusing Proposals
Kistefos' Confusing Proposals Kistefos' Proposals Consequences Proposal 3, 10 & 11 - expand Board to 9 members and fill the 2 vacancies Creates a Board position for both Korsvold & Sveaas Allows one stockholder two voices on the Board Proposal 4 - amend the Bylaws to require a quorum of 7 for all Bo
Slide 16: Setting the Record Straight
Setting the Record Straight What Kistefos Has Said What We Believe Jones Act "We have structured [our] Proposals to achieve compliance with . . . the Jones Act" There is no definitive conclusion on compliance with the Jones Act Competition "Concluded there are no impediments to election of the Kiste
Slide 17: Significant Competition Concerns
Significant Competition Concerns US competition laws prohibit interlocking directors if there could be a "direct, substantial and reasonably foreseeable effect" US competitive impact EU/Norway competition laws prohibit sharing of competitive information through common directors Kistefos is a Norwegi
Slide 18: Trico Must Remain Jones Act Compliant
Trico Must Remain Jones Act Compliant Trico is a Jones Act company and its charter effectively requires it to be Jones Act compliant Statute & Charter prohibitions No more than 25% of the "voting power in the corporation" can be in the hands of non-US citizens No more than a minority of a quorum of
Slide 19: Trico Board has Successful Track Record of Execution and Viable Plan
Trico Board has Successful Track Record of Execution and Viable Plan to Withstand Current Market Crisis Trico's Director nominees and Per Staehr are experienced leaders whose re-election will benefit all stockholders Under leadership of Trico's existing Board, the Company has : Expanded into emergin
Slide 20: Appendix
Appendix TRICOMARINE
Slide 21: Appendix A - Long-Term Vessel Supply / Demand
Appendix A - Long-Term Vessel Supply / Demand Following strong demand in 2007-2008, the supply vessel industry is approaching the greatest supply/demand imbalance in recent history Excess supply is driving down pricing and utilization, and, in our view, it will only get worse - especially for the ol
Slide 22: Appendix B - Subsea Tree Awards / Installations
Appendix B - Subsea Tree Awards / Installations Source: Quest Offshore Resources, 2009. 2008A - 2013E CAGR = 21% 2008A - 2013E CAGR = 13% Annual subsea tree installations (capex) and the installed tree base will drive future opex spending and demand for subsea services