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Summary of Assetplus' Fleet to be acquired by Nautilus
--------------------------------------------------------------------------- Gross Time Charter Vessel Name Vessel Type Year Built Delivery TCE Rate Duration--------------------------------------------------------------------------- 4 years + Vega Corona PSV 2012 Delivered $20,950 4-year option--------------------------------------------------------------------------- 4 years +Vega Crusader PSV 2012 Delivered $21,950 4-year option--------------------------------------------------------------------------- 4 years + Vega Juniz OSRV 2012 Delivered $26,200 4-year option--------------------------------------------------------------------------- Delivery by 4 years + Vega Emtoli OSRV 2012 12/31/12 $26,200 4-year option--------------------------------------------------------------------------- Under 4 years + Vega Jaanca OSRV 2012 Negotiation $26,200 4-year option--------------------------------------------------------------------------- Under 4 years + Vega Inruda OSRV 2012 Negotiation $26,200 4-year option---------------------------------------------------------------------------
Summary of the Acquisition
Under the terms of the Share Purchase Agreement, the Sellers will receive acquisition consideration consisting of cash and stock, as well as the assumption or repayment of existing debt. At or immediately following the closing of the Acquisition:
•Nautilus will issue to Sellers an aggregate of 1,722,773 Common Shares valued at $10.10 per share, representing a total value of $17,400,007 (the "Initial Stock Payment"); •Nautilus will issue 594,059 Common Shares (valued at $10.10 per share) (the "Put Shares") to Mezzanine Financing Investment III Ltd. ("Mezzanine") in full satisfaction of the $6,000,000 in loan proceeds drawn down by Assetplus under a working capital facility with Mezzanine (the "Working Capital Facility"). Mezzanine will be granted a 6 month put option exercisable upon 60 days prior notice (deliverable no earlier than the last day of the four month period following the consummation of the Tender Offer), to cause Nautilus to repurchase all or any portion of such put shares at $11.35 per share (an aggregate value up to $6,742,570) and •Nautilus will assume Assetplus' outstanding indebtedness at closing, not to exceed a principal amount equal to $52,220,000, which is comprised of $38,220,000 in senior bank debt and $14,000,000 of mezzanine debt.
In addition, Nautilus anticipates acquiring Assetplus with approximately $2.6 million in cash on hand in the operating accounts of the four vessels acquired through Assetplus.
Subsequent to the closing, Nautilus will pay to the Sellers an aggregate of $7,150,000 in cash, This cash consideration will be payable, in Nautilus' discretion, either: (i) within 15 days following the Expiration Date, interest free, or (ii) within 90 days following the Expiration Date, together with interest at 10% per annum.
