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Trico Marine Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TRMA
+86%

OSX
+72%

U.S. Peers
+61%

Trico’s Growth Strategy

Newcastle’s Alternative

ü

Expand into growing markets

ü

Upgrade and renew fleet

ü

Seek attractive acquisition opportunities

ü

Maintain a conservative financial profile

û

Cancel proposed $400-$600 million refleeting program

û

Return “excess” cash through dividends and/or substantial share repurchases

û

Explore a sale of all or parts of the business

Newcastle’s Assertions

The Facts Are

û

The Company proposes significant capital spending in a highly uncertain market.

ü

Trico’s proposed refleeting budget of $400-$600 million is appropriate and prudent.

ü

We are bullish on the long-term fundamentals of our business.  We now must reinvest in the business to meet our customers’ needs.

ü

We have been disciplined about adding to our active fleet – we utilized stacked vessels first, and are ensuring investments have acceptable returns.  

ü

Trico’s disciplined approach to investing in its fleet is the result of extensive review with its advisors as well as the Board’s experience in managing through multiple energy industry cycles.

Newcastle’s Assertions

The Facts Are

û

The Company’s strategy spreads the Company too thinly.  

ü

Historically, Trico was dependent on the volatile US market, so we have mobilized vessels to growing international markets such as Southeast Asia and West Africa.

ü

Increasing our presence in expanding international markets has enabled us to secure attractive long-term contracts thereby reducing the volatility of our cash flow

ü

We are now deepening our presence in the markets where our customers are increasing their spending.

ü

Trico has been judicious in its expansion.  Our Southeast Asia Joint Venture with COSL, one of the leading offshore oilfield service companies in Asia, has allowed us to leverage our partner’s existing operations, market knowledge and relationships to address this fast growing market.

û

Explore a sale of all or parts of the business. Related tax issues can be overcome.  

ü

Since our restructuring in 2005, we have been working with outside advisors to explore alternatives to maximize stockholder value.

ü

 The Company has been clear that it will consider all methods of maximizing value, if the value received by stockholders is fair and all stockholders benefit.

ü

The sale of either the North Sea or Gulf of Mexico businesses would result in stockholders receiving less than fair value for their investment.

ü

The tax costs associated with sales would be substantial, reducing the value that can be delivered to stockholders.

ü

The Company’s plan projects utilization of its NOL to offset current operating profits. A sale of the North Sea would utilize the Company’s NOL today and decrease the NOL balance reducing the Company’s ability to shield future operating profits or gain on the sale of the remaining business.  Any move to accelerate the utilization of the NOL is a timing issue only; it does not create significant value.

Newcastle’s Assertions

The Facts Are

û

Highly attractive offers have recently been made for Trico's North Sea fleet.

ü

The Company received two inadequate, highly conditional proposals from the same party for our North Sea assets. These proposals were evaluated and rejected by the Board.

ü

In addition to an inadequate price, the proposals:

- Included a vessel we did not even own;

- Were subject to numerous conditions including financing; and,

- Could not be completed without significant adverse tax consequences.

û

The right course is for the Company to abandon its strategy and return its substantial cash reserve to its stockholders.

ü

The Company has no “excess” cash at this time. We believe our fleet investment requires our existing cash balances, projected free cash flow and prudent leverage.  

ü

The Board believes that a substantial dividend or stock repurchase at this time would deplete the Company’s cash reserves and would likely jeopardize its ability to maximize value over a reasonable period of time.

ü

We believe that the successful execution of our fleet rejuvenation strategy will position Trico in the future to consider returning capital to stockholders.

IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR SHARES, PLEASE CONTACT THE FIRM ASSISTING US IN THE SOLICITATION OF PROXIES:

MacKenzie Partners

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