Summary of KIRBY CORP - Yahoo! Finance

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statem

Item 1.01. Entry into a Material Definitive Agreement.

On November 27, 2012, Kirby Corporation ("Kirby") entered into a Securities Purchase Agreement (the "Agreement") with the stockholders of Penn Maritime Inc. ("Penn Maritime") and the members of Maritime Investments LLC ("MI"), pursuant to which Kirby has agreed to purchase all of the outstanding equity interests in Penn Maritime and MI (collectively "Penn"), an operator of tank barges and tugboats in the coastal transportation primarily of black oil products in the United States. The total value of the transaction is approximately $295 million (before post-closing adjustments and transaction fees), consisting of $180 million for all of the voting and nonvoting equity interests in Penn and approximately $115 million to retire Penn's existing debt. The $180 million consideration to Penn equity holders will consist of approximately $152 million in cash and 500,000 shares of Kirby common stock.

The Agreement contains customary representations, warranties, covenants and conditions and the sellers and Kirby have agreed to indemnify each other, subject to certain limitations, for breaches of the Agreement. Under certain conditions, either the sellers or Kirby may terminate the Agreement, including if the transaction has not closed by December 31, 2012 (or March 31, 2013 if such deadline has been extended in accordance with the terms of the Agreement).

The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is filed as Exhibit 2.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1 Securities Purchase Agreement dated as of November 27, 2012 by and among Kirby Corporation and the Stockholders of Penn Maritime Inc. and the Members of Maritime Investments LLC. (fn 1)

99.1 Press Release of Kirby Corporation dated November 27, 2012.

(fn 1) The exhibits and schedules to the Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Kirby will supplementally furnish a copy of the omitted exhibits and schedules to the Commission upon request.