Robbins Umeda LLP Is Investigating K-Sea Transportation Partners L.P. Acquisition for Unitholders
Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of K-Sea Transportation Partners L.P. (NYSE: KSP) in connection with their efforts to sell K-Sea to Kirby Corporation (NYSE: KEX).
On March 14, 2011, K-Sea announced it had entered into a definitive merger agreement with Kirby. Under the terms of the current agreement, K-Sea’s common unitholders will have the right to elect to receive either: (a) $8.15 in cash; or (b) $4.075 in cash plus 0.0734 of a share of Kirby’s common stock for each common unit. The transaction is expected to close in the second or third quarter of 2011.
The investigation seeks to determine whether K-Sea’s board of directors is undertaking a fair process to obtain maximum value for its unitholders. In connection with this transaction, KA First Reserve, LLC and certain affiliates of Jeffries Capital Partners have entered into support agreements pursuant to which they have agreed to vote their K-Sea units in favor of the merger. These entities currently hold all of K-Sea’s outstanding preferred units and approximately 59.9% of its outstanding common units, which is a sufficient number of units to approve the merger. Moreover, the K-Sea management team will continue to run the day-to-day operations of the coastwise tank barge business after completion of the transaction.