Through the worst shipping market since the 1980s, Kirby Corporation, the largest US inland tank barge operator, kept earning: 2009 net earnings were $125.9M on revenues of $1.08B, down from $157.2M on $1.36B in 2008, but far from distress. Its coastal rival K-Sea Transportation Partners, leveraged up from years of expansion, had no such cushion; by March 2011 its units traded around $6.40.

In March 2011 Kirby agreed to buy K-Sea for $8.15 per unit in cash or stock, a 26% premium and an equity value near $335.3M, with K-Sea's board approving unanimously. The deal closed on July 1, 2011 for a total value of $603.4M: $227.6M to unitholders, $262.8M to retire K-Sea's debt, and $113.0M in Kirby stock, per Kirby's 10-K.

The purchase took Kirby, previously confined to rivers and the Intracoastal waterway, onto the East, West and Gulf coasts plus Alaska and Hawaii. 2011 revenues jumped 67% to $1.85B and net earnings to $183.0M, even as Mississippi flooding cost it an estimated $0.07 a share.

Revenue rose from $1.11B in 2010 to $1.85B in 2011, and Kirby added 57 coastal tank barges (3.8M barrels) and 63 tugboats for a $603.4M total price

Kirby protected profitability in the trough, cutting shore staff and overhead so its balance sheet stayed a weapon while leveraged rivals fought to survive.

K-Sea's fleet of 57 coastal barges was young, double-hulled and hard to replicate under Jones Act rules, so buying it beat building it.

The two companies already shared customers: major oil companies and refiners shipping by both river and coast, which made consolidation synergies concrete.

Management continuity was priced in: K-Sea's team kept running the coastal business, reducing integration risk in an unfamiliar segment.

A balance sheet kept whole through a downturn is an acquisition weapon: protect earnings, not market share, and you can buy strategic assets from over-leveraged rivals before recovery reprices them.

Kirby folded K-Sea's fleet into a coastal business alongside the $53.2M Enterprise Marine purchase it closed in February 2011, creating the platform now known as Kirby Coastal. K-Sea's management continued running day-to-day coastal operations under Kirby. The acquisition made Kirby the clear consolidator of US Jones Act liquid transport, and its 2011 revenue of $1.85B against $1.11B in 2010 showed the step-change the deal delivered.

FOLLOW THE EVIDENCE

The sources

  1. Kirby Corporation Form 10-K (fiscal year 2011) sec.gov
  2. Kirby Corporation Form 10-K (fiscal year 2009) sec.gov
  3. Kirby Corp. buys K-Sea Transportation gcaptain.com