GULFMARK OFFSHORE, INC. (NYSE:GLF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
Amendment to Restructuring Support Agreement
As previously disclosed, on May 15, 2017, GulfMark Offshore, Inc. (“GulfMark” or the “Company”) entered into a restructuring support agreement (the “RSA”) with holders (the “Noteholders”) of approximately 50% of the aggregate outstanding principal amount of GulfMark’s unsecured 6.375% senior notes due 2022, to support a restructuring on the terms of a plan of reorganization as described therein. The terms of the RSA are described further in GulfMark’s Quarterly Report on Form 10-Q filed on August 9, 2017 in Part I, Item 2 under the caption “Management’s Discussion and Analysis of FinancialCondition and Results of Operations – Restructuring Support Agreement.”
The Company filed for voluntary relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the District of Delaware on May 17, 2017 in accordance with the RSA (the “Chapter 11 Case”). On September 21, 2017, the Company entered into the first amendment to the RSA (the “RSA Amendment”) to, among other things, extend the milestone dates relating to the confirmation and effective date of the Company’s Chapter 11 plan (the “Plan”), which dates are now October 10, 2017 and October 31, 2017, respectively.
A copy of the RSA Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The above description of the RSA Amendment is qualified in its entirety by the full text of such exhibit.
Amendment to Backstop Commitment Agreement
As previously disclosed, on May 15, 2017, GulfMark also entered into a backstop commitment agreement (the “Backstop Commitment Agreement”) to which certain of the Noteholders agreed to backstop the $125 million rights offering contemplated in the RSA. The terms of the Backstop Commitment Agreement are described further in GulfMark’s Quarterly Report on Form 10-Q filed on August 9, 2017 in Part I, Item 2 under the caption “Management’s Discussion and Analysis of FinancialCondition and Results of Operations – Backstop Commitment Agreement.”
On September 21, 2017, the Company entered into the first amendment to the Backstop Commitment Agreement (the “BCA Amendment”) to, among other things, extend the milestone dates relating to the confirmation and effective date of the Plan, which dates are now October 10, 2017 and October 31, 2017, respectively.
A copy of the BCA Amendment is filed as Exhibit 10.2 hereto and is incorporated herein by reference. The above description of the BCA Amendment is qualified in its entirety by the full text of such exhibit.
Maturity Extension and Amendment to Intercompany DIP Agreement
As previously reported, on May 18, 2017, the Company entered into a senior secured super-priority debtor-in-possession credit agreement (the “Intercompany DIP Agreement”), among the Company, GulfMark Rederi AS (“Rederi”) as Lender and DNB Bank ASA (“DNB”) as Issuing Bank thereunder, to which Rederi made available to the Company senior secured super-priority term loans of up to $35 million to allow the Company to continue to operate its business and manage its properties as a debtor and a debtor-in-possession during the Chapter 11 Case.
On July 27, 2017, Rederi exercised its option to request an extension of the Maturity Date (as defined in the NOK Second Amended and Restated Multi-Currency Credit Facility Agreement among Rederi, DNB and the financial institutions party thereto) to be effective upon the satisfaction of certain conditions, which conditions have been met, and consequently the Maturity Date (as defined in the Intercompany DIP Agreement) was extended from August 18, 2017 to November 18, 2017.
On September 21, 2017, the Company entered into the first amendment to the Intercompany DIP Agreement (the “Intercompany DIP Amendment”) to extend the milestone dates relating to the confirmation and effective date of the Plan, which dates are now October 10, 2017 and October 31, 2017, respectively, and to add a milestone of September 27, 2017 relating to the Company’s exit financing (the “Exit Financing”).
A copy of the Intercompany DIP Amendment is filed as Exhibit 10.3 hereto and incorporated herein by reference. The above description of the Intercompany DIP Amendment is qualified in its entirety by the full text of such exhibit.
RBS Support Agreement Extension
As previously reported, on June 26, 2017, GulfMark Americas, Inc. (“Americas”) and GulfMark Management, Inc. (“Management”), each a subsidiary of the Company, entered into a forbearance agreement (the “RBS Forbearance Agreement”) with The Royal Bank of Scotland plc, as agent for the lenders (the “Agent”), relating to that certain Multicurrency Facility Agreement dated as of September 26, 2014 (as amended, supplemented and/or restated from time to time, the “RBS Facility Agreement”). to the RBS Forbearance Agreement, the Agent agreed to waive the defaults and events of default specified in the RBS Forbearance Agreement and to forbear from exercising any rights or remedies under the RBS Facility Agreement as a result of any such defaults and events of default specified in the RBS Forbearance Agreement until the earlier of (x) the occurrence of any of the early termination events specified in the RBS Forbearance Agreement, (y) the effectiveness of the Company’s proposed plan of reorganization filed with the U.S. Bankruptcy Court for the District of Delaware on June 26, 2017 (including all exhibits and schedules thereto, and as amended, modified or supplemented solely in accordance with the RBS Forbearance Agreement) and (z) September 4, 2017. In addition, the Agent agreed in the RBS Forbearance Agreement that during such period the provision in the RBS Facility Agreement that would result in an automatic acceleration of the outstanding obligations, termination of the lending commitments and a requirement to cash-collateralize letters of credit as specified in the RBS Forbearance Agreement shall not apply. On September 21, 2017, Americas and Management entered into an extension agreement (the “RBS Extension Agreement”) with the Agent that extends (i) the forbearance period until the earlier of (x) September 27, 2017, which may be extended by Americas to October 31, 2017 if certain milestones with respect to a commitment letter for the Exit Financing have been achieved by September 27, 2017 and (y) the occurrence of any of the specified early termination events and (ii) certain early termination events to be consistent with the RSA Amendment and the BCA Amendment and certain milestones dates relating to the Exit Financing.
A copy of the RBS Extension Agreement is filed as Exhibit 10.4 hereto and is incorporated herein by reference. The above description of the RBS Extension Agreement is qualified in its entirety by the full text of such exhibit.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits.
GULFMARK OFFSHORE INC ExhibitEX-10.1 2 ex_95785.htm EXHIBIT 10.1 ex_95785.htm Exhibit 10.1 Execution Version FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This FIRST AMENDMENT (this “Amendment”) dated September 21,…To view the full exhibit click here
About GULFMARK OFFSHORE, INC. (NYSE:GLF)
GulfMark Offshore, Inc. provides offshore marine support and transportation services. The Company offers these services to companies engaged in the offshore exploration and production of oil and natural gas. The Company operates in three segments: the North Sea (N. Sea), Southeast Asia (SEA) and the Americas. Its vessels transport materials, supplies and personnel to offshore facilities, as well as move and position drilling and production facilities. The operations are conducted in the North Sea, offshore Southeast Asia and offshore in the Americas. It operates a fleet of over 70 owned or managed offshore supply vessels (OSVs), which include over 30 vessels in the North Sea, over 10 vessels offshore Southeast Asia and over 30 vessels offshore the Americas. Its customers include oil and natural gas companies, independent oil and natural gas exploration and production companies working in international markets, and foreign Government-owned or controlled oil and natural gas companies.
