GENER8 MARITIME,INC. (NYSE:GNRT) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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GENER8 MARITIME,INC. (NYSE:GNRT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Gener8 Maritime,Inc. (the “Company”) is a party to (i)a $963,743,455 Facility Agreement, dated as of August31, 2015 (as amended, modified, restated and/or supplemented from time to time, the “KEXIM Credit Agreement”), among Gener8 Maritime Subsidiary VIII Inc., as borrower, Gener8 Maritime Subsidiary V, as shareholder, the Company, as parent guarantor, the guarantors party thereto, the lenders party thereto, Nordea Bank AB (publ), New York Branch (“Nordea”), as facility agent for the lenders, and certain other parties thereto; (ii)a $385,227,495 Facility Agreement, dated as of November30, 2015 (as amended, modified, restated and/or supplemented from time to time, the “Sinosure Credit Agreement”), among Gener8 Maritime Subsidiary VII,Inc. (“Subsidiary VII”), as borrower, Gener8 Maritime Subsidiary V, as shareholder, the Company, as parent guarantor, the guarantors party thereto, the lenders party thereto, Nordea, as facility agent for the lenders, and certain other parties thereto and (iii)a $581,000,000 Credit Agreement, dated as of September3, 2015 (as amended, modified, restated and/or supplemented from time to time, the “Nordea Credit Agreement”), among the Company, Gener8 Maritime Subsidiary II Inc., as borrower, the lenders party thereto from time to time, Nordea, as facility agent, and certain other parties thereto.

On March28, 2018, the Company and certain of its subsidiaries entered into a Consent, Supplemental and Amendment Letter in respect of the KEXIM Credit Agreement (the “KEXIM Consent”), which provides for the consent of the agents and lenders under such facility to the proposed merger (the “Euronav Merger”) of the Company with and into Euronav MI,Inc., a wholly-owned subsidiary of Euronav NV (“Euronav”), and the waiver and amendment of certain provisions under such facility which would (x)restrict any merger, change of control or prepayment of the Company’s senior unsecured notes due 2020 (the “Blue Mountain Notes”) in connection with the Euronav Merger or (y)require the continued public listing of the Company following the completion of the Euronav Merger. In addition, the KEXIM Consent provides for (i)the consent of the agents and lenders to the proposed sale (the “INSW Sale”) of the shares of Subsidiary VII, the sole member of six limited liability companies which hold title to six VLCC vessels, to International Seaways,Inc. or any other buyer and (ii)certain customary operational and other amendments to the KEXIM Credit Agreement following the effectiveness of the Euronav Merger.

The KEXIM Consent also provides that the parties will work toward the implementation of the following additional amendments on or before June30, 2018: (i)amendments to permit the transfer of the vessels under such facility from the vessel owning subsidiaries to Euronav and the assumption of the related loan obligations by Euronav, (ii)amendments to change the financial reporting standards from US GAAP to IFRS, (iii)amendments to the definition of “Change of Control” to refer to Euronav, (iv)amendments to the change of control mandatory prepayment provision to provide that any “Change of Control” would result in an obligation to prepay the facility in full not later than 60 days following such “Change of Control”, (v)amendments of the financial covenants to require consolidated working capital of not less than $0, free liquid assets of not less than the higher of $50,000,000 and 5% of total indebtedness, minimum cash of $30,000,000, and a minimum stockholders’ equity to total assets ratio of 30%, (vi)an amendment of the restricted payments covenant providing that dividends and other distributions can be made subject to there being no event of default and compliance with financial covenants, (vii)amendments of the security cover covenant to require, for each vessel transferred to Euronav, a minimum vessel value of 145% of the aggregate principal amount of the related vessel loan, (viii)amendments to the cross-default event of default to include a 30 day grace period and a minimum threshold of $10,000,000, (ix)amendments to the event of default resulting from the seizure or arrest of a vessel to include a minimum threshold of $10,000,000, (x)amendments to the public listing covenant to include First Market of Euronext Brussels or any other reputable international stock exchange reasonably approved by the majority lenders, (xi)certain other amendments conforming certain terms and conditions of the KEXIM Credit Agreement to the terms and conditions of other Euronav indebtedness, and (xii)certain customary operational and other amendments to the KEXIM Credit Agreement.

On March29, 2018, the Company and certain of its subsidiaries entered into a Consent, Supplemental and Amendment Letter in respect of the Nordea Credit Agreement (the “Nordea Consent”), which provides for the consent of the agents and lenders under such facility to the Euronav Merger and the waiver and amendment of certain provisions under such facility which would (x)restrict any merger, change of control or prepayment of the Blue Mountain Notes in connection with the Euronav Merger or (y)require the continued public listing of the Company following the completion of the Euronav Merger. In addition, the Nordea Consent also provides for (i)the consent of the agents and lenders to the INSW Sale, (ii)a guaranty by Euronav of the obligations under the Nordea Credit Agreement and (iii)certain customary operational and other amendments to the Nordea Credit Agreement following the effectiveness of the Euronav Merger.

On April2, 2018, the Company and certain of its subsidiaries entered into a Consent, Supplemental and Amendment Letter in respect of the Sinosure Credit Agreement (the “Sinosure Consent”), which provides for the consent of the agents and lenders under such facility to Euronav Merger and the waiver and amendment of certain provisions under such facility which would (x)restrict any merger, change of control or prepayment of the Blue Mountain Notes in connection with the Euronav Merger or (y)require the continued public listing of the Company following the effectiveness of the Euronav Merger.

The effectiveness of the KEXIM Consent, Nordea Consent and Sinosure Consent is subject to customary conditions, including “know your customer” due diligence by the lenders.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information set forth above under Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

10.1

Consent, Supplemental and Amendment Letter, dated as of March29, 2018, by and between Gener8 Maritime Subsidiary II Inc.; Gener8 Maritime,Inc.; Nordea Bank AB (publ), New York Branch; the Lenders party thereto; and Euronav NV.

10.2

Consent, Supplemental and Amendment Letter, dated as of April2, 2018, by and between Gener8 Maritime Subsidiary VII Inc.; Gener8 Maritime,Inc.; the Owner Guarantors party thereto; Nordea Bank AB (publ), New York Branch, Citibank, N.A., London Branch; the Original Lenders party thereto; Euronav NV; and Euronav MI Inc.

10.3

Consent, Supplemental and Amendment Letter, dated as of March28, 2018, by and between Gener8 Maritime Subsidiary VIII Inc.; Gener8 Maritime,Inc.; Gener8 Maritime Subsidiary V Inc.; the Owner Guarantors party thereto; Nordea Bank AB (publ), New York Branch, Citibank, N.A., London Branch; and Euronav NV.

Additional Information and Where to Find It

In connection with the proposed transaction between Gener8 and Euronav, Gener8 and Euronav intend to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Euronav registration statement on FormF-4 that includes a proxy statement of Gener8 and that also constitutes a prospectus of Euronav. The definitive proxy statement/prospectus will be delivered to shareholders of Gener8. INVESTORS AND SECURITY HOLDERS OF GENER8 AND EURONAV ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENER8, EURONAV AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and the definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Gener8 and Euronav through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Gener8 (when available) will be available free of charge on Gener8’s internet website at www.gener8maritime.com. Copies of the documents filed with the SEC by Euronav (when available) will be available free of charge on Euronav’s internet website at www.euronav.com.

Participants in Solicitation

This communication is not a solicitation of a proxy from any investor or securityholder. However, Gener8, Euronav, their respective directors and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rulesof the SEC. Information regarding the persons who may, under the rulesof the SEC, be deemed participants in the solicitation of Gener8 and Euronav shareholders in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC and other relevant documents to be filed with the SEC. Information about the directors and executive officers of Gener8 and Euronav is set forth in the proxy statement/prospectus, Gener8’s Proxy Statement filed with the SEC on April6, 2017, Gener8’s Current Report on Form8-K filed with the SEC on March14, 2018 and Euronav’s Annual Report on Form20-F for the year ended December31, 2016, filed with the SEC on April14, 2017. These documents will be available free of charge from the sources indicated above.

Non-Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended.


Gener8 Maritime, Inc. Exhibit
EX-10.1 2 a18-9294_1ex10d1.htm EX-10.1 Exhibit 10.1   EXECUTION VERSION   CONSENT,…
To view the full exhibit click here

About GENER8 MARITIME,INC. (NYSE:GNRT)

Gener8 Maritime, Inc., formerly General Maritime Corporation, is a provider of international seaborne crude oil transportation services. The Company operates through the segment, which includes the transportation of international seaborne crude oil and petroleum products with its fleet of vessels. The Company owns a fleet of over 45 tankers, including 31 vessels on the water consisting of 14 Very Large Crude Carriers (VLCCs), approximately 11 Suezmax vessels, over four Aframax vessels and approximately two Panamax vessels with an aggregate carrying capacity of approximately 6.6 million deadweight tons. The Company’s vessels are primarily available for charter on a spot voyage or time charter basis and for employment in commercial pools. Its fleet of vessels include Gener8 Zeus, Gener8 Neptune, Gener8 Ares, Gener8 Hera, Gener8 Harriet G, Gener8 Horn, Gener8 Daphne, Gener8 Elektra, Gener8 Companion, Gener8 Compatriot, Gener8 Spyridon, Gener8 Kara G, Gener8 Maniate and others.