Gulf Island Fabrication, Inc. (NASDAQ:GIFI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement
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entered into a $40.0 million Credit Agreement with Whitney Bank,
as lender (the Credit Facility). The annual interest rates
applicable to amounts outstanding under the Credit Facility are
(i) for Base Rate Loans, a Base Rate (defined in the Credit
Facility) or (ii) for LIBOR Loans, a Base Rate plus 2.0% per
annum. In addition, the commitment fee on the undrawn portion of
the facility and the letter of credit fee on undrawn stated
amounts under letters of credit issued by the lenders are 0.40%
per annum and 2.0% per annum, respectively.
Companys and the guarantors assets (other than the assets of Gulf
Marine Fabricators, L.P., which are currently held for sale, and
all real estate of the Company and the guarantors); (ii) has a
term from June 9, 2017 to June 9, 2019; and (iii) may be used for
issuing letters of credit and/or general corporate and working
capital purposes.
each quarter during the term of the facility:
than 1.25:1.00;
of (A) $230,000,000, plus (B) an amount equal to 50% of
Consolidated Net Income for each fiscal quarter ending after June
30, 2017 (with no deduction for a net loss in any such fiscal
quarter except for any gain or loss in connection with the sale
of assets by Gulf Marine Fabricators, L.P.), plus (C) 50% of all
net proceeds of any issuance of any stock or other equity after
deducting of any fees, commissions, expenses and other costs
incurred in such offering; and
0.50:1.00.
immediately after the consummation of the Credit Facility on June
9, 2017 was $40.0 million. As of June 9, 2017, the Company was in
compliance with all covenants contained in the Credit Facility.
Facility, which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
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Item 1.02
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Termination of a Material Definitive Agreement
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into the Credit Facility described above, the Company terminated
the Tenth Amended and Restated Credit Agreement dated as of
December 16, 2016 (the Terminated Agreement), by and among the
Company, Gulf Island, L.L.C., Dolphin Services, L.L.C.,
Southport, L.L.C., Gulf Marine Fabricators General Partner,
L.L.C., Gulf Marine Fabricators Limited Partner, L.L.C., Gulf
Marine Fabricators, L.L.C., Dolphin Steel Sales, L.L.C., Gulf
Island Shipyards, L.L.C. and Gulf Marine Fabricators, L.P., the
lenders party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent. At the time of the termination, there was
approximately $4.6 million of letters of credit outstanding, all
of which was cash collateralized by the Company upon termination.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant |
incorporated herein by reference.
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Exhibit No.
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Description
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10.1
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Credit Agreement dated June 9, 2017
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About Gulf Island Fabrication, Inc. (NASDAQ:GIFI)
Gulf Island Fabrication, Inc. (Gulf Island) is a holding company. The Company, along with its subsidiaries, is a fabricator of steel platforms and other specialized structures for customers in the offshore oil and gas industry. It also performs onshore and offshore construction and fabrication services for customers in the marine industry. Its primary activity is the fabrication of offshore drilling and production platforms and other steel structures for customers in the oil and gas and marine industries, including jackets and deck sections of fixed production platforms, hull, tendon, and/or deck sections of floating production platforms, piles, wellhead protectors. It conducts its operations through its subsidiaries, which include Gulf Island, L.L.C.; Gulf Marine Fabricators, L.P.; Gulf Island Marine Fabricators, L.L.C.; Gulf Island Shipyards, L.L.C.; Dolphin Services, L.L.C.; and Dolphin Steel Sales, L.L.C.