GULFMARK OFFSHORE, INC. (NYSE:GLF) Files An 8-K Bankruptcy or Receivership
Item 1.03
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Bankruptcy or Receivership. |
On May 17, 2017, GulfMark Offshore, Inc.
(GulfMark, the
Company or the
Debtor) filed a voluntary petition for
relief (the Petition and the case
commenced thereby, the Bankruptcy Case)
under chapter 11 of title 11 of the United States Code (the
Bankruptcy Code) in the United States
Bankruptcy Court for the District of Delaware (the
Bankruptcy Court) to pursue a Chapter
11 Plan of the Debtor (as proposed, the
Plan). The Debtor has filed a motion
with the Bankruptcy Court seeking to administer the Bankruptcy
Case under the caption In re GulfMark Offshore, Inc. No trustee
has been appointed and the Company will continue to operate as a
debtor in possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court. To assure
ordinary course operations, the Company is seeking approval from
the Bankruptcy Court for a variety of first day motions,
including authority to maintain bank accounts and other customary
relief.
A summary of the key features of the Plan are described further
in the Companys Quarterly Report on Form 10-Q filed on May 10,
2017 in Part I, Item 2 under the caption Managements Discussion
and Analysis of Financial Condition and Results of Operations
Restructuring Support Agreement. That description of the key
terms of the Plan does not purport to be complete and is
qualified in its entirety by reference to the Plan, a copy of
which is filed as Exhibit 2.1 to this Form 8-K.
The Plan is subject to acceptance by the Debtors creditors (as
and to the extent required under the Bankruptcy Code) and
confirmation by the BankruptcyCourt. Information contained in the
Plan and the disclosure statement dated May 17, 2017 relating to
the Plan (the Disclosure Statement) is
subject to change, whether as a result of amendments to the Plan,
third-party actions, or otherwise.
This Current Report on Form 8-K is not intended to be, nor should
it be construed as, a solicitation to vote for the Plan. The
Bankruptcy Court has not yet approved the Disclosure Statement as
containing adequate information to section 1125(b) of the
Bankruptcy Code for use in the solicitation of acceptances and
rejections of the Plan. Accordingly, the filing of the Disclosure
Statement is not intended to be, and should not in any way be
construed as, a solicitation of votes on the Plan, nor should the
information contained in the Disclosure Statement be relied on
for any purpose until a determination by the Bankruptcy Court
that the Disclosure Statement contains adequate information.
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Item 2.04 |
Triggering Events That Accelerate or Increase a |
The commencement of the Bankruptcy Case constitutes an event of
default that accelerated the Companys obligations under the
Indenture, dated as of March 12, 2012, by and among the Company,
as issuer, and U.S. Bank National Association, as trustee, with
respect to the Companys 6.375% Senior Notes due 2022 (the
Notes). As of May 16, 2017,
approximately $447.8 million in unpaid principal and interest was
outstanding under the Notes. Any efforts to enforce such payment
obligations under the Notes are automatically stayed as a result
of the filing of the Petition and the holders rights of
enforcement in respect of the Notes are subject to the applicable
provisions of the Bankruptcy Code.
Additionally, the Company is a guarantor under (i) the
Multicurrency Facility Agreement dated as of September26, 2014,
among GulfMark Americas, Inc., as borrower, each of the lenders
from time to time party thereto, and The Royal Bank of Scotland
plc, as administrative agent for the lenders
(RBS), as amended, modified, or
otherwise supplemented from time to time (the
Multicurrency Facility), and (ii) the
Secured Revolving Credit Facility Agreement, dated as of December
27, 2012, by and among GulfMark Rederi AS, as borrower, each of
the Lenders from time to time party thereto and DNB Bank ASA
(DNB), as amended, modified or
otherwise supplemented from time to time (the
Norwegian Facility). As of May 16,
2017, approximately $72.7 million in unpaid principal and
interest was outstanding under the Multicurrency Facility and
approximately $45.1 million in unpaid principal and interest was
outstanding under the Norwegian Facility. The commencement of the
Bankruptcy Case constitutes an event of default under the
Multicurrency Facility and the Norwegian Facility. Further, in
respect of the event of default arising as a result of the
commencement of the Bankruptcy Case, the Multicurrency Facility
includes a provision that results in an automatic acceleration of
the outstanding obligations, termination of the lending
commitments and a requirement to cash-collateralize letters of
credit in connection with such event of default (the
Automatic Acceleration Provisions). The
Company is in discussions with RBS to extend its existing
agreement to forbear from exercising rights or remedies under the
related finance documents as a result of such event of default
and other related events of default. Such forbearance would also
include provisions negating the effect of, and rescinding, the
Automatic Acceleration Provisions. At this time, RBS has not
taken any action to enforce or exercise its rights and remedies
arising in respect of the Companys obligations under the
Multicurrency Facility, including rights and remedies arising as
a result of the Automatic Acceleration Provisions. There can be
no assurance, however, that such agreement with RBS will be
reached. Further, as previously disclosed, DNB has agreed to
forbear from exercising rights or remedies under the related
finance documents as a result of such default or event of
default.
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Item 5.02. |
Departure of Directors or Certain Officers Election |
On May 16, 2017, GulfMark entered into an Amended and Restated
Employment Agreement, dated effective as of May 11, 2017, with
Quintin V. Kneen whereby GulfMark assumed the obligations of its
subsidiary, GulfMark Americas, Inc., under the Employment
Agreement, dated October 14, 2009, between GulfMark Americas,
Inc. and Quintin V. Kneen.
The foregoing description of the Amended and Restated Employment
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Employment
Agreement which is attached hereto and filed as Exhibit 10.1.
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Item 7.01 |
Regulation FD Disclosure. |
On May 17, 2017, the Company issued a press release announcing
the filing of the Petition and the commencement of the Bankruptcy
Case. A copy of the press release is attached hereto as
Exhibit 99.1.
Attached as Exhibit 99.2 is a copy of the Disclosure
Statement which was filed with the Bankruptcy Court in connection
with the Bankruptcy Case which is incorporated into this Item
7.01 by reference.
The Company is engaged in discussions with DNB to provide secured
exit financing that may refinance some or all of the Companys
existing secured indebtedness. Further, in connection with its
discussions with certain holders of the Notes
(Noteholders) regarding a restructuring
of the Companys capital structure, on a confidential basis, the
Company provided the financial forecasts (collectively, the
projections) and other information
furnished in Exhibit 99.3 hereto to the Noteholders. The
Company and the Noteholders are parties to confidentiality
agreements and the disclosure herein is being made in accordance
with the terms of such confidentiality agreements. The
projections and other information are included herein only
because they were provided to the Noteholders. The projections
were not prepared with a view toward public disclosure or
compliance with the published guidelines of the Securities and
Exchange Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections
or forecasts. The projections do not purport to present financial
condition in accordance with accounting principles generally
accepted in the United States. The Companys independent
accountants have not examined, compiled or otherwise applied
procedures to the projections and, accordingly, do not express an
opinion or any other form of assurance with respect to the
projections. The projections were prepared for internal use,
capital budgeting and other management decisions and are
subjective in many respects. The projections reflect numerous
assumptions made by management of the Company with respect to
financial condition, business and industry performance, general
economic, market and financial conditions, and other matters, all
of which are difficult to predict, and many of which are beyond
the Companys control. Accordingly, there can be no assurance that
the assumptions made in preparing the projections will prove to
be accurate. It is expected that there will be differences
between actual and projected results, and the differences may be
material, including due to the occurrence of unforeseen events
occurring subsequent to the preparation of the projections. The
inclusion of the projections herein should not be regarded as an
indication that the Company or its affiliates or representatives
consider the projections to be a reliable prediction of future
events, and the projections should not be relied upon as such.
Neither the Company nor any of its affiliates or representatives
has made or makes any representation to any person regarding the
ultimate performance of the Company or its affiliates compared to
the projections, and none of them undertakes any obligation to
publicly update the projections to reflect circumstances existing
after the date when the projections were made or to reflect the
occurrence of future events, even in the event that any or all of
the assumptions underlying the projections are shown to be in
error.
In accordance with General Instruction B.2 of Form 8-K,
Exhibits 99.1, 99.2 and 99.3 shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of
that section, nor shall Exhibits 99.1, 99.2 and
99.3 be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act,
except as shall be expressly set forth by specific reference in
such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and other information furnished
herein, including Exhibits 99.1, 99.2 and
99.3, contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are, or
may be deemed to be, forward-looking statements. Forward-looking
statements include, without limitation, any statement that may
project, indicate or imply future results, events, performance or
achievements, and may contain or be identified by the words
believe, expect, expected to be, anticipate, plan, intend,
foresee, forecast, continue, can, will, will continue, may,
should, would, could or other similar expressions that are
intended to identify forward-looking statements. In addition, any
statement concerning future financial performance, ongoing
business strategies or prospects are also forward-looking
statements as so defined. These forward-looking statements are
based on GulfMarks current assumptions, expectations and beliefs
concerning future developments and their potential effect on the
Company. While management believes that these forward-looking
statements were reasonable as and when made, there can be no
assurance that future developments affecting the Company will be
those that it anticipates. In addition, there can be no assurance
that GulfMark has accurately identified and properly weighed all
of the factors that affect market conditions and demand for its
vessels, that the information upon which GulfMark has relied is
accurate or complete, that its analysis of the market and demand
for its vessels is correct or that the strategy based on such
analysis will be successful. Statements made in this report that
contain forward-looking statements may include information
concerning differences between actual and projected results and
any future agreement with any holders of GulfMarks debt and/or
equity securities. These types of statements are based on current
expectations about future events and inherently are subject to
certain significant risks, uncertainties and assumptions, many of
which are beyond GulfMarks control, which could cause actual
results to differ materially from those expected, projected or
expressed in forward-looking statements. It should be understood
that it is not possible to predict or identify all risks,
uncertainties and assumptions. These risks, uncertainties and
assumptions include, among others, risks of insufficient access
to sources of liquidity; operational risk; the price of oil and
gas and its effect on offshore drilling, vessel utilization and
day rates; industry volatility; fluctuations in the size of the
offshore marine vessel fleet in areas where the Company operates;
changes in competitive factors; and other material factors that
are described from time to time in the Companys filings with the
Securities and Exchange Commission, including GulfMarks Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking
statements. These forward-looking statements should not be
regarded as representations that the projected or anticipated
outcomes can or will be achieved. Forward-looking statements
included in this report are based only on information currently
available to GulfMark and speak only as of the date of this
report. GulfMark expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in its
expectations or beliefs with regard to the statement or any
change in events, conditions or circumstances on which any
forward-looking statement is based, whether as a result of new
information, future events or otherwise.
Nothing in this Current Report on Form 8-K (including, without
limitation, the exhibits furnished as Exhibits 99.1,
99.2 and 99.3) shall constitute a solicitation of
any holders of any of GulfMarks indebtedness or GulfMarks
securities with respect to the matters contemplated in the Plan
or Disclosure Statement or an offer to buy or sell, or a
solicitation of an offer to buy or sell, any securities of
GulfMark, which would be made only to definitive documents and an
applicable exemption from the Securities Act.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 2.1 |
Chapter 11 Plan of Reorganization of GulfMark Offshore, |
| 10.1 |
Amended and Restated Employment Agreement, dated effective |
| 99.1 |
Press Release dated May 17, 2017 |
| 99.2 |
Disclosure Statement for Chapter 11 Plan of Reorganization of GulfMark Offshore, Inc. dated May 17, 2017 |
| 99.3 |
Noteholder Presentation |
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. GULFMARK OFFSHORE, INC. (NYSE:GLF) Recent Trading Information
GULFMARK OFFSHORE, INC. (NYSE:GLF) closed its last trading session up +0.005 at 0.200 with 1,125,486 shares trading hands.