GULFMARK OFFSHORE, INC. (NYSE:GLF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement
Senior Notes Forbearance Agreement
On April 14, 2017, GulfMark Offshore, Inc., a Delaware
corporation (the Company), entered into
a Forbearance Agreement (the Senior Notes Forbearance
Agreement) by and among the Company and certain
beneficial owners and/or investment advisors or managers of
discretionary accounts for the holders or beneficial owners (the
Holders) of in excess of 50% of the
aggregate principal amount of the Companys 6.375% senior notes
due 2022 (the Senior Notes)
outstanding. The Senior Notes were issued to the Indenture, dated
as of March 12, 2012 (the Indenture),
between the Company and U.S. Bank National Association, a
national banking association, as trustee (the
Trustee).
to the Senior Notes Forbearance Agreement, among other
provisions, each Holder agrees that during the Forbearance
Period, subject to certain conditions precedent and continuing
conditions, it will not enforce, or otherwise take any action to
direct enforcement of, any of the rights and remedies available
to the Holders or the Trustee under the Indenture or the Senior
Notes or otherwise, including, without limitation, any action to
accelerate, or join in any request for acceleration of, the
Senior Notes under the Indenture or the Senior Notes, solely with
respect to the Companys failure to make the interest payment due
on March 15, 2017 on the Senior Notes (the Interest
Default). As defined in the Senior Notes
Forbearance Agreement, the Forbearance
Period ends on the earlier of April 28, 2017 and
the occurrence of any of the specified early termination events
described therein.
A copy of the Senior Notes Forbearance Agreement is filed as
Exhibit 10.1 hereto and is incorporated herein by reference. The
above description of the Senior Notes Forbearance Agreement is
qualified in its entirety by the full text of such exhibit.
RBS Support Agreement Extension
As previously reported, on March 14, 2017, the Company entered
into a support agreement (the RBS Support
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 Support Agreement, the Agent
agreed to waive the defaults and events of default specified in
the RBS Support 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
Support Agreement until the earlier of April 14, 2017 and the
occurrence any of the early termination events specified in the
Support Agreement. On April 14, 2017, the Company entered into an
extension agreement (the RBS Extension
Agreement) with the Agent that extends the
forbearance period until the earlier of April 28, 2017 and the
occurrence of any of the specified early termination events. The
RBS Extension Agreement also amended the list of defaults and
events of default to include certain additional forbearance
defaults and events of default.
A copy of the RBS Extension Agreement is filed as Exhibit 10.2
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.
DNB Support Agreement
On April 14, 2017, the Company entered into a support agreement
(the DNB Support Agreement) relating
to that certain NOK 600,000,000 Secured Revolving Credit
Facility Agreement dated December 27, 2012 (as amended,
supplemented and/or restated from time to time, the
NOK Facility Agreement) with DNB Bank
ASA (the Norwegian Lender), as lead
arranger and lender. to the DNB Support Agreement, the
Norwegian Lender agreed to abstain from exercising any rights
or remedies under the NOK Facility Agreement as a result of
such defaults or events of default specified in the DNB Support
Agreement until the earlier of April 28, 2017 or the occurrence
of any of the early termination events as described in the DNB
Support Agreement.
A copy of the DNB Support Agreement is filed as Exhibit 10.3
hereto and is incorporated herein by reference. The above
description of the DNB Support Agreement is qualified in its
entirety by the full text of such exhibit.
Item 8.01.Other Items
As previously reported, on March 15, 2017, the board of
directors of the Company decided not to pay on its due date the
$13.7 million interest payment due March 15, 2017 on the Senior
Notes and, as provided for in the Indenture, to enter into the
30-day grace period to make such payment. The Company did not
make such interest payment on April 14, 2017, which is the last
day of such 30-day grace period. The Companys failure to pay
this amount on April 14, 2017 results in an event of default
under the Indenture governing the Senior Notes, which results
in a cross-default under the RBS Facility Agreement and the NOK
Facility Agreement.
While the event of default is continuing under the Indenture,
the Trustee or holders of at least 25% in principal amount of
the Senior Notes may declare the Senior Notes to be due and
payable immediately. While the event of default is continuing
under the RBS Facility Agreement, the Agent may (and shall if
so directed by the Majority Lenders (as defined in the RBS
Facility Agreement)), by notice to the Company, declare the
loans thereunder, together with accrued interest and all other
amounts outstanding thereunder, to be immediately due and
payable. While the event of default is continuing under the NOK
Facility Agreement, the Norwegian Lender may (and shall if so
directed by the Majority Lenders (as defined in the NOK
Facility Agreement)), by notice to the borrower thereunder,
declare the facility, together with accrued interest and all
other amounts outstanding thereunder, to be immediately due and
payable.
The Company is continuing to engage in negotiations and
discussions with holders of the Companys indebtedness regarding
the terms of a financial restructuring. There can be no
assurance, however, that the Company will be able to negotiate
acceptable terms of a restructuring with its creditors or reach
any agreement with respect to such a restructuring.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits.
|
Exhibit number |
Description |
|
10.1 |
Forbearance Agreement dated April 14, 2017 among the |
|
10.2 |
Extension Agreement dated April 14, 2017 among the |
|
10.3 |
Support Agreement dated April 14, 2017 among the |
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 down -0.040 at 0.210 with 1,125,486 shares trading hands.