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 Extension
As previously reported on April 14, 2017, GulfMark Offshore, Inc.
(the Company) entered into a
Forbearance Agreement (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 of in
excess of 50% of the aggregate outstanding principal amount of
the Companys 6.375% senior notes due 2022, 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. On April 28, 2017, the Company entered into the First
Amendment to Forbearance Agreement (the First
Amendment) which extends the forbearance period
under the Senior Notes Forbearance Agreement to the earliest to
occur of 11:59 p.m. (New York City time) on May 12, 2017 and
certain specified early termination events.
A copy of the First Amendment is filed as Exhibit 10.1 hereto and
is incorporated herein by reference. The above description of the
First Amendment 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 with the Agent that extended the forbearance
period until the earlier of April 28, 2017 and the occurrence of
any of the specified early termination events. On April 28, 2017,
the Company entered into a second extension agreement (the
RBS Extension Agreement) with the Agent
that extends the forbearance period until the earlier of May 12,
2017 and the occurrence of any of the specified early termination
events.
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 Extension
As previously reported, 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. On April 28, 2017, the Company entered into a
support letter extension (the DNB Extension
Agreement) which extends the support period until
the earlier of May 12, 2017 or the occurrence of any of the early
termination events as described in the DNB Support Agreement.
A copy of the DNB Extension Agreement is filed as Exhibit 10.3
hereto and is incorporated herein by reference. The above
description of the DNB Extension Agreement is qualified in its
entirety by the full text of such exhibit.
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
an agreement with respect to such a restructuring.
|
Item 9.01. |
Financial Statements and Exhibits |
(d)Exhibits.
|
Exhibit number |
Description |
|
10.1 |
First Amendment to Forbearance Agreement dated April 28, |
|
10.2 |
RBS Extension Agreement dated April 28, 2017 among the |
|
10.3 |
DNB Extension Agreement dated April 28, 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 0.320 with 1,125,486 shares trading hands.