GULFMARK OFFSHORE, INC. (NYSE:GLF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Restructuring Support Agreement
As previously disclosed, GulfMark Offshore, Inc.
(GulfMark or the
Company) has been involved in
discussions with certain of its stakeholders in respect of a
possible restructuring of the Companys indebtedness and
capitalization. On May 15, 2017, the Company entered into a
restructuring support agreement (the
RSA) with holders (the
Noteholders) of approximately 47% of
the aggregate outstanding principal amount of GulfMarks unsecured
6.375% senior notes due 2022, to support a restructuring on the
terms of a plan of reorganization as described therein. The RSA
contemplates that the Company will file for voluntary relief
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court in the District of Delaware on or before May 21,
2017 in accordance with the RSA. The terms of the RSA are
described further in GulfMarks Quarterly Report on Form 10-Q
filed on May 10, 2017 in Part I, Item 2 under the caption
Managements Discussion and Analysis of FinancialCondition and
Results of Operations Restructuring Support Agreement, which
description is incorporated herein by reference.
A copy of the RSA is filed as Exhibit 10.1 hereto and is
incorporated herein by reference. The above description of the
RSA is qualified in its entirety by the full text of such
exhibit.
Backstop Commitment Agreement
On May 15, 2017, GulfMark also entered into a backstop commitment
agreement (the Backstop Commitment
Agreement) to which certain of the Noteholders
agreed to backstop the $125 million rights offering contemplated
in the RSA. The terms of the Backstop Commitment Agreement are
described further in GulfMarks Quarterly Report on Form 10-Q
filed on May 10, 2017 in Part I, Item 2 under the caption
Managements Discussion and Analysis of FinancialCondition and
Results of Operations Backstop Commitment Agreement, which
description is incorporated herein by reference.
A copy of the Backstop Commitment Agreement is filed as Exhibit
10.2 hereto and is incorporated herein by reference. The above
description of the Backstop Commitment Agreement is qualified in
its entirety by the full text of such exhibit.
DNB Commitment Letter
On May 15, 2017, GulfMark entered into a commitment letter (the
Commitment Letter) by and among
GulfMark, GulfMark Rederi AS (Rederi),
a wholly owned subsidiary of GulfMark, and DNB Bank ASA
(DNB), to which DNB has committed to
provide a $35 million senior secured term loan facility (the
New DNB Facility) in the form of an
amendment to Rederis existing NOK 600,000,000 Secured Revolving
Credit Facility Agreement, dated December 27, 2012 (as amended,
supplemented and/or restated from time to time, the
Existing DNB Facility and as amended by
the New DNB Facility, the Amended DNB
Facility). The availability of the New DNB Facility
is subject to the satisfaction of certain specified terms and
conditions contained in the Commitment Letter, including the
execution of definitive loan documents in form and substance
satisfactory to DNB.The New DNB Facility will be available to
Rederi in multiple draws and will mature three months after the
closing of the New DNB Facility, subject to extension for an
additional three months upon satisfaction of certain conditions,
to be used by Rederi for working capital and general corporate
purposes upon GulfMarks contemplated filing under Chapter 11 of
the U.S. Bankruptcy Code. The New DNB Facility will be available
to GulfMark through an intercompany loan from Rederi to be used
by GulfMark and its subsidiaries to pay fees, costs and expenses
with respect to the Chapter 11 case and for working capital and
general corporate purposes.The Amended DNB Facility will be
secured by the same collateral securing the Existing DNB Facility
and in addition, among other things, mortgages on certain
unencumbered vessels owned by Rederi and other subsidiaries of
GulfMark.
RBS Support Agreement Extension
As previously reported, on March 14, 2017, GulfMark 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 RBS Support Agreement. On
April 14, 2017, GulfMark 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, GulfMark
entered into a second extension agreement with the Agent that
extended the forbearance period until the earlier of May 12,
2017 and the occurrence of any of the specified early
termination events. GulfMark entered into a third extension
agreement (the RBS Extension
Agreement) with the Agent as of May 12, 2017 that
extends the forbearance period until the earlier of May 21,
2017 and the occurrence of any of the specified early
termination events.
A copy of the RBS Extension Agreement is filed as Exhibit 10.3
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, GulfMark entered
into a support agreement (the DNB Support
Agreement) with DNB relating to the Existing DNB
Facility. to the DNB Support Agreement, DNB agreed to abstain
from exercising any rights or remedies under the Existing DNB
Facility 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, GulfMark entered into a support letter
extension which extended 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.
GulfMark entered into a second support letter extension (the
DNB Extension Agreement) as of May
12, 2017 which extends the support period until the earlier of
May 21, 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 10.4
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.
Item 7.01.Regulation FD Disclosure
On May 16, 2017, GulfMark issued a press release announcing its
entry into the RSA, the Backstop Commitment Agreement and the
Commitment Letter. A copy of such press release is furnished as
Exhibit 99.1 to this report.
The information furnished under this Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1 hereto, is being
furnished and shall not be deemed filed for 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 such information
be deemed incorporated by reference in 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 a filing.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K and other information
furnished herein, including the press release attached as
Exhibit 99.1, 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. Statements in this report that contain
forward-looking statements may include, but are not limited
to, statements regarding (i) the Companys filing under
Chapter 11 of the U.S. Bankruptcy Code as contemplated by the
RSA, (ii) the launch of the $125 million rights offering
contemplated by the RSA, (iii) the satisfaction of the terms
and conditions contained in the Commitment Letter, (iv) the
execution of definitive loan documents for the New DNB
Facility and borrowings under the New DNB Facility and (v)
the ability to obtain an extension of the New DNB Facility.
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 press release furnished as Exhibit
99.1) shall constitute a solicitation of any holders of any
of GulfMarks indebtedness or GulfMarks securities with
respect to the matters contemplated in the RSA or Backstop
Commitment Agreement 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.
Item 9.01.Financial Statements and
Exhibits
(d)Exhibits.
|
Exhibit number |
Description |
| 10.1 |
Restructuring Support Agreement dated May 15, 2017 among GulfMark and certain holders of GulfMarks 6.375% senior notes party thereto |
|
10.2 |
Backstop Commitment Agreement dated May 15, 2017 |
|
10.3 |
RBS Extension Agreement dated May 12, 2017 among |
|
10.4 |
DNB Extension Agreement dated May 12, 2017 among |
|
99.1 |
Press Release of GulfMark dated May 16, 2017 |
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 00.000 at 0.140 with 1,125,486 shares trading hands.