GULFMARK OFFSHORE, INC. (NYSE:GLF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Intercompany DIP Credit Agreement
On May 18, 2017, GulfMark Offshore, Inc.
(GulfMark or the
Company) entered into the Senior
Secured Super-Priority Debtor In Possession Credit Agreement (the
Intercompany DIP Agreement) among the
Company, as the borrower, GulfMark Rederi AS, a wholly-owned
subsidiary of GulfMark (Rederi), as the
lender, and DNB Bank ASA (DNB), as
issuing bank. to the Intercompany DIP Agreement, Rederi will make
available to the Company a senior secured super-priority term
loan facility of up to $35 million to allow the Company to
continue to operate its business and manage its properties as a
debtor and a debtor-in-possession to the Companys filing of a
voluntary petition for relief under chapter 11 of title 11 of the
United States Code in the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy
Petition). The Company has requested that DNB issue
letters of credit from time to time, to be cash collateralized
using the proceeds of the term loans to be made under the
Intercompany DIP Agreement. As security for the loans to be made
under the Intercompany DIP Agreement, the Company has agreed to
pledge 65% of its equity interests in GulfMark Capital, LLC,
GulfMark Foreign Investments LLC and GM Offshore, Inc., each a
wholly owned domestic subsidiary of the Company.
A copy of the Intercompany DIP Agreement is filed as Exhibit 10.1
hereto and is incorporated herein by reference. The above
description of the Intercompany DIP Agreement is qualified in its
entirety by the full text of such exhibit.
Second Amendment and Restatement Agreement
In order to provide funds to Rederi for purposes of making loans
to GulfMark under the Intercompany DIP Agreement, on May 18,
2017, Rederi entered into the Second Amendment and Restatement
Agreement (the Second Amendment and Restatement
Agreement) among Rederi, as borrower, the other
loan parties party thereto, the financial institutions listed
therein as lenders, and DNB, as arranger and agent. to the Second
Amendment and Restatement Agreement, the parties amended and
restated Rederis existing NOK 600,000,000 Secured Revolving
Credit Facility Agreement, dated December 27, 2012 (as previously
amended, supplemented and/or restated from time to time, and as
amended and restated by the Second Amendment and Restatement
Agreement, the Amended and Restated DNB
Facility). to the Amended and Restated DNB
Facility, DNB has agreed to make available to Rederi an
additional $35 million senior secured term loan facility (the
Term Loan Facility). To secure the Term
Loan Facility, Rederi, a wholly owned subsidiary of GulfMark
Norge AS (the Norwegian Parent), and
GulfMark UK Ltd. (the UK Guarantor), a
wholly owned subsidiary of GulfMark North Sea Limited (the
UK Parent), have agreed to place
mortgages in favor of DNB on certain additional previously
unencumbered vessels owned by Rederi and certain other
subsidiaries of GulfMark. In addition, the UK Parent and the
Norwegian Parent pledged their shares in the UK Guarantor and
Rederi, respectively, to DNB.
A copy of the Second Amendment and Restatement Agreement is filed
as Exhibit 10.2 hereto and is incorporated herein by reference.
The above description of the Second Amendment and Restatement
Agreement is qualified in its entirety by the full text of such
exhibit.
RBS Forbearance Agreement
On May 19, 2017, GulfMark Americas, Inc. and GulfMark Management,
Inc. entered into a forbearance agreement (the RBS
Forbearance 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
Forbearance Agreement, the Agent agreed to waive the defaults and
events of default specified in the RBS Forbearance 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 Forbearance Agreement until the
earlier of May 31, 2017 and the occurrence any of the early
termination events specified in the RBS Forbearance Agreement. In
addition, the Agent agreed in the RBS Forbearance Agreement to
rescind, on a retrospective basis, during such period the
provision in the RBS Facility Agreement 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 the event
of default arising as a result of the Companys filing of the
Bankruptcy Petition.
A copy of the RBS Forbearance Agreement is filed as Exhibit 10.3
hereto and is incorporated herein by reference. The above
description of the RBS Forbearance Agreement is qualified in its
entirety by the full text of such exhibit.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits.
| Exhibit number | Description |
|
10.1 |
Intercompany DIP Agreement dated May 18, 2017 among |
|
10.2 |
Second Amendment and Restatement Agreement dated May 18, |
|
10.3 |
RBS Forbearance Agreement dated May 19, 2017 among GulfMark |
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 -0.005 at 0.200 with 1,125,486 shares trading hands.