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EX-10.1 - EX-10.1 - GULFMARK OFFSHORE INC | h69062exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 17, 2009
GulfMark Offshore, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33607 | 76-0526032 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
10111 Richmond Avenue, Suite 340, Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (713) 963-9522
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2009, GulfMark Offshore, Inc. (the Company) entered into a Facility
Agreement (the Facility Agreement) among the Company, as guarantor, GulfMark Americas, Inc., an
indirect wholly-owned subsidiary of the Company, as borrower (the Borrower), the financial
institutions listed in Part II of Schedule 1 thereto, as lenders, and The Royal Bank of Scotland
plc, as arranger, as agent of the Finance Parties, and as security trustee for the Secured Parties.
The Facility Agreement provides the Borrower with a term loan facility in an aggregate amount
equal to $200 million. The termination date under the Facility Agreement is December 31, 2012 and
is repayable in 11 consecutive quarterly installments of approximately $8.33 million and a final
installment of approximately $108.33 million. Loans under the Facility Agreement bear interest by
reference to the LIBOR rate, plus a margin of 2.5% per annum. Certain arrangement fees were paid
to the arranger.
The Facility Agreement is secured by certain vessels of the Borrower. In addition, GulfMark
Management, Inc., the Borrowers parent, has pledged all of the shares of common stock in the
Borrower to the agent, on behalf of the lenders, as security for the Facility Agreement.
The Company has unconditionally guaranteed all existing and future indebtedness and
liabilities of the Borrower arising under the Facility Agreement and other loan documents. Such
guarantee also covers obligations of the Borrower arising under any interest rate swap contract and
other security documentation related to the Facility Agreement.
The collateral that secures the loans under the Facility Agreement will secure all of the
Borrowers obligations under any hedging agreements between the Borrower and The Royal Bank of
Scotland plc.
The Facility Agreement requires compliance with four financial covenants. The Company must
not permit its leverage ratio to exceed (i) 3.0 to 1.0 for any financial quarter ending during any
period on or after March 31, 2010 and on or prior to December 31, 2010, (ii) 2.75 to 1.0 for any
financial quarter ending during any period on or after March 31, 2011 and on or prior to December
31, 2011 and (iii) 2.5 to 1.0 for any financial quarter ending during any period on or after March
31, 2012 and on or prior to December 31, 2012. The Facility Agreement generally defines the
leverage ratio as the ratio of (a) total indebtedness, minus certain cash amounts to (b)
consolidated adjusted EBITDA. The Company also must not permit the consolidated interest coverage
ratio, for any period for four consecutive financial quarters, to be less than 4.0 to 1.0. The
Facility Agreement generally defines the consolidated interest coverage ratio as the ratio of
consolidated adjusted EBITDA to consolidated interest expense. The Company must not permit the
equity to total assets ratio, as of the last day of any financial quarter, to be less than 0.35 to
1.0. The Facility Agreement generally defines the equity to total assets ratio as the ratio of
shareholders equity to total assets. Additionally, the collateral to debt ratio must be at least
1.65 to 1.0 at the end of each financial quarter. The Facility Agreement generally defines the
collateral to debt ratio as the ratio of (i) the aggregate appraised value of the vessels that are
collateral under the Facility Agreement and any sums in the cash collateral account to (ii) the sum
of the unfunded commitments and the outstanding loans. The Facility Agreement also contains
customary representations, warranties and affirmative and negative covenants.
As set forth in the Facility Agreement, there are several occurrences that constitute an event
of default, including without limitation, defaults on payments of amounts borrowed under the
Facility Agreement, defaults on payments of other material indebtedness, bankruptcy or insolvency,
a change of control of the Company or the Borrower, material unsatisfied judgments, the occurrence
of a material adverse change, and other customary events of default. Upon the occurrence of an
event of default, the majority lenders may terminate the Facility Agreement, declare that all
obligations under the Facility Agreement are due and payable and exercise its rights with respect
to the collateral under the Facility Agreement.
The above description of the Facility Agreement is qualified in its entirety by reference to
the complete text of the Facility Agreement filed as Exhibit 10.1 hereto, which is incorporated
herein by reference.
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Item 1.02 Termination of a Material Definitive Agreement.
In connection with and effective upon the closing of the Facility Agreement described in Item
1.01 above, the Borrower terminated its Senior Secured Credit Facility Agreement among the Borrower
(formerly Rigdon Marine Corporation) and DVB Bank NV, as Underwriter, Arranger, Agent, Security
Trustee, Swap Bank and Book Manager, and the lenders that are parties thereto, dated December 28,
2005, as amended (the Senior Credit Facility), and the Assignment, Assumption, Amendment and
Restatement of Loan Agreement Providing for a US $85,000,000 Subordinated Credit Facility between
Burbon Capital U.S.A., Inc., as Assignor, Rigdon Marine Corporation, as Borrower, DVB Bank NV, as
Facility Agent and Security Trustee, and the lenders that are parties thereto, dated July 1, 2008
(the Subordinated Credit Facility and, together with the Senior Credit Facility, the Old
Facility Agreements), and all documents and agreements contemplated by and relating to the Old
Facility Agreements. The termination of the Old Facility Agreements was a condition precedent to
the closing of the Facility Agreement.
The amount of principal outstanding under the Old Facility Agreements prior to repayment was
$220.6 million, which was repaid from the $200 million of proceeds from the new Facility Agreement
and $20.6 million of cash on hand.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registration.
The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by
reference into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 | Facility Agreement dated December 17, 2009, between GulfMark Americas, Inc., as borrower, GulfMark Offshore, Inc., as guarantor, the financial institutions listed in Part II of Schedule 1 thereto, as lenders, and The Royal Bank of Scotland plc, as arranger, as agent of the Finance Parties and as security trustee for the Secured Parties |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GULFMARK OFFSHORE, INC. | ||||
Date: December 17, 2009 | By: | /s/ Quintin V. Kneen | ||
Quintin V. Kneen | ||||
Executive Vice President & Chief Financial Officer |
||||
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
10.1
|
Facility Agreement dated December 17, 2009, between GulfMark Americas, Inc., as borrower, GulfMark Offshore, Inc., as guarantor, the financial institutions listed in Part II of Schedule 1 thereto, as lenders, and The Royal Bank of Scotland plc, as arranger, as agent of the Finance Parties and as security trustee for the Secured Parties |