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EX-99.1 - PRESS RELEASE 4/30/10 - TBS International plc | press_release0430.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
and Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 30, 2010
TBS
INTERNATIONAL PLC
(Exact
name of registrant as specified in its charter)
Ireland
|
001-34599
|
98-0646151
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Arthur
Cox Building
Earlsfort
Terrace
Dublin
2, Ireland
(Address
of Principal Executive Offices)
+1
353(0) 1 618 0000
(Registrant's
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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.
In January 2010, TBS International plc, an Irish company
(the "Company"), replaced TBS International Limited, a Bermuda company (the
"Predecessor"), as the ultimate parent company for the operations of TBS
International. In connection with the reorganization, the Company
assumed certain obligations of the Predecessor, including certain obligations
under the Predecessor's credit agreements.
In December 2009, the Company and the Predecessor entered
into agreements with its lenders to waive certain financial covenants through
March 31, 2010. Pursuant to the December 2009 agreements, the
collateral coverage covenants and other financial covenants were waived through
March 31, 2010, provided that the Company continued to meet two additional
covenants. The additional covenants required the Company to maintain
a minimum end of month cash balance of not less than $25.0 million and maintain
a ratio of earnings before interest, depreciation and amortization to interest
expense of not less than 1.75 to 1.00 for the first quarter of
2010. If the Company fails to satisfy the additional covenants, then
the waived covenants will again be effective.
In March 2010, the Company and each of its lenders agreed
to extend the waivers through April 30, 2010, and in April 2010, the Company and
its lenders agreed to extend the waivers through May 14, 2010. The
Company continues to be subject to the two additional covenants. If
the Company fails to satisfy the additional covenants, then the waived covenants
will again be effective.
The waiver extensions are applicable to the following
agreements:
· Amendment
Number 2 and Waiver to Credit Agreement, dated December 31, 2009 and effective
January 1, 2010, by and among Albemarle Maritime Corp., Arden Maritime Corp.,
Avon Maritime Corp., Birnham Maritime Corp., Bristol Maritime Corp., Chester
Shipping Corp., Cumberland Navigation Corp., Darby Navigation Corp., Dover
Maritime Corp., Elrod Shipping Corp., Exeter Shipping Corp., Frankfort Maritime
Corp., Glenwood Maritime Corp., Hansen Shipping Corp., Hartley Navigation Corp.,
Henley Maritime Corp., Hudson Maritime Corp., Jessup Maritime Corp., Montrose
Maritime Corp., Oldcastle Shipping Corp., Quentin Navigation Corp., Rector
Shipping Corp., Remsen Navigation Corp., Sheffield Maritime Corp., Sherman
Maritime Corp., Sterling Shipping Corp., Stratford Shipping Corp., Vedado
Maritime Corp., Vernon Maritime Corp. and Windsor Maritime Corp., TBS
International Limited, TBS Shipping Services Inc. Bank of America, N.A.,
Citibank, N.A., DVB Group Merchant Bank (Asia) Ltd., TD Bank, N.A., Keybank,
N.A., Capital One Leverage Finance Corp., Guaranty Bank, Merrill Lynch
Commercial Finance Corp., Webster Bank National Association, Comerica Bank and
Tristate Capital Bank (the "Bank of America
Facility").
· Second
Amendatory Agreement, dated December 31, 2009 and effective January 1, 2010, by
and among Bedford Maritime Corp., Brighton Maritime Corp., Hari Maritime Corp.,
Prospect Navigation Corp., Hancock Navigation Corp., Columbus Maritime Corp. and
Whitehall Marine Transport Corp., TBS International Limited, DVB Group Merchant
Bank (Asia) Ltd., The Governor and Company of the Bank of Ireland, DVB Bank SE,
Natixis, (the "DVB Facility").
· Second
Amendment to Loan Agreement, dated December 30, 2009 and effective January 1,
2010, by and among Amoros Maritime Corp., Lancaster Maritime Corp. and Chatham
Maritime Corp., TBS International Limited, Sherwood Shipping Corp., and AIG
Commercial Equipment Finance, Inc. (the "AIG
Facility").
· Supplemental
Letter to the Loan Agreement, dated December 22, 2009 and effective January 1,
2010, by and among Claremont Shipping Corp., Yorkshire Shipping Corp., TBS
International Limited and Credit Suisse (the "Credit Suisse
Facility").
· Supplemental
Letter to the Loan Agreement, dated December 30, 2009 and effective January 1,
2010, by and among Grainger Maritime Corp., TBS International Limited and Joh.
Berenberg, Gossler & Co. KG (the "Berenberg
Facility").
· Supplemental
Letter to the Loan Agreement, dated December 28, 2009 and effective January 1,
2010, by and among Dyker Maritime Corp., TBS International Limited and
Commerzbank AG (the "Commerzbank Facility").
· Supplemental
Agreement relating to the Term Loan Facility, dated December 31, 2009 and
effective January 1, 2010, each among Argyle Maritime Corp., Caton Maritime
Corp., Dorchester Maritime Corp., Longwoods Maritime Corp., McHenry Maritime
Corp., Sunswyck Maritime Corp., TBS International Limited and The Royal Bank of
Scotland plc., Citibank N.A., Landesbank Hessen-Thuringen Girozentrale,
Norddeutsche Landesbank Girozentrale, Alliance & Leicester Commercial
Finance plc, and Bank of America, N.A. (the "RBS
Facility").
· Supplemental
Agreement relating to the Guarantee Facility Agreement, dated December 31, 2009
and effective January 1, 2010, each among Argyle Maritime Corp., Caton Maritime
Corp., Dorchester Maritime Corp., Longwoods Maritime Corp., McHenry Maritime
Corp., Sunswyck Maritime Corp., TBS International Limited and The Royal Bank of
Scotland plc. (the "RBS Guarantee").
· Third
Amendatory Agreement, dated December 31, 2009 and effective January 1, 2010,
amending and supplementing the Bareboat Charter by and among Adirondack Shipping
LLC, TBS International Limited and Fairfax Shipping Corp., dated as of January
24, 2007 (the "Adirondack Agreement").
· Third
Amendatory Agreement, dated December 31, 2009 and effective January 1, 2010,
amending and supplementing the Bareboat Charter by and among Rushmore Shipping
LLC, TBS International Limited and Beekman Shipping Corp., dated as of January
24, 2007 (with the Adirondack Agreement, the "Bareboat
Charters").
Effective May 15, 2010, the original financial covenants
will be reinstated. Failure to comply with any of the covenants under
the credit facilities would result in a default. This could cause the
lenders to accelerate the timing of payments and exercise their lien on our
assets, which would have a material adverse effect on our business, operations,
financial condition and liquidity. Based on current internal
projections we anticipate that we will not meet the original covenant
requirements on May 15, 2010. If we cannot satisfy the covenants, we
will need to obtain additional waivers, modify the terms of the credit
facilities or otherwise refinance our debts.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information under Item 1.01 is incorporated by
reference herein.
Item 7.01 Regulation
FD Disclosure.
On April 30, 2010, TBS International plc issued the a press
release related to the waivers. The press release is attached as
Exhibit 99.1 hereto and incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(c)
Exhibits.
Exhibit
99.1
|
Press
release of TBS International plc dated April 30,
2010.
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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 hereunto
duly authorized.
TBS
INTERNATIONAL PLC
|
||
Date:
April 30, 2010
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By:
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/s/ Ferdinand V.
Lepere
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Ferdinand
V. Lepere
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Executive
Vice President and Chief Financial
Officer
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