Attached files
| file | filename |
|---|---|
| EX-10.1 - RBS TERM LOAN FACILITY - TBS International plc | ex_10-1.htm |
| EX-10.2 - RBS GUARANTEE LOAN FACILITY - TBS International plc | ex_10-2.htm |
| EX-99.1 - PRESS RELEASE 5/7/10 - TBS International plc | press_release0511.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): May 6, 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.
Effective May
6, 2010, TBS International plc (the "the Company"), certain of its subsidiaries
and their lenders agreed to modify their credit arrangements, including certain
of the financial covenants thereunder.
The amending
documents are as follows:
· Amendment
No. 3 and Waiver to Credit Agreement, dated as of March 31, 2010 and effective
May 6, 2010, by and among Albemarle Maritime Corp., Arden Maritime Corp., Avon
Maritime Corp., Birnam 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 plc, TBS
International Limited, TBS Holdings Limited, TBS Shipping Services Inc., Bank of
America, N.A., Citibank, N.A., DVB Group Merchant Bank (Asia) Ltd., TD
Banknorth, N.A., Keybank National Association, Capital One Leverage Finance
Corp., Compass Bank (as successor in interest to Guaranty Bank), Merrill Lynch
Commercial Finance Corp., Webster Bank National Association, Comerica Bank and
Tristate Capital Bank (the "Bank of America Amendment").
· Fourth
Amendatory Agreement, dated April 30, 2010 and effective May 6, 2010, by and
among Bedford Maritime Corp., Brighton Maritime Corp., Hari Maritime Corp.,
Prospect Navigation Corp., Hancock Navigation Corp., Columbus Maritime Corp.,
Whitehall Marine Transport Corp., TBS International Limited, TBS Holdings
Limited, TBS International Public Limited Company, DVB Group Merchant Bank
(Asia) Ltd., The Governor and Company of the Bank of Ireland, DVB Bank SE and
Natixis, (the "DVB Amendment").
· Third
Amendment to Loan Agreement, dated April 22, 2010 and effective May 6, 2010, by
and among Amoros Maritime Corp., Lancaster Maritime Corp., Chatham Maritime
Corp., TBS International Limited, Sherwood Shipping Corp., TBS Holdings Limited,
TBS International Public Limited Company and AIG Commercial Equipment Finance,
Inc. (the "AIG Amendment").
· Supplemental
Letter to the Loan Agreement, dated April 21, 2010 and effective May 6, 2010, by
and among Claremont Shipping Corp., Yorkshire Shipping Corp., TBS International
Limited, TBS International Public Limited Company and Credit Suisse AG (the
"Credit Suisse Amendment").
· Supplemental
Letter to the Loan Agreement, dated March 31, 2010 and effective May 6, 2010, by
and among Grainger Maritime Corp., TBS International Limited and Joh. Berenberg,
Gossler & Co. KG (the "Berenberg Amendment").
· Supplemental
Letter to the Loan Agreement, dated March 31, 2010 and effective May 6, 2010, by
and among Dyker Maritime Corp., TBS International Limited and Commerzbank AG
(the "Commerzbank Amendment").
· Supplemental
Agreement dated May 6, 2010 and effective May 6, 2010, among Argyle Maritime
Corp., Caton Maritime Corp., Dorchester Maritime Corp., Longwoods Maritime
Corp., McHenry Maritime Corp., Sunswyck Maritime Corp., The Royal Bank of
Scotland plc., Citibank, N.A., Landesbank Hessen-Thüringen Girozentrale,
Norddeutsche Landesbank Girozentrale, Alliance & Leicester Commercial
Finance plc, and Bank of America, N.A. (the "RBS Amendment").
· Supplemental
Agreement dated May 7, 2010 and effective May 7, 2010 relating to the Guarantee
Facility Agreement, each among Argyle Maritime Corp., Caton Maritime Corp.,
Dorchester Maritime Corp., Longwoods Maritime Corp., McHenry Maritime Corp.,
Sunswyck Maritime Corp., and The Royal Bank of Scotland plc. Fifth
Amendatory Agreement, dated April 30, 2010 and effective May 6, 2010, amending
and supplementing the Bareboat Charter Party by and among Adirondack Shipping
LLC, TBS International Limited and Fairfax Shipping Corp., dated as of January
24, 2007 (the "Adirondack Agreement").
· Fifth
Amendatory Agreement, dated April 30, 2010 and effective May 6, 2010, amending
and supplementing the Bareboat Charter Party by and among Rushmore Shipping LLC,
TBS International Limited and Beekman Shipping Corp., dated as of January 24,
2007 (collectively with the Adirondack Agreement, the "Bareboat
Charters").
The credit
facilities, as amended, contain usual and customary covenants, including the
financial covenants described more fully below, minimum collateral coverage
covenants, a $15 million minimum cash liquidity requirement, and a net present
rental value covenant limiting net present rental value payable by the Company
or any of its subsidiaries to $45 million.
Summary of
material financial covenants in place subsequent to March 31,
2010:
|
Minimum
Consolidated Interest Charges Coverage Ratio
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Not
less than a ratio of 2.50 to 1.00 at March 31, 2010, 3.00 to 1.00 at June
30, 2010 and 3.75 to 1.00 at September 30, 2010 of (x) consolidated
EBITDA, as defined in the agreements, for the four previous quarters, to
(y) consolidated interest expense for the same period. Not
measured after September 30, 2010.
|
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Maximum
Consolidated Leverage Ratio
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Not
more than a ratio of 5.00 to 1.00 at June 30, 2010, 3.75 to 1.00 at
September 30, 2010, 3.00 to 1.00 at December 31, 2010 and March 31, 2011,
2.75 to 1.00 at June 30, 2011 and 2.50 to 1.00 at September 30, 2011 and
thereafter of (x) consolidated funded indebtedness to (y) consolidated
EBITDA for the four previous quarters.
|
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Minimum
Consolidated Fixed Charge Coverage Ratio
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Not
less than a ratio of 1.10 to 1.00 at December 31, 2010, 1.30 to 1.00 at
March 31, 2011, 1.50 to 1.00 at June 30, 2011 and 1.75 to 1.00 at
September 30, 2011 and thereafter of (x) consolidated
EBITDA for the four previous quarters to (y) the sum of
consolidated interest expense for the same period plus regularly scheduled
debt payments for the following 12
months.
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The interest
rate applicable under the Bank of America Amendment and DVB Amendment is LIBOR
plus 5.25% through June 30, 2010, rising 0.50% July 1, 2010 and rising 0.50%
semiannually thereafter until reaching LIBOR plus 7.25% on January 1,
2012. The interest rate applicable under the AIG Amendment is LIBOR
plus 5.00% subject to a 10% minimum, the interest rate applicable under the
Credit Suisse Amendment is LIBOR plus 3.25%, the interest rate applicable under
the Berenberg Amendment is LIBOR plus 5.00%, the interest rate applicable under
the Commerzbank Amendment is LIBOR plus 4.00% through December 31, 2011, and the
interest rate applicable under the RBS Amendment is LIBOR plus 5.00%
. The daily charter hire rates under the amended Bareboat Charters
are $8,240 per day for months 40 to 48, $8,110 per day for months 49 to 60,
$8,030 per day for months 61 to 72 and $7,950 per day for months 73 to
84.
The Company
incurred approximately $1.7 million in deferred financing cost in connection
with the May 2010 waiver extensions, amendments and restatements to the credit
facilities.
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.
TBS
International plc issued a press release announcing the
amendments. The press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits
The following
exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release.
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10.1
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Appendix
1 to the Supplemental Agreement dated May 6, 2010 and effective May 6,
2010, among Argyle Maritime Corp., Caton Maritime Corp., Dorchester
Maritime Corp., Longwoods Maritime Corp., McHenry Maritime Corp., Sunswyck
Maritime Corp., The Royal Bank of Scotland plc., Citibank, N.A.,
Landesbank Hessen-Thüringen Girozentrale, Norddeutsche Landesbank
Girozentrale, Alliance & Leicester Commercial Finance plc, and Bank of
America, N.A. (the "RBS Amendment").
|
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10.2
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Appendix
1 to the Supplemental Agreement dated May 7, 2010 and effective May 7,
2010 relating to the Guarantee Facility Agreement, each among Argyle
Maritime Corp., Caton Maritime Corp., Dorchester Maritime Corp., Longwoods
Maritime Corp., McHenry Maritime Corp., Sunswyck Maritime
Corp., and The Royal Bank of Scotland plc. Fifth Amendatory
Agreement, dated April 30, 2010 and effective May 6, 2010, amending and
supplementing the Bareboat Charter Party by and among Adirondack Shipping
LLC, TBS International Limited and Fairfax Shipping Corp., dated as of
January 24, 2007 (the "Adirondack
Agreement").
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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.
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TBS
INTERNATIONAL PLC
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Date:
May 11, 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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||
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Executive
Vice President and Chief Financial
Officer
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