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EX-99.1 - PRESS RELEASE - TRAILER BRIDGE INCd257223dex991.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

Current Report

pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 16, 2011

 

 

TRAILER BRIDGE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-22837   13-3617986

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

10405 New Berlin Road East

Jacksonville, Florida

  32226
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number including area code: (904) 751-7100

Not Applicable

(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:

 

¨ 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 1.03 Bankruptcy or Receivership.

On November 16, 2011, Trailer Bridge, Inc., a Delaware corporation (the “Company”), filed a voluntary petition in the United States Bankruptcy Court for the Middle District of Florida seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The Company’s case has been assigned the following case number, Case No. 3:11-bk-08348, by the Bankruptcy Court.

The Company continues to operate its business as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

On November 16, 2011, the Company issued a press release regarding the bankruptcy filing. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.

 

Item 2.04 Triggering Events That Accelerate or Increase a Direct financial Obligation or an Obligation Under an Off-Balance sheet Arrangement.

The Bankruptcy Filing described in Item 1.03 above constituted an event of default or otherwise triggered or may trigger repayment obligations under a number of instruments and agreements relating to direct and indirect financial obligations of the Company:

 

   

Indenture dated as of December 1, 2004 between the Company and Deutsche Bank Trust Company Americas, as successor trustee, with respect to approximately $86.3 million in principal and interest on outstanding debt securities in the form of 9.25% Senior Secured Notes;

 

   

Term loan and security agreement dated June 14, 2007 and later amendments between the Company and Wells Fargo , N.A. with respect to approximately $4.4 million;

 

   

Revolving line of credit and security agreement dated April 23, 2004 and later amendments between the Company and Wells Fargo, N.A. with respect to approximately $5.9 million;

 

   

United States Government Ship Financing Bonds (“MARAD Bonds”) with respect to approximately $5.1 million outstanding on the 7.07% MARAD Bonds maturing September 30, 2022 and approximately $8.6 million outstanding on the 6.52% MARAD Bonds maturing March 30, 2023.

The Company believes that any efforts to enforce the payment or other obligations under these instruments are stayed as a result of the Bankruptcy Filing.

 

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Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The matters discussed in this press release include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to the future operating performance of the Company and its asset utilization. Investors are cautioned that any such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. Without limitation, these risks and uncertainties include: (i) the potential adverse impact of the bankruptcy case on our business, financial condition or results of operations, including our ability to maintain contracts and other customer and vendor relationships that are critical to our business and the actions and decisions of our creditors and other third parties with interests in our bankruptcy case; (ii) our ability to maintain adequate liquidity to fund our operations during the bankruptcy case and to fund a plan of reorganization and thereafter, including maintaining normal terms with our vendors and service providers during the bankruptcy case and complying with the covenants and other terms of our financing agreements; (iii) our ability to obtain court approval with respect to motions in the bankruptcy case prosecuted from time to time and to develop, prosecute, confirm and consummate a plan of reorganization with respect to the bankruptcy case and to consummate all of the transactions contemplated by such plan of reorganization; (iv) risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm a plan of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 bankruptcy case to a Chapter 7 case; and (v) those factors identified in our filings with the Securities and Exchange Commission as may be accessed at www.sec.gov.

The risks and uncertainties and the terms of any reorganization plan ultimately confirmed can affect the value of our various pre-petition liabilities, common stock and/or other securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. A plan of reorganization could result in holders of our liabilities and/or securities receiving no value for their interests. Because of such possibilities, the value of these liabilities and/or securities is highly speculative and will pose substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders thereof in the bankruptcy case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our view only as of the date of this press release, and which we assume no obligation to update.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits:

Exhibit 99.1 – Press Release, dated November 16, 2011

 

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Signatures

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.

 

  TRAILER BRIDGE, INC.
Date: November 16, 2011   By:  

/s/ William G. Gotimer, Jr.

    William G. Gotimer, Jr.
    Co-Chief Executive Officer and General Counsel

 

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