k8.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date of
Report (Date of earliest event reported): July 1, 2008
GULFMARK
OFFSHORE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
000-22853
(Commission file
number)
76-0526032
(I.R.S.
Employer Identification No.)
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10111
Richmond Avenue, Suite 340,
Houston,
Texas
(Address
of principal executive offices)
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77042
(Zip
Code)
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(713)
963-9522
(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:
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))
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ITEM
1.01.
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Entry into a Material
Definitive Agreement
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Purchase
Agreement
On July
1, 2008, under the terms of a Membership Interest and Stock Purchase Agreement
(the “Purchase Agreement”) dated May 28, 2008, among us, Rigdon Marine
Holdings, L.L.C. ("Rigdon Holdings"), Rigdon Marine Corporation ("Rigdon";
Rigdon Holdings and Rigdon together, the “Rigdon Companies”), 100% of the
members of Rigdon Holdings and all the shareholders of Rigdon other than Rigdon
Holdings (collectively, the “Rigdon Sellers”), our wholly-owned subsidiary,
GulfMark Management, Inc. ("GLF Management"), acquired the Rigdon Companies’
equity interests consisting of:
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100%
of the membership interests of Rigdon Holdings,
and
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all
shares of Common Stock of Rigdon not owned by Rigdon
Holdings.
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The
Rigdon Companies own and operate offshore support vessels to provide
transportation of materials and supplies to and from offshore platforms and
drilling rigs.
As
consideration for the Rigdon Companies’ equity interests:
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we
paid $271 million (plus or minus certain adjustments) to the Rigdon
Sellers, consisting of $150 million in cash and 2,085,700 shares of our
common stock (valued at approximately $121 million at closing),
plus
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we
assumed $269 million in debt of the Rigdon
Companies.
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The
Purchase Agreement provides for a post-closing adjustment to the purchase price
based on changes in working capital from April 30, 2008 to the date of
Closing.
The
Purchase Agreement contains customary post-closing covenants and indemnification
rights and obligations.
The press
releases we issued regarding execution of the Purchase Agreement and the closing
of the transactions under the Purchase Agreement, filed on Forms 8-K dated
May 29, 2008, and July 2, 2008, respectively, are incorporated herein
by reference.
Agreements Relating to
Payment or Assumption of Rigdon Debt
The
Rigdon debt consists of:
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a
Senior Secured Credit Facility Agreement (“Senior Facility”) that provides
up to $224 million to fund 70% financing of the constructed cost of the 20
platform supply vessels built or under construction under two separate
tranches and a third tranche to fund 100% of the construction
of eight crew/fast supply vessels;
and
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a
Subordinated Secured Credit Facility Agreement (“Subordinated Facility”)
that provides up to $85 million to fund the balance of the construction
cost of the vessels.
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Construction
Loans. The Rigdon Holdings debt consisted of two Construction
Loan Agreements (“CLA”) which separately provided for up to $180 million in
interim construction financing until delivery and acceptance of the vessels.
After closing, Rigdon acquired the construction in progress (“CIP”) and the
construction contracts from Rigdon Holdings for the CIP balance at June 30,
2008 of $33 million and Rigdon Holdings retired the outstanding CLA debt in that
same amount. No debt is now outstanding under the construction loans,
and we are in the process of liquidating Rigdon Holdings.
Senior
Facility. Rigdon’s $224 million Senior Facility is with a
syndicate of banks led by DVB Bank NV, as Agent. The Senior Facility
was amended on July 1, 2008 to retain the facility after our acquisition of
Rigdon. On July 1, 2008, approximately $155 million was
outstanding under the Senior Facility. The amendment shortened the
maturity date to June 30, 2010 and paid the Lenders customary fees to effect the
amendment.
The
Senior Facility bears interest at the rate of Libor plus 125 basis points and is
due at the rate of 0.833% per month of the outstanding principal on each vessel
beginning one month after delivery of the vessel with a final payment due on
maturity. Rigdon has interest rate swap agreements for a portion of the Senior
Facility indebtedness that has the effect of fixing the interest rate at 4.728%
on approximately $106 million of the Senior Facility. The interest
rate swaps will be accounted for as fair value hedges.
The
Senior Facility is subject to financial covenants consistent with those of our
Secured Reducing Revolving Credit Loan Facility, contains customary other
covenants and events of default, and is secured by a Preferred Fleet Mortgage on
each vessel financed under the Senior Facility. Twenty vessels
currently secure the Senior Facility. Customary fees were paid to the lenders
to amend the Senior Facility and additional fees will be due to the lenders
if the Senior Facility is not refinanced prior to December 31,
2009.
Subordinated
Facility. The Subordinated Facility of $85 million was
assigned from the existing subordinated lender to DVB Bank NV, as Agent for the
subordinated lenders. The Subordinated Facility was amended and
restated to allow the senior lenders to assume approximately $81 million of
Rigdon’s subordinated debt and become the lenders under the Subordinated
Facility although, at closing, only DVB Bank NV became a lender under the
Subordinated Facility.
The
Subordinated Facility is subordinated to the Senior Facility and will provide up
to approximately $4 million in remaining construction expenditures on the last
Rigdon platform supply vessel to be delivered in the third quarter of
2008.
The
Subordinated Facility bears interest at the rate of Libor plus 200 basis points
and matures on June 30, 2010. There are no scheduled principal repayments before
the maturity date and no principal payments may be made until the Senior
Facility is repaid in full.
The
Subordinated Facility is also subject to the same financial covenants as the
Senior Facility and contains customary other covenants and events of
default. The facility is secured by a Subordinated Second Fleet
Mortgage on 19 vessels and a subordination agreement which grants the
Senior Facility lenders certain preferences over the Subordinated Facility
lenders for payments of principal and interest and in exercising remedies over
the security interests held by them. Customary fees were paid to the
lenders to assume and amend the Subordinated Facility and additional fees will
be due to the lenders if the Subordinated Facility is not refinanced prior to
December 31, 2009.
Guaranty. We
have guaranteed the indebtedness of Rigdon under both the Senior Facility and
the Subordinated Facility. In the guaranty, we have agreed to
financial covenants that are consistent with those in our existing Secured
Reducing Revolving Credit Loan Facility.
Registration Rights
Agreement
The
Rigdon Sellers hold approximately 9% of our outstanding Common Stock and we have
granted registration rights to them for these shares. These rights
include the following:
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By
September 15, 2008, we are obligated to file a Form S-3 shelf
registration statement registering for resale the shares of our Common
Stock held by them;
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The
Rigdon Sellers have piggyback registration rights for any registration
statement that we might file (other than those relating to certain
employee benefits or merger transactions);
and
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The
Rigdon Sellers cannot sell shares of our Common Stock until September 15,
2008 and, in the case of Larry T. Rigdon and his affiliates, until
December 29, 2008.
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Other Agreements We Executed
in Connection with the Purchase Agreement
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An
Escrow Agreement under which $15 million of the cash purchase price
is being held:
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To
pay us any amount by which the purchase price is decreased due to the
closing working capital adjustment,
or
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To
satisfy any indemnification claims we successfully assert against the
Rigdon Sellers for breach of representations, warranties or covenants or
for pre-closing liabilities.
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If
the escrow funds are not claimed by us, the escrow funds are released to
the Rigdon Sellers as follows:
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$5 million
on the six month anniversary of the
closing;
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$7.5
million after delivery of the last Rigdon vessel current under
construction; and
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the
remainder on the earlier to occur of the release of our audited 2009 year
end results or April 30, 2010.
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A
Non-Competition Agreement with Larry T. Rigdon prohibiting him from
competing for two years with the existing Rigdon business in the Gulf of
Mexico. This agreement also contains provisions restricting
Mr. Rigdon from soliciting employees of ours and the Rigdon Companies
and from making or publishing any disparaging statements about
us.
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The foregoing description of the
documents described above does not purport to be a complete statement of the
parties’ rights under those agreements and is qualified in its entirety by
reference to the full text of these documents, which will be filed as exhibits
to our Quarterly Report on Form 10-Q, to be filed by us with the Securities
and Exchange Commission.
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ITEM
2.01.
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Completion of
Acquisition or Disposition of
Assets
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On July 1, 2008, we completed the
acquisition of the membership interests in Rigdon Holdings and the shares of
common stock in Rigdon not owned by Rigdon Holdings. Rigdon operates
a fleet of 22 technologically advanced offshore supply vessels primarily in the
domestic Gulf of Mexico, with six additional vessels under
construction.
The total consideration for the
acquisition was $271 million in cash and shares of our Common Stock and the
assumption of $269 million in Rigdon's debt. See Item 1.01
above.
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ITEM
2.03.
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Creation of Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
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As a result of our transaction with the
Rigdon Sellers, we assumed $269 million in Rigdon
indebtedness. See Item 1.01 above.
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ITEM
3.02.
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Unregistered Sales of
Equity Securities
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On July 1, 2008, we issued 2,085,700
shares of our Common Stock, $.01 par value. The shares of Common
Stock were issued at a value of $58.18 per share for a total value of
approximately $121 million as a portion of the consideration for the acquisition
of the Rigdon Companies’ equity interests. See Item 1.01 above.
These
sales of shares of Common Stock were exempt from registration under the
Securities Act of 1933 by reason of Section 4(2) thereof. The
sales were made to only to a limited number of individuals or entities that
represented to us that they were Accredited Investors. We have not
engaged in general solicitation or advertising and have not offered securities
to the public in connection with the sale of the shares.
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ITEM
5.02.
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Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal
Officers
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Mr. Larry T. Rigdon has been appointed
to our Board of Directors effective on July 1, 2008. See our
Form 8-K filed July 2, 2008 for further information and is incorporated by
reference into this item.
See Item 1.01 for a description of
the Non-Competition Agreement entered into by Mr. Rigdon, which is
incorporated by reference into this item.
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ITEM
9.01.
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Financial Statements
and Exhibits
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(a) Financial
statements of businesses acquired.
The
financial statements of Rigdon Holdings and Rigdon that are required to be filed
will be filed by amendment not later than 71 calendar days after the date this
report was required to be filed.
(b) Pro
forma financial information.
Pro forma
financial information that is required to be filed will be filed by amendment
not later than 71 days after the date this report was required to be
filed.
(d) Exhibits.
The
following exhibit is furnished with this Form 8-K:
4.5 Registration
Rights Agreement dated July 1, 2008, among GulfMark Offshore, Inc. and the
members of Rigdon Marine Holdings, L.L.C. and the shareholders of Rigdon Marine
Corporation that are signatories thereto.
The
remaining exhibits, which are material contracts or plans of acquisition,
reorganization, arrangement, liquidation or succession, will be filed as
exhibits to our Form 10-Q in accordance with Item 601(a)(4) of
Regulation S-K.
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.
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Date: July
7, 2008
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GulfMark
Offshore, Inc.
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(Registrant)
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By:
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Name:
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Edward
A. Guthrie
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Title:
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Executive
Vice President and Chief Financial
Officer
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