GulfMark Offshore amended plan of reorganization effective Nov. 14

By Caroline Salls

Pittsburgh, Nov. 14 – GulfMark Offshore, Inc.’s amended plan of reorganization took effect on Tuesday, according to a notice filed with the U.S. Bankruptcy Court for the District of Delaware.

The plan was confirmed on Oct. 4.

As previously reported, some holders of the company’s 6 3/8% senior unsecured notes due 2022 signed a restructuring support agreement under which the company will convert its outstanding senior notes to 35.65% of the equity in a reorganized GulfMark.

The conversion will result in the elimination of roughly $430 million in outstanding debt and $27 million in annual interest payments.

The company said it will also launch a $125 million rights offering to holders of its senior notes for an additional 60% of the equity in a reorganized GulfMark, providing liquidity to fund its operations. The rights offering will be backstopped by some of the senior noteholders.

Existing shareholders will receive ¾% of the equity as well as warrants for an additional 7½% of the equity in the reorganized GulfMark. The warrants will have a seven-year term and an exercise price based on a reorganized overall equity value of $1 billion.

RBS guarantee claims will be paid in full in cash.

To the extent not already satisfied, general unsecured claims will be treated as if the bankruptcy cases had not been filed.

Stock issuance details

According to a company press release Tuesday evening, upon emergence the existing shares of GulfMark common stock outstanding prior to the reorganization were canceled, and GulfMark will issue about 7 million new common shares, approximately 3 million warrants exercisable for one share of common stock at an exercise price per share of $0.01 and 810,811 warrants exercisable for one share of common stock at an exercise price per share of $100.00.

The holders of legacy common stock as of the effective date of the plan will receive 0.00271233 shares of new common stock and 0.02931672 existing equity warrants for each share of legacy common Stock held by them and canceled in connection with the reorganization, subject to rounding.

The new common stock and the existing equity warrants are expected to be listed on the NYSE American under the tickers “GLF” and “GLF WS,” respectively, and are expected to begin trading on Nov. 15.

Bondholders who are U.S. citizens will receive 8.29764454 shares of new common stock for every $1,000 of bonds owned.

Subject to some exceptions, non-U.S. citizen bondholders will receive 8.29764454 of Jones Act Warrants for every $1,000 of Bonds owned. In addition, holders of Bonds that participated in our rights offering received New Common Stock or Jones Act Warrants according to their participation therein, as further described in the Chapter 11 Plan of Reorganization of GulfMark, filed with the SEC as Exhibit 2.1 to our Form 8-K filed on May 18, 2017.

New term loan, revolver

GulfMark announced its subsidiary GulfMark Rederi AS entered into an agreement with DNB Bank ASA, New York Branch, as agent, DNB Capital LLC as revolving and swingline lender and certain funds managed by Hayfin Capital Management LLP as term lenders, providing for two senior secured credit facilities: a $25 million revolving credit facility and a $100 million term loan, which has been funded in full, according to the release.

The revolver includes a $12.5 million subfacility for swingline loans and a $5 million subfacility for letters of credit.

The revolver is available in U.S. dollars, Norwegian krone, pounds sterling and euros. Both facilities mature Nov. 14, 2022.

The company’s previously outstanding credit facilities have been repaid and terminated.

“GulfMark is now positioned as one of the best capitalized companies in the global offshore industry,” Quintin Kneen, president and chief executive officer, said in the press release. "With significantly improved financial strength, we are poised to build upon the world-class service we provide to our customers while capitalizing on value enhancing opportunities for our shareholders.

Houston-based GulfMark Offshore provides marine transportation services to the energy industry. The company filed bankruptcy on May 17 under Chapter 11 case number 17-11125.

Wendy Van Sickle contributed to this report

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