Gulfmark Offshore tenders for 8¾% notes

New York, July 2 - GulfMark Offshore Inc. said it has begun a cash tender offer for any and all of its $130 million principal amount of 8¾% senior notes due 2008 and is also soliciting noteholder consents to proposed changes in the notes' indenture.

The company set a consent deadline of 5 p.m. ET July 13 and said the tender offer would expire at 11:59 p.m. ET July 30, with both deadlines subject to possible extension.

GulfMark Offshore, a Houston-based provider of maritime services to the energy industry, said it would offer total consideration equal to 103.29% of the principal amount of notes tendered (i.e., $1,032.90 per $1,000 principal amount), for holders tendering their notes by the consent deadline and thus consenting to the indenture amendments. It said that holders tendering their notes after the consent deadline but before the expiration would be paid 100.29% of the principal amount of the notes validly tendered (i.e., $1,002.90 per $1,000 principal amount), which is equal to the total consideration minus the consent payment of 3% (i.e., $30 per $1,000 principal amount).

All tendering holders will also receive accrued and unpaid interest up to but not including the applicable payment date (the applicable payment date for any notes tendered by the consent deadline is expected to be promptly upon satisfaction of the financing condition. The applicable payment date for any notes tendered after the consent deadline but prior to the offer's expiration is expected to be promptly following expiration).

GulfMark intends to redeem any notes not tendered in the tender offer under terms outlined in the notes' indenture. The current redemption price for the notes is 102.917% of the principal amount (i.e., $1,029.17 per $1,000 principal amount) plus accrued and unpaid interest.

The company said the tender offer and consent solicitation will be subject to the satisfaction of certain conditions, including a financing condition and general conditions. GulfMark intends to finance the tender offer primarily with net proceeds from a new offering of senior notes.

GulfMark has retained Lehman Brothers Inc. as dealer manager and solicitation agent for the offer (contact the Liability Management department at 212 528-7581 or at 800 438-3242). D.F. King & Co. Inc. is the information agent (call 212 269-5550 or 800 628-8532).

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