GulfMark Offshore, Inc. (NYSE:GLF) (“GulfMark”, or the “Company”)
announced today a tender offer to purchase for cash up to $300
million in aggregate principal amount of its outstanding 6.375%
Senior Notes due 2022 (the “Notes”). The tender offer will be
funded by a new money investment from MFP Partners, L.P. and
Franklin Mutual Advisers, LLC that will be conditioned upon the
closing of the tender offer and will take the form of a new $100
million secured term loan facility, a $100 million revolver to
refinance the existing revolver and at least $50 million, in the
aggregate, in new equity. The tender offer is being made
upon, and is subject to, the terms and the other conditions set
forth in the Offer to Purchase, dated November 23, 2016 (the “Offer
to Purchase”) and the related Letter of Transmittal.
In connection with the tender offer and new
equity investment from MFP Partners, L.P. and funds advised by
Franklin Mutual Advisers, LLC, the Company and Raging Capital
Management, LLC (“Raging Capital”) have entered into (i) a Tender
Support Agreement, pursuant to which Raging Capital has committed,
among other things, to tender $85 million in aggregate principal
amount of Notes in the tender offer and (ii) a Voting Agreement,
pursuant to which Raging Capital has agreed to, among other things,
vote its capital stock in the Company in favor of the approval of
the issuance of the shares of Class A Common Stock issuable upon
the conversion of the Series A Preferred Stock.
Subsequent to the closing of the tender offer,
the Company will launch a stockholder rights offering to allow all
of its stockholders to participate in a restructured GulfMark at
the same equity price provided to the investors. Pursuant to the
Tender Support Agreement, Raging Capital has agreed to invest its
pro rata share in the stockholder rights offering. There can be no
assurance that the stockholder rights offering will be
completed.
Quintin Kneen, President and CEO, commented,
“Our business is in a difficult and extended downturn due to an
unprecedented decrease in the global demand for offshore drilling
combined with a material increase in the supply of offshore support
vessels.
“We are excited about the opportunity to partner
with MFP Partners and Franklin Mutual Advisors to raise new capital
in a transaction that benefits all stakeholders. The proposed
transaction significantly reduces our indebtedness and increases
our near-term liquidity as this industry works to correct this
crippling oversupply of vessels,” Kneen concluded.
The following table sets forth some of the terms
of the tender offer, which are more fully described in the Offer to
Purchase and the related Letter of Transmittal.
Aggregate |
|
Dollars per $1,000 Principal Amount of Notes |
Outstanding Principal Amount |
Title
of Security |
Tender Offer Consideration |
Withdrawal Deadline |
Early Tender Premium |
TotalConsideration |
$ |
429,640,000 |
|
6.375%
Senior Notes due 2022 |
$ |
480.00 |
|
5:00
p.m., New York City time, December 7, 2016 |
$ |
20.00 |
|
$ |
500.00 |
|
The tender offer will expire at 11:59 p.m., New
York City time, on December 21, 2016 (such date and time, as it may
be extended, the “Expiration Date”), unless extended or earlier
terminated. Holders of Notes that are validly tendered prior to
5:00 p.m., New York City time, on December 7, 2016 (such date and
time, as it may be extended, the “Early Tender Date”) and accepted
for purchase will receive $500.00 for each $1,000.00 principal
amount of Notes (the “Total Consideration”), which includes the
early tender premium of $20.00 for each $1,000.00 principal amount
of Notes validly tendered. Holders tendering Notes after the Early
Tender Date but before the Expiration Date will be eligible to
receive $480.00 for each $1,000.00 principal amount of Notes. No
tenders submitted after the Expiration Date will be valid.
The settlement date for Notes validly tendered
before the Expiration Date will occur promptly following the
Expiration Date and is expected to be December 22, 2016, assuming
that the Expiration Date is not extended. GulfMark will pay accrued
and unpaid interest from and including the last interest payment
date for the Notes (September 15, 2016) up to, but not including,
the settlement date for Notes accepted for purchase.
Tendered Notes may be withdrawn from the tender
offer prior to 5:00 p.m., New York City time, on December 7, 2016
(such date and time, as it may be extended, the “Withdrawal
Deadline”). Holders of Notes who validly tender their Notes after
the Withdrawal Deadline but before the Expiration Date may not
withdraw their Notes except in the limited circumstances described
in the Offer to Purchase.
The tender offer is also conditioned upon the
satisfaction or waiver of the financing condition described in the
Offer to Purchase and certain other conditions. Subject to
applicable law, GulfMark may also terminate the tender offer at any
time before the Expiration Date.
The Company has retained Miller Buckfire &
Co., LLC, a subsidiary of Stifel Financial, to serve as Dealer
Manager for the Tender Offer. Questions regarding the Tender
Offer may be directed to Kevin Haggard at (212) 895-1883 or Chris
Weyers at (212) 847-6480. The information agent and tender
agent is D.F. King & Co., Inc. Copies of the Offer to Purchase,
Letter of Transmittal and related tender offer materials are
available by contacting D.F. King & Co., Inc. at (800) 755-7250
(toll-free), (212) 269-5550 (banks and brokers) or email
GLF@dfking.com.
This press release does not constitute an offer
to sell or purchase, or the solicitation of an offer to sell or
purchase, or the solicitation of tenders with respect to the
Notes.
The tender offer for the Notes is only being
made pursuant to the tender offer documents, including the Offer to
Purchase that GulfMark is distributing to holders of the Notes. The
tender offer is not being made to holders in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the tender offer is required to be
made by a licensed broker or dealer, it shall be deemed to be made
by the dealer managers or any other licensed broker or dealer on
behalf of GulfMark.
GulfMark Offshore, Inc. provides marine
transportation services to the energy industry through a fleet of
offshore support vessels serving every major offshore energy
industry market in the world.
MFP Partners, L.P. is a private investment fund
based in New York that focuses on long-term, value investment
opportunities. MFP Investors LLC serves as the general
partner to MFP Partners, L.P. and is an SEC registered investment
adviser controlled by Michael F. Price.
Franklin Mutual Advisers, LLC is a wholly-owned
indirect subsidiary of Franklin Resources, Inc., a California-based
global investment management organization.
This news release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
GulfMark believes that its expectations are based on reasonable
assumptions. No assurance, however, can be given that such
expectations will prove to have been correct. A number of factors
could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in
this news release, including the satisfaction of all conditions set
forth in the Offer to Purchase, not all of which are within
GulfMark’s control. See Risk Factors in GulfMark’s 2015 Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and other
public filings and press releases. GulfMark undertakes no
obligation to publicly update or revise any forward-looking
statements.
Contact:
Kevin Haggard
Managing Director
Miller Buckfire & Co.
787 7th Avenue, 5th Floor
New York, NY 10019
(212) 895-1883