Gulfmark Offshore Terminates Tender Offer for 6.375% Senior Notes Due 2022
December 30 2016 - 11:00AM
GulfMark Offshore, Inc. (NYSE:GLF) (“GulfMark”, or the “Company”)
announced today that it has terminated its previously announced
cash tender offer to purchase up to $300
million aggregate principal amount of its outstanding 6.375%
Senior Notes due 2022 (the “Notes”). The tender offer commenced on
November 23, 2016 and expired at 5:00 p.m., New York City
time, on December 29, 2016.
Quintin Kneen, President and CEO, commented,
“Although we are disappointed we could not create value for our
stockholders through this transaction, this was always an
opportunistic undertaking and we are certainly encouraged by the
long-term view demonstrated by our bondholders. We will
continue to seek out opportunities to improve liquidity,
deleverage, and maximize stockholder value during this difficult
period in the offshore vessel industry.”
As a result of the termination, none of the
Notes that have been tendered in the tender offer will be accepted
for purchase and no consideration will be paid or become payable to
holders of Notes who have tendered their Notes in the tender offer.
All Notes previously tendered and not withdrawn will be promptly
returned or credited back to their respective holders.
The tender offer was subject to the conditions
set forth in the Offer to Purchase dated November 23,
2016 and the related Letter of Transmittal dated November
23, 2016, certain of which were not satisfied. These conditions
included, among others, that a minimum of $250 million aggregate
principal amount of Notes are validly tendered and not withdrawn,
and the completion of the pending financings as described in the
Offer to Purchase.
This press release confirms the formal
termination of the tender offer. GulfMark reserves the right to
initiate a new tender offer at a later date, but it is under no
obligation to do so.
Miller Buckfire & Co., LLC, a subsidiary
of Stifel Financial, served as Dealer Manager for the tender
offer. Holders of Notes with questions regarding the termination of
the tender offer may direct such questions to Kevin Haggard at
(212) 895-1883 or Chris Weyers at (212) 847-6480.
D.F. King & Co., Inc. served as the information agent and
tender agent for the tender offer.
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.
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.
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