- Current report filing (8-K)
June 17 2010 - 10:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2010
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other
jurisdiction of
incorporation)
|
|
001-33402
(Commission File Number)
|
|
72-1252405
(I.R.S. Employer
Identification No.)
|
10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (
713) 780-9926
Not Applicable
(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 (see General
Instruction A.2. below):
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))
|
Item 1.01 Entry into a Material Definitive Agreement.
(a) On June 16, 2010, in connection with the proposed Consent Solicitation (defined below),
Trico Marine Services, Inc. (the Company), Trico Shipping AS (Trico Shipping), subsidiaries of
Trico Shipping that guarantee its 11.875% senior secured notes due 2014 (the Shipping Notes) and
certain holders of, or legal or beneficial owners of, or the investment manager with discretionary
authority with respect to (the Consenting Holders), a majority of the outstanding principal
amount of the Shipping Notes, entered into a Support Agreement (the Support Agreement). Until the
Support Agreement has been terminated, each Consenting Holder agrees (i) to use commercially
reasonable efforts to cause its consent to be tendered to the trustee (Trustee) under the
Shipping Indenture (as defined below) promptly upon its receipt of the statement (the Consent
Solicitation Statement) relating to the Consent Solicitation and related material in accordance
with the Consent Solicitation Statement, and (ii) to not revoke such consent. Each Consenting
Holder also agreed not to pursue any right or remedy against the Company under applicable law, the
Shipping Notes or the Shipping Indenture or to initiate, or have initiated on its behalf, any
litigation or proceedings of any kind with respect to the Shipping Notes, other than to enforce the
Support Agreement. If the Consenting Holders have not breached the Support Agreement and the
Proposed Amendments (as defined below) fail to become operative on or prior to July 1, 2010 (as may
be adjusted in accordance with the Support Agreement), then the Company, Trico Shipping and the
Guarantors (as defined in the Shipping Indenture), jointly and severally, agreed to pay a
forbearance fee of $5.00 per $1,000 principal amount of Shipping Notes held or beneficially owned
by the Consenting Holders, on or before July 31, 2010. Notwithstanding the foregoing, if the
supplemental indenture containing the Proposed Amendments becomes operative and the Consenting
Holders receive the consent payment or become entitled to receive the consent payment, such
Consenting Holders will not be entitled to receive the forbearance fee provided for in the Support
Agreement.
(b) On June 16, 2010 Trico Shipping entered into a commitment letter (the Commitment
Letter) dated as of June 16, 2010 with certain holders of the Shipping Notes (the Financing
Parties). Pursuant to the Commitment Letter, the Financing Parties committed, subject to various
conditions, including the negotiation of acceptable documentation, to purchase additional Shipping
Notes (the Additional Notes) under the Shipping Indenture up to an aggregate principal amount of
$50 million. The Commitment Letter obligates the Company to pay (i) a commitment fee in an amount
equal to 2.0% of the aggregate commitment, and (ii) a closing fee in an amount equal to 2.0% of the
aggregate commitment, as well as certain expenses. The commitment expires if the Additional Notes
are not issued on or before 5:00 PM EST on July 7, 2010 (as may be adjusted pursuant to the
Commitment Letter), subject to the satisfaction of all closing conditions thereto. The Additional
Notes, if issued, would accrue interest at a rate of 15% per annum. Interest on such Additional
Notes would be payable semi-annually in cash in arrears on each May 1 and November 1, commencing on
November 1, 2010. The Additional Notes would mature on November 1, 2014.
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under and Off-Balance Sheet Arrangement.
As previously reported, the Company failed to make the approximately $8.0 million interest
payment due on May 15, 2010 on $202.8 million in aggregate
principle amount of its 8.125% secured convertible debentures due 2013 (the 8.125%
Notes) issued by the Company under that certain Indenture, dated as of May 14, 2009, between the
Company and U.S. Bank National Association (as successor trustee to Wells Fargo Bank, National
Association), as Trustee (the 8.125% Indenture). On June 17, 2010 the 30-day grace period
permitted under the 8.125% Indenture expired. The expiration of the 30-day grace period following
the Companys failure to make the interest payment due May 15, 2010 with respect to the 8.125%
Notes triggered an Event of Default (as defined in the 8.125% Indenture). As a result of such Event
of Default, the Trustee for the 8.125% Notes or 25% of the Holders (as defined in the 8.125%
Indenture) thereof, may elect to accelerate the 8.125% Notes, making them immediately due and
payable. Pursuant to the 8.125% Indenture, the Trustee may also exercise certain rights and
remedies with respect to the collateral securing the 8.125% Notes. However, pursuant to the
Intercreditor Agreement dated May 14, 2009, the Trustee is prevented from exercising such rights
until the repayment in full of the obligations under that certain Second Amended and Restated
Credit Agreement dated June 11, 2010 among the Company, certain guarantors and lenders party
thereto, Nordea Bank Finland plc, New York Branch as Collateral Agent and Obsidian Agency Services,
Inc., as Administrative Agent.
Additionally, the failure to make the aforementioned interest payment under the 8.125% Notes
will also trigger an event of default under that certain Trico Shipping Working Capital Facility,
dated October 30, 2009 (the
Trico Shipping Working Capital Facility). Trico Shipping has entered into a Forbearance
Agreement with the lenders under the Trico Shipping Working Capital Facility, pursuant to which the
lenders have agreed not to accelerate the outstanding indebtedness thereunder or exercise any
rights and remedies with regard to the guaranties or the collateral relating thereto so long as,
and subject to certain other conditions, the 8.125% Notes have not been accelerated. Such
Forbearance Agreement shall remain in effect until June 21, 2010 or, if the Company receives a
satisfactory forbearance agreement from the holders of the 8.125% Notes, until July 14, 2010. The
Company is also currently negotiating with the lenders under the Trico Shipping Working Capital
Facility to obtain another forbearance and amendment to such facility (the Working Capital
Forbearance) on substantially the same terms as the Support Agreement and amendments described
above with regard to the Shipping Notes and the Shipping Indenture. Under this additional
forbearance, the lenders under the Trico Shipping Working Capital Facility would not have the
ability during the applicable forbearance period to accelerate the outstanding indebtedness under
the Trico Shipping Working Capital Facility even if the 8.125% Notes were accelerated. However,
unless and until the Working Capital Forbearance is executed, if the 8.125% Notes are accelerated,
then the lenders under the Trico Shipping Working Capital Facility have the ability to accelerate
the outstanding indebtedness under the Trico Shipping Working Capital Facility.
If the Trico Shipping Working Capital Facility is accelerated, it would result in an Event of
Default (as defined in the Shipping Notes and the Shipping Indenture), notwithstanding the Support
Agreement and amendments described above. An Event of Default under the Shipping Notes and the
Shipping Indenture would allow the Trustee for the Shipping Notes or 25.0% of the holders of the
Shipping Notes to (i) accelerate the Shipping Notes, making them immediately due and payable, and
(ii) pursuant to that certain Collateral agency and Intercreditor Agreement dated October 30, 2009,
direct the collateral agent to exercise remedies with regard to the collateral securing the
Shipping Notes.
Item 6.02 Change of Servicer or Trustee.
On June 11, 2010, at the request of Wells Fargo Bank, N.A. (Wells Fargo), the Company, Wells
Fargo and Deutsche Bank National Trust Company executed an Instrument of Resignation, Appointment
and Acceptance pursuant to which Wells Fargo resigned as trustee, paying agent and registrar under
the indenture governing the Shipping Notes and Deutsche Bank was appointed by the Company, as
successor trustee, paying agent and registrar. The appointment as successor trustee was effective
June 11, 2010. The appointments as successor paying agent and registrar are effective ten business
days after June 11, 2010.
On June 11, 2010, at the request of Wells Fargo, the Company, Wells Fargo and U.S. Bank
National Association (U.S. Bank) executed an Instrument of Resignation, Appointment and
Acceptance pursuant to which Wells Fargo resigned as trustee, paying agent and registrar under the
indenture governing the 8.125% Notes and U.S. Bank was appointed by the Company, as successor
trustee, paying agent and registrar. The appointment as successor trustee was effective June 11,
2010. The appointments as successor paying agent and registrar are effective ten business days
after June 11, 2010.
Item 8.01 Other Information
Trico Shipping is preparing to solicit consents (the Consent Solicitation) from holders of
the Shipping Notes to (i) modify certain covenants, defaults, remedies, definitions and related
provisions contained in the indenture, dated as of October 30, 2009, among Trico Shipping, as
issuer, the guarantors identified therein and Deutsche Bank National Trust Company (as successor
trustee to Wells Fargo Bank, N.A.), as trustee thereunder (the Shipping Indenture), pursuant to
which the Shipping Notes were issued and (ii) waive certain defaults and events of default and
rescind any acceleration of principal or interest under the Shipping Indenture related thereto in
the event that certain defaults of the notes have occurred prior to the Proposed Amendments (as
defined below) becoming operative.
Tendering a consent in the Consent Solicitation process to consent to the Proposed Amendments
authorizes (i) the execution of a supplemental indenture (the Supplemental Indenture) to
implement the Proposed Amendments, (ii) the execution of any amendments to (A) the Collateral
Agency and Intercreditor Agreement, dated October 30, 2009, among Trico Shipping, the guarantors
identified therein, Wilmington Trust FSB, Deutsche Bank National Trust Company (as successor
trustee to Wells Fargo Bank, N.A.) and Nordea Bank Finland, plc, New York Branch (the Intercreditor Agreement), and
(B) the security and collateral documents securing payment of the Shipping Notes (such
amendments, the other transaction documents), in each case as may be needed to reflect the
issuance of any additional notes (as described below), and (iii) if the Proposed Amendments do not
become operative prior to the occurrence of a default under the Shipping Indenture, the waiver and
rescission described below. The Supplemental Indenture will, among other things, amend the Shipping
Indenture as follows (the amendments described below, including the Waiver and Rescission, are the
Proposed Amendments; capitalized terms used, but not defined in the following descriptions, have
the meanings assigned to them in the Shipping Indenture or the Supplemental Indenture):
|
|
|
The events of default will generally be amended to exclude a bankruptcy (the Parent
Bankruptcy) by the Company, Trico Holdco, LLC and/or Trico Marine Cayman, L.P. (together,
the Parent Entities and each a Parent Entity), from constituting a default during the
Forbearance Period. The Forbearance Period is the period beginning at 12:01 AM EST on
June 17, 2010 and ending on the earlier to occur of (i) one year following such date and
(ii) the effective date of a plan of reorganization for a Parent Entity in a Parent
Bankruptcy.
|
|
|
|
|
Various provisions of the Shipping Indenture will be amended to permit the issuance of
up to $65 million principal amount of additional notes, which notes shall be identical to
the originally issued Shipping Notes except, notwithstanding anything in the Shipping
Indenture to the contrary, that the interest rate and the amount payable on such additional
notes on the first interest payment date may differ, and if there are such differences,
such additional notes shall be treated as a separate series of notes for purposes of
registration or ownership and transfer upon exchange or otherwise. In addition, any
amendments to the security and collateral documents securing payment of the Shipping Notes
or the intercreditor agreement as may be needed to reflect the issuance of any such
additional notes will be authorized.
|
|
|
|
|
The current $50 million secured credit facility basket will be increased to $65 million
reduced by the principal amount of notes repurchased by Trico Shipping;
provided
,
however
,
that such note repurchases will not reduce the indebtedness that may be incurred pursuant
to this basket below $50 million. The $65 million in aggregate principal amount of
additional notes that may be issued from time to time in addition to the notes issued on
October 30, 2009 (or in exchange therefore) will be reduced by the aggregate principal
amount of additional indebtedness and letters of credit incurred and outstanding under the
secured credit facility basket discussed above.
|
|
|
|
|
Flexibility will be added to permit the issuance of up to $15 million of cash
collateralized letters of credit.
|
|
|
|
|
During the Forbearance Period, the stated interest rate on the notes will be increased
by 2.0% per annum; provided, however, that no additional notes will be paid additional
interest unless expressly provided in the terms thereof.
|
|
|
|
|
During the Forbearance Period, Trico Shipping, the Subsidiary Guarantors and Trico
Supply AS will be subject to a monthly minimum liquidity covenant and Trico Supply AS will
be subject to an EBITDA (preceding twelve-months) covenant.
|
|
|
|
|
During the Forbearance Period, the existing grace period for late interest payments on
the notes will be reduced from 30 days to 5 days.
|
|
|
|
|
The existing grace period for general covenant defaults will be reduced from 60 days to
30 days.
|
|
|
|
|
During the Forbearance Period, the event of default relating to cross acceleration of
other indebtedness will be modified to reduce the threshold from $20 million to $5 million,
and to modify it to be triggered upon a payment default or any other default that entitles
the holders of other indebtedness (over the threshold amount) to accelerate such
indebtedness.
|
|
|
|
The carve-out to the restricted payment basket allowing for the payment to the Company
(through the Intermediate Obligors), as a dividend or distribution, of certain receivables
from Tebma Shipyard Limited will be removed.
|
|
|
|
|
During the Forbearance Period, Trico Shipping, Trico Supply AS and the Restricted
Subsidiaries will not be permitted to make more than $5 million, in the aggregate, in
restricted payments to the Parent Entities and will not be permitted to make any such
payments if there is an event of default.
|
If, prior to the time the Proposed Amendments become operative, certain defaults have occurred
under the Shipping Indenture, including because of an acceleration of any indebtedness of a Parent
Entity or commencement and continuation by any or all of the Parent Entities of the Parent
Bankruptcy Case, then the Proposed Amendments will be deemed to constitute the following waivers
and rescissions: (i) waiver of any such defaults and events of default under the indenture and (ii)
rescission of any acceleration of the notes caused by such defaults and events of default
(together, the Waiver and Rescission). Any right to accelerate the notes based on such defaults
and events of default shall be revoked and any such acceleration of the notes shall be deemed
rescinded.
SIGNATURE
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.
Date: June 17, 2010
|
|
|
|
|
|
TRICO MARINE SERVICES, INC.
|
|
|
By:
|
/s/ Suzanne B. Kean
|
|
|
|
Name:
|
Suzanne B. Kean
|
|
|
|
Title:
|
Vice President and General Counsel
|
|
|
Trico Marine Services (NASDAQ:TRMA)
Historical Stock Chart
From Apr 2024 to May 2024
Trico Marine Services (NASDAQ:TRMA)
Historical Stock Chart
From May 2023 to May 2024