Note 4 - Long-term Debt
|6 Months Ended|
Jun. 30, 2018
|Notes to Financial Statements|
|Long-term Debt [Text Block]||
Convertible Senior Notes.
December 1, 2015,the Company issued
$175.0million in aggregate principal amount of its Convertible Senior Notes (the “Convertible Senior Notes”), at an interest rate of
December 1, 2022,to investment funds managed and controlled by the Carlyle Group (collectively “Carlyle”). The Convertible Senior Notes are convertible into shares of Common Stock at a conversion rate of
$1,000in principal amount of such notes, subject to certain conditions, or, into Warrants to purchase an equal number of shares of Common Stock at an exercise price of
$0.01per share in order to facilitate the Company's compliance with the provisions of the Jones Act.
May 2, 2018,the Company and Carlyle entered into an exchange transaction (the “Exchange”) pursuant to which Carlyle exchanged
$50million in principal amount of the Convertible Senior Notes for Warrants to purchase
1,886,792shares of Common Stoc
k (to facilitate compliance with the provisions of the Jones Act) at an exercise price ofrincipal amount of Convertible Senior Notes that remained outstanding following the Exchange to (i) increase the interest rate from
$0.01per share, subject to adjustments (the “Carlyle Warrants”), representing an implied exchange rate of approximately
$1,000in principal amount of the Convertible Senior Notes (equivalent to an exchange price of
$26.50per share). The Carlyle Warrants have a
25-year term, which commenced
May 2, 2018.The Company and Carlyle also amended the
$125.0million in p
3.75%per annum to
4.25%per annum and (ii) extend the maturity date of the Convertible Senior Notes by
December 1, 2023. Interest on the Convertible Senior Notes is payable semi-annually on
December 15of each year.
MOI Joint Venture.
February 8, 2018,a wholly-owned subsidiary of the Company and MOI formed and capitalized a joint venture named Falcon Global Holdings LLC. In connection therewith and MOI’s plan of reorganization, which was confirmed on
January 18, 2018,MOI emerged from its Chapter
11bankruptcy case. In accordance with the terms of a Joint Venture Contribution and Formation Agreement, the Company and MOI contributed certain liftboat vessels and other related assets to FGH and its designated subsidiaries, and FGH and its designated subsidiaries assumed certain operating liabilities and indebtedness associated with the liftboat vessels and related assets. On
February 8, 2018,Falcon Global USA LLC (“FGUSA”), a wholly-owned subsidiary of FGH, paid
$15.0million of MOI’s debtor-in-possession obligations and entered into a
$131.1million credit agreement comprised of a
$116.1million term loan (the “FGUSA Term Loan”) and a
$15.0million revolving loan facility (the “FGUSA Revolving Loan Facility”) bearing interest at a variable rate (currently
6.63%), maturing in
2024,and secured by vessels owned by wholly-owned subsidiaries of FGUSA (the “FGUSA Credit Facility”). The full amount of the FGUSA Term Loan and other amounts paid by affiliates of MOI satisfied in full the amounts outstanding under MOI’s pre-petition credit facilities. The FGUSA Credit Facility, apart from a guarantee of certain interest payments and participation fees for
twoyears after the closing of the transactions, is non-recourse to SEACOR Marine and its subsidiaries other than FGUSA. The Company performed a fair market valuation of the debt reflecting a debt discount of
$10.0million, which will be amortized over the life of the FGUSA Credit Facility. Scheduled principal payments begin in
June 30, 2018
the Company borrowed
$10.0million under the FGUSA Revolving Loan Facility for working capital purposes. The Company consolidates FGH as the Company holds
72%of the equity interest in FGH and is entitled to appoint a majority of the board of managers of FGH.
June 30, 2018,the Company converted
€6.0million denominated debt to pound sterling debt, paying off approximately
$7.5million in euro debt and borrowing approximately
$8.5million in pound sterling debt, resulting in a net increase in USD borrowings of
$1.0million to be used for future capital commitments.
Letters of Credit
June 30, 2018,the Company had outstanding letters of credit of
onelong-term debt obligation, and
$1.7million for labor and performance guarantees.
The entire disclosure for long-term debt.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef