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): September 26, 2018
SEACOR Marine Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
001-37966 |
47-2564547 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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7910 Main Street, 2nd Floor, Houma, LA |
70360 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(985) 876-5400
(Registrant’s telephone number, including area code)
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01. Entry into a Material Definitive Agreement.
On September 26, 2018, Seacor Marine Foreign Holdings Inc. (“SMFH”), a wholly owned subsidiary of SEACOR Marine Holdings Inc. (“SEACOR Marine”) entered into a $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, New York Branch (the “Credit Facility” and such agreement being the “Credit Agreement”). SMFH’s obligations pursuant to the Credit Facility are being secured by mortgages over twenty vessels owned by SEACOR Marine's vessel-owning subsidiaries as well as assignments of said subsidiaries’ earnings and insurances with respect to such vessels.
The proceeds from the Credit Facility were used to satisfy in full amounts outstanding under three outstanding credit agreements, namely (i) the Amended and Restated Loan Agreement, dated April 28, 2017, between, inter alios, DNB Bank, as facility agent and security trustee, and Sea-Cat Crewzer LLC and Sea-Cat Crewzer II LLC, as joint and several borrowers (the “April 28, 2017 Agreement”), (ii) each Loan Agreement, dated June 6, 2013, between, inter alios, DNB Bank, as facility agent and security trustee, and each of SEACOR Hawk LLC and SEACOR Eagle LLC, as borrower (the “June 6, 2013 Agreements”), and (iii) the Loan Agreement, dated August 3, 2015, between, inter alios, DNB Bank, as facility agent and security trustee, and Falcon Global International LLC, Falcon Pearl LLC and Falcon Diamond LLC, as joint and several borrowers (the “August 3, 2015 Agreement,” and together with the April 28, 2017 Agreement and the June 6, 2013 Agreements, the “Prior Agreements”). The remaining $28.7 million of gross proceeds is available for general corporate purposes, including potential acquisitions.
The Credit Facility bears interest at a variable rate based upon applicable London Inter-Bank Offered Rate or prime rate as determined from time to time, plus a margin of 3.75%.
The debt under the Credit Facility will mature on the earlier of (i) the fifth anniversary of the date on which funds are drawn-down and (ii) September 30, 2023 (the “Maturity Date”), and may be accelerated upon the occurrence of an event of default. Commencing each quarterly date from drawdown, repayment of the principal of the term loan begins with quarterly payments of $3.3 million. The loan may be prepaid at any time in amounts of $1.0 million or greater. Once repaid, the loan may not be reborrowed. The outstanding principal balance, interest and all other amounts outstanding for all loans, including all revolving loans, are due and payable on the Maturity Date.
The Credit Facility contains customary covenants of financings of this type including financial maintenance and restrictive covenants including aggregate collateral vessel value to the sum of outstanding principal amount of all loans. The Credit Facility restricts the payment of dividends and distributions and the ability of SMFH to make certain investments. In addition, the Credit Facility includes customary events of default.
In connection with the Credit Facility, SEACOR Marine issued a Guaranty with respect to the obligations of SMFH under the Credit Facility (the “Guaranty”).
Item 1.02. Termination of a Material Definitive Agreement.
On September 28, 2018, the Prior Agreements were replaced by the Credit Agreement.
Item 2.03. Creation of a Direct Financing Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Credit Agreement and the Guaranty set forth under Item 1.01, “Entry into a Material Definitive Agreement,” of this Form 8-K is incorporated herein by reference in its entirety.
Item 7.01. Regulation FD Disclosure.
On October 1, 2018, SEACOR Marine issued a press release announcing that is has entered into the Credit Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.
The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by SEACOR Marine under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
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.
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SEACOR MARINE HOLDINGS INC. |
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By: |
/s/ Jesus Llorca |
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Jesus Llorca |
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Executive Vice President and Chief Financial Officer |
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Date: October 1, 2018 |
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Exhibit 99.1
SEACOR Marine Completes Refinancing Transaction
Reduces Debt Service, Extends Debt Maturities, and Provides Increased Financial Capacity
HOUMA, La.--(BUSINESS WIRE) -- SEACOR Marine Holdings Inc. (NYSE:SMHI) (the “Company”), a leading provider of marine and support transportation services to offshore oil and natural gas and wind farm facilities worldwide, today announced that it has entered into a five-year, $130 million loan facility with a syndicate of lenders led by DNB Bank ASA.
The new term loan will bear interest at an initial rate equal to LIBOR plus a margin of 3.75%. The Company used $101.3 million of the proceeds from the credit facility to pay in full three credit agreements. The new term loan extends a significant amount of the Company’s near-term maturities with the bulk of the Company’s maturities now coming due in or after 2023. The remaining $28.3 million of gross proceeds is available for general corporate purposes, including potential acquisitions.
John Gellert, Chief Executive Officer of SEACOR Marine, commented, “We are very pleased with today's announcement and value the support we received from our lending group. This refinancing consolidates multiple facilities into a more efficient single credit facility, improves our capital structure, and addresses our near-term maturities. The new bank credit agreement puts us on even more solid financial footing and provides us with liquidity to continue to capitalize on opportunities as the offshore sector recovery continues."
Additional information on the refinancing transaction can be found in an 8-K filed by the Company on www.sec.gov.
SEACOR Marine provides global marine and support transportation services to offshore oil and natural gas and windfarm facilities worldwide. SEACOR Marine and its joint ventures operate a diverse fleet of offshore support and specialty vessels that deliver cargo and personnel to offshore installations; handle anchors and mooring equipment required to tether rigs to the seabed; tow rigs and assist in placing them on location and moving them between regions; provide construction, well workover and decommissioning support; and carry and launch equipment used underwater in drilling and well installation, maintenance and repair. Additionally, SEACOR Marine’s vessels provide accommodations for technicians and specialists, safety support and emergency response services.
Forward Looking Statements
Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by the management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, many of which are beyond the Company’s control. It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
SEACOR Marine Holdings Inc.
Connie Morinello, 985-858–6400
InvestorRelations@seacormarine.com