Page 4 of 8 – SEC Filing
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby
amended to add the following:
The Issuer has been
involved in discussions with certain of its stakeholders, including Raging Capital, in respect of a possible restructuring of the
Issuer’s indebtedness and capitalization, as discussed in further detail in the Issuer’s Form 8-K filed on May 16,
2017. In connection therewith, the Raging Funds have entered into the RSA and Backstop Commitment Agreement (each as defined and
described below).
Restructuring Support Agreement
On May 15, 2017, the
Issuer entered into a Restructuring Support Agreement (the “RSA”) with holders, including the Raging Funds (the “Noteholders”),
of approximately 47% of the aggregate outstanding principal amount of the Issuer’s 6.375% Senior Notes due 2022 (the “Senior
Notes”). The terms of the RSA provide that the Issuer will file for voluntary relief under chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”) on or before May 21, 2017. The
RSA also provides that, among other things, the Issuer will commence a $125 million rights offering (the “Rights Offering”).
The Issuer also entered into a Backstop Commitment Agreement (the “Backstop Commitment Agreement”) pursuant to which
certain of the Noteholders, including the Raging Funds (the “Commitment Parties”), agreed to backstop the Rights Offering.
The terms of the RSA,
which will be subject to receiving the requisite vote of creditors and the approval of the Bankruptcy Court, provide that, among
other things:
·
The Issuer will commence the $125 million Rights Offering, pursuant to which (subject to limitations regarding the Jones
Act described below), eligible Noteholders will have the right to purchase on the effective date (the “Effective Date”)
of the plan of reorganization contemplated by the RSA (the “Plan”) their pro rata share of 60% of the Issuer’s
common stock, or as applicable, the Jones Act Warrants (as defined below) (such common stock and warrants, the “Reorganized
GulfMark Equity”), subject to dilution by the Reorganized GulfMark Equity issued or issuable under the proposed management
incentive plan (the “MIP”) and upon exercise of the Reorganization Warrants (as defined below). The Rights Offering
will be backstopped by certain of the Noteholders, including the Raging Funds, for a 6.0% commitment premium paid in the form
of 3.6% of the Reorganized GulfMark Equity, subject to dilution by the Reorganized GulfMark Equity issued or issuable under the
MIP and upon exercise of the Reorganization Warrants.
| 4 |
