0001031623-18-000051.txt : 20180828 0001031623-18-000051.hdr.sgml : 20180828 20180828083152 ACCESSION NUMBER: 0001031623-18-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180827 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20180828 DATE AS OF CHANGE: 20180828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF ISLAND FABRICATION INC CENTRAL INDEX KEY: 0001031623 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 721147390 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34279 FILM NUMBER: 181040213 BUSINESS ADDRESS: STREET 1: 16225 PARK TEN PLACE, SUITE 280 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7137146100 MAIL ADDRESS: STREET 1: 16225 PARK TEN PLACE, SUITE 280 CITY: HOUSTON STATE: TX ZIP: 77084 8-K 1 gifi8-kre3rdamendmenttocre.htm 8-K - CREDIT AGREEMENT 3RD AMENDMENT Document


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): August 27, 2018

Gulf Island Fabrication, Inc.
(Exact name of registrant as specified in its charter)


Louisiana                001-34279            72-1147390
(State or other jurisdiction of incorporation)
(Commission File Number)    (IRS Employer Identification No.)


16225 Park Ten Place, Suite 300, Houston, Texas                    77084
(Address of principal executive offices)             (Zip Code)


(713) 714-6100
(Registrant's telephone number, including area code)


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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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. [ ]



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Item 1.01 Entry into a Material Definitive Agreement.

On August 27, 2018, Gulf Island Fabrication, Inc. (the “Company”) and the subsidiary guarantors named therein entered into a Third Amendment (the “Third Amendment”) to that certain Credit Agreement with Whitney Bank, as lender, dated June 9, 2017 (the “Credit Agreement”). The Third Amendment lowers the base tangible net worth requirement from $185.0 million to $180.0 million in the minimum tangible net worth covenant. In addition, the Third Amendment revises the calculation for the minimum tangible net worth covenant to remove (i) the inclusion of 50% of Consolidated Net Income (as defined in the Credit Agreement) for each fiscal quarter and (ii) the inclusion of 50% of the gain on the sale of assets of Gulf Marine Fabricators, L.P. The Third Amendment also extends the termination date of the Credit Agreement by one year to June 9, 2020.

The foregoing summary is only a summary of certain provisions of the Third Amendment and is qualified in its entirety by the full text of the Third Amendment, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2018.


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SIGNATURES

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.



 
GULF ISLAND FABRICATION, INC.
 
 
 
 
 
 
 
By:
/s/ Kirk J. Meche
 
 
Kirk J. Meche
President, Chief Executive Officer, Interim Chief Financial Officer, Treasurer, Director and Secretary
 
 
 

Dated: August 28, 2018





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