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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): April 21, 2011
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
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001-33402 |
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72-1252405 |
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
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3200 Southwest Freeway, Suite 2950
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Registrant’s 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):
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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)) |
Item 7.01 Regulation FD Disclosure.
On April 21, 2011,
Trico Shipping AS (“Trico Shipping”), a subsidiary of Trico Marine
Services, Inc. (the “Company”), reached an agreement in principle with the lenders under the term
loan and revolving credit portions of its working capital facility, that has been endorsed by the
steering committee of holders of approximately 83% of its outstanding
117/8% senior secured notes due
2014 (the “Notes”). Trico Shipping also accepted for exchange Notes validly tendered and not
withdrawn pursuant to its out-of-court exchange offer (the “Exchange Offer”) to noteholders to
exchange their Notes for a pro rata share, together with the lenders under Trico Shipping’s working
capital facility and holders of intercompany claims and holders of equity interests in Trico Shipping, of all
the common stock (the “New Common Stock”) of DeepOcean
Group Holding AS (“DeepOcean Group Holding”), a
Norwegian company which will be the holding company of
Trico Supply AS (“Trico Supply”) and certain other
subsidiaries.
The Exchange Offer and Consent Solicitation expired at 5:00 p.m. Eastern Time on April 20,
2011. At 5:00 p.m. Eastern Time on April 20, 2011, $396,454,000 principal amount of Notes
representing approximately 99.11% of the outstanding principal amount of the Notes had been validly
tendered and not withdrawn in the Exchange Offer. This amount is in excess of the minimum tender
condition to the Exchange Offer. The same principal amount and percentage of outstanding Notes has
consented to the proposed amendments to the indenture governing the Notes pursuant to the consent
solicitation to noteholders to amend the indenture by eliminating or modifying certain restrictive
covenants and other provisions. This percentage is above the minimum requisite consents needed to
amend the indenture.
The
Exchange Offer is expected to be consummated on or about April 28, 2011.
Based on the principal amount
of the Notes validly tendered and not validly withdrawn in the Exchange Offer, the amount of accrued interest to the
expected closing date and the amount of debt expected to be outstanding under the working capital facility as of
that date, the exchanging noteholders will receive approximately 88% of the issued and outstanding New Common Stock
of DeepOcean Group Holding, subject to dilution due to shares issuable upon exercise of the warrants described below
and under DeepOcean Group Holding’s proposed management incentive plan. For each $1,000 of principal amount of the
Notes accepted by Trico Shipping, exchanging noteholders will receive
approximately 48 shares of the New Common Stock,
which after adjustment for the applicable principal balance adjustment factor applied by The Depositary Trust Company
to give effect to a previous partial redemption of $26.484 million principal amount of the Notes, is equivalent to
approximately 45 shares for Notes identified by CUSIP No. 89612BAA6
and approximately 45 shares for Notes identified
by CUSIP No. R92856AA2. The aggregate number of shares to be received by a noteholder will be rounded down to the
nearest whole share.
Pursuant to an agreement in principle with the lenders under Trico Shipping’s working capital facility, those lenders have agreed
to settle their claims in exchange for approximately 7% of the New Common Stock, subject to dilution due to shares
issuable upon exercise of the warrants described below and under DeepOcean Group Holding’s proposed management
incentive plan. In addition, Trico Shipping has agreed to pay the lender under the term credit portion of the
working capital facility a fee. The U.S. Bankruptcy Court with jurisdiction over the Company’s
bankruptcy cases previously approved a settlement that compromises the intercompany claims and equity interests
held by the Company in exchange for 5% of the New Common Stock and warrants to acquire an additional 10% of the
New Common Stock, which Trico Shipping expects would ultimately be distributed to certain creditors of the Company,
subject to dilution due to shares issuable upon exercise of these warrants (in the case of the New Common Stock)
and under DeepOcean Group Holding’s proposed management incentive plan.
As part of the restructuring,
Trico Shipping will receive a new $100 million first priority senior secured credit facility that would be used to
refinance some existing debt and fund working capital borrowings. The restructuring will reduce
Trico Shipping’s total debt outstanding and accrued interest from approximately $468 million to approximately
$78 million, consisting approximately of $75 million under the
new credit facility and approximately $3 million in Notes.
Pursuant to an exchange agreement, the Company and some of its subsidiaries will receive New Common Stock of
DeepOcean Group Holding.
However, the out-of-court financial restructuring of Trico Supply and Trico Shipping does not
otherwise alter the Company’s pending bankruptcy proceeding before the United States Bankruptcy
Court.
Because Trico Shipping and Trico Supply expect to consummate the out-of-court restructuring, they did not extend
the deadline for submitting ballots to accept or reject the prepackaged plan of reorganization,
which was 5:00 p.m. Eastern Time on April 18, 2011.
The Exchange Offer is being made, and the New Common Stock is being offered and issued within
the United States only to “qualified institutional buyers” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”) or institutional “accredited investors,”
as defined in Rule 501 under the Securities Act, and outside the United States to non-U.S.
investors. The New Common Stock to be offered has not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements.
Both this Form 8-K and Exhibit 99.1 are for informational purposes only and do not constitute
offers to purchase the Notes or the New Common Stock or an offer to sell securities. The Exchange
Offer and the Consent Solicitation are only being made pursuant to the Confidential Offering
Circular, Consent Solicitation Statement and Disclosure Statement for Prepackaged Plan and the
supplements thereto which explain the full terms and conditions of the Exchange Offer and the
Consent Solicitation. The Exchange Offer and Consent Solicitation are not being made to holders of
the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. Holders of the Notes should read
them carefully, as well as the amendments or supplements to those documents, because they contain
important information. In addition, the Company will provide copies of these documents free of
charge to holders of its outstanding Notes upon request to Epiq Systems Inc., at (646) 282-2400.
Limitation on Incorporation by Reference
Exhibit 99.1 is being furnished for informational purposes only and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended. Registration statements or other documents
filed with the U.S. Securities and Exchange Commission shall not incorporate Exhibit 99.1 or any
other information set forth in this Current Report on Form 8-K by reference, except as otherwise
expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission as
to the materiality of any information in the report that is required to be disclosed solely by
Regulation FD.
Item 9.01 Financial Statements and Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.
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Description |
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99.1
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Press release. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information in this Form 8-K may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words
“believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other
similar expressions are intended to identify forward-looking statements, which are generally not
historical in nature. These forward-looking statements are based on the Company’s current
expectations and beliefs concerning future developments and their potential effect on the Company.
While management believes that these forward-looking statements are reasonable as and when made,
there can be no assurance that future developments affecting the Company will be those that it
anticipates. The Company’s forward-looking statements involve significant risks and uncertainties
(some of which are beyond its control) and assumptions that could cause actual results to differ
materially from its historical experience and its present expectations or projections. Important
factors that could cause actual results to differ materially from those in the forward-looking
statements include, but are not limited to: (i) the ability of Trico Supply to implement a
debt-for-equity conversion; (ii) the Company’s and its subsidiaries’ ability to continue as a going
concern; (iii) the Company’s and its subsidiaries’ ability to obtain court approval with respect to
motions in its chapter 11 cases; (iv) the ability of the Company to confirm and consummate one or
more plans of reorganization with respect to the chapter 11 cases; (v) the ability of the Company
and its subsidiaries to obtain and maintain normal terms with vendors and service providers; (vi)
the Company’s ability to maintain contracts that are critical to its operations; (vii) the
potential adverse impact of the chapter 11 cases on the Company’s liquidity or results of
operations; (viii) the ability of the Company to attract, motivate and/or retain key executives and
employees; (ix) the ability of the Company to attract and retain customers; and (x) other risks and
factors regarding the Company and its industry identified from time to time in the Company’s
reports filed with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date hereof. Trico Marine undertakes no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether as a result of new information,
future events or otherwise.
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:
April 22, 2011
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TRICO MARINE SERVICES, INC.
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/s/ Brett Cenkus
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Name: |
Brett Cenkus |
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Title: |
General Counsel and Secretary |
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Exhibit Index
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Description |
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99.1
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Press release. |