LONG-TERM DEBT | 15. LONG ‑TERM DEBT Long ‑term debt consists of the following (dollars in thousands): December 31, December 31, 2015 2014 $508M Credit Facility $ — $ $273M Credit Facility — Refinancing Facility — Korean Export Credit Facility — Senior Notes Sinosure Credit Facility — Total Less: current portion of long-term debt — Less: unamortized discount and debt issuance cost Long-term debt less unamortized discount and debt issuance cost $ $ During the years ended December 31, 2015, 2014 and 2013, the Company recorded interest expense, including amortization of debt issuance costs, debt discount and commitment fees, of $51.2 million (out of which $35.2 million was capitalized), $38.8 million (out of which $9.0 million was capitalized) and $34.6 million, respectively. Former Senior Secured Credit Facilities The “Former Senior Secured Credit Facilities” consisted of (i) the Third Amended and Restated Credit Agreement, dated as of May 17, 2012 (the “$ 508M Credit Facility”), among the Company, as parent, Gener8 Maritime Subsidiary IV Inc. (formerly known as General Maritime Subsidiary II Inc.), as borrower, Gener8 Maritime Subsidiary III Inc. (formerly known as Arlington Tankers Ltd.) and Gener8 Maritime Subsidiary II Inc. (formerly known as General Maritime Subsidiary Corporation and referred to herein as “Gener8 Maritime Sub II”), each as a guarantor, certain other subsidiaries of the Company, the lenders party thereto and Nordea Bank Finland PLC, New York Branch and (ii) the Second Amended and Restated Credit Agreement, dated as of May 17, 2012 (the “$ 273M Credit Facility”), among the Company, as parent, Gener8 Maritime Sub II, as borrower, Gener8 Maritime Subsidiary III Inc. and Gener8 Maritime Subsidiary IV Inc., each as a guarantor, and certain other Subsidiaries of the Company, the lenders party thereto and Nordea Bank Finland, PLC, New York Branch. The Former Senior Secured Credit Facilities (as defined above) were fully repaid in September 2015 using the proceeds of the Refinancing Facility (as defined below) and available cash. For the years ended December 31, 2015, 2014 and 2013, interest expense (excluding amortization of deferred financing charges) incurred under the Former Senior Secured Credit Facilities amounted to $19.3 million, $28.3 million and $33.2 million, respectively. Refinancing Facility On September 3, 2015, the Company entered into a term loan facility, dated as of September 3, 2015 (the “Refinancing Facility”), by and among the Company’s wholly-owned subsidiary, Gener8 Maritime Sub II, the Company, as parent, the lenders party thereto, and Nordea Bank Finland, PLC, New York Branch as Facility Agent and Collateral Agent in order to refinance the $ 508M Credit Facility and the $ 273M Credit Facility. The Refinancing Facility provides for term loans up to the aggregate approximate amount of $581.0 million, which were fully drawn on September 8, 2015. The loans under the Refinancing Facility will mature on September 3, 2020. The Refinancing Facility bears interest at a rate per annum based on the London Interbank Offered Rate (“LIBOR”) plus a margin of 3.75% per annum. If there is a failure to pay any amount due on a loan under the Refinancing Facility and related credit documents, interest shall accrue at a rate 2.00% higher than the interest rate that would otherwise have been applied to such amount. The Refinancing Facility is secured on a first lien basis by a pledge of the Company’s interest in Gener8 Maritime Sub II, a pledge by Gener8 Maritime Sub II of its interests in the 25 vessel-owning subsidiaries it owns (the “Gener8 Maritime Sub II Vessel Owning Subsidiaries”) and a pledge by such Gener8 Maritime Sub II Vessel Owning Subsidiaries of substantially all their assets, and is guaranteed by the Company and the Gener8 Maritime Sub II Vessel Owning Subsidiaries. In addition, the Refinancing Facility is secured by a pledge of certain of the Company’s and Gener8 Maritime Sub II Vessel Owning Subsidiaries’ respective bank accounts. As of December 31, 2015, the Gener8 Maritime Sub II Vessel Owning Subsidiaries owned 7 VLCCs, 11 Suezmax vessels, 4 Aframax vessels, 2 Panamax vessels and 1 Handymax vessel. Gener8 Maritime Sub II is obligated to repay the Refinancing Facility in 20 consecutive quarterly installments, the earliest installment of which was made on December 31, 2015. Gener8 Maritime Sub II is also required to prepay the Refinancing Facility upon the occurrence of certain events, such as a sale for vessels held as collateral or total loss of a vessel. The Company is required to comply with various collateral maintenance and financial covenants under the Refinancing Facility, including with respect to its maximum leverage ratio, minimum cash balance and an interest expense coverage ratio covenant. The Refinancing Facility also requires the Company to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on restricted payments; limitations on transactions with affiliates; and other customary covenants and related provisions. The Refinancing Facility also contains certain restrictions on payments of dividends and prepayments of the indebtedness outstanding under the Note and Guarantee Agreement (as defined below). The Refinancing Facility permits the Company to pay dividends and make prepayments under the Note and Guarantee Agreement so long as the Company satisfies certain conditions under the Refinancing Facility’s minimum cash balance and collateral maintenance tests subject to a cap of 50% of consolidated net income earned by the Company after the closing date of the Refinancing Facility. For purposes of calculating consolidated net income, consolidated net income will be adjusted, without duplication, by adding noncash interest expense and amortization of other fees and expenses; amounts attributable to impairment charges on intangible assets, including amortization or write-off of goodwill; non-cash management retention or incentive program payments; non-cash restricted stock compensation; and losses on minority interests or investments less gains on such minority interests or investments. The Company is also permitted to pay dividends in an amount not to exceed net cash proceeds received from its issuance of equity after the date of the Refinancing Facility. The Company may also make prepayments under the Note and Guarantee Agreement from the proceeds received from sale of assets so long as it satisfies certain conditions under its minimum cash balance and collateral maintenance tests. Further, the Company is allowed to refinance the Note and Guarantee Agreement subject to certain restrictions and pay the outstanding indebtedness under the Note and Guarantee Agreement on the maturity date of the Note and Guarantee Agreement. The Refinancing Facility includes customary events of default and remedies for credit facilities of this nature, including an event of default if a change of control occurs. In addition to other customary events, a change of control under the Refinancing Facility occurs if a change of control occurs under the governing document of any indebtedness with an aggregate principal amount of greater than $20 million, and, as a result, such indebtedness becomes due and payable prior to its stated maturity date. If the Company does not comply with its financial and other covenants under the Refinancing Facility, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding under the Refinancing Facility. For the year ended December 31, 2015, interest expense incurred under the Refinancing Facility amounted to $7.6 million. Korean Export Credit Facility On September 3, 2015, the Company entered into a term loan facility (the “Korean Export Credit Facility”) to fund a portion of the remaining installment payments due under shipbuilding contracts for 15 VLCC newbuildings owned by the Company at that time. The Korean Export Credit Facility provides for term loans up to the aggregate approximate amount of $963.7 million, which is comprised of a tranche of term loans to be made available by a syndicate of commercial lenders up to the aggregate approximate amount of $282.0 million (the “Commercial Tranche”), a tranche of term loans to be fully guaranteed by the Export-Import Bank of Korea ( “KEXIM”) up to the aggregate approximate amount of up to $139.7 million (the “KEXIM Guaranteed Tranche”), a tranche of term loans to be made available by KEXIM up to the aggregate approximate amount of $197.4 million (the “KEXIM Funded Tranche”) and a tranche of term loans insured by Korea Trade Insurance Corporation (“K-Sure”) up to the aggregate approximate amount of $344.6 million (the “K-Sure Tranche”). As of December 31, 2015, approximately $770.0 million was available to borrow in aggregate under this facility to fund the remaining installment payments. At or around the time of delivery of each of the VLCC newbuildings, a loan will be available to be drawn under the Korean Export Credit Facility in an amount equal to the lowest of (i) 65% of the final contract price of such VLCC newbuilding, (ii) 65% of the maximum contract price of such VLCC newbuilding and (iii) 60% of the fair market value of such VLCC newbuilding tested at or around the time of delivery of such VLCC newbuilding. Each such loan is referred to herein as a “Korean Vessel Loan.” Each Vessel Loan will be allocated pro rata to each lender of the Commercial Tranche, KEXIM Guaranteed Tranche, KEXIM Funded Tranche and K-Sure Tranche based on their respective commitments, other than the Vessel Loans to fund the deliveries of Gener8 Hector and Gener8 Nestor , which will be fully funded by the lenders of the Commercial Tranche. As of December 31, 2015, the Company’s wholly-owned subsidiary, Gener8 Maritime Subsidiary VIII Inc., (“Gener8 Maritime Sub VIII”) had borrowed $185.4 million to fund the delivery of Gener8 Neptune , Gener8 Athena and Gener8 Apollo during 2015. Each Korean Vessel Loan will mature, in respect of the Commercial Tranche, on the date falling 60 months from the date of borrowing of that Korean Vessel Loan and, in respect of the other tranches, on the date falling 144 months from the date of borrowing of that Korean Vessel Loan. KEXIM and K-Sure have the option of requiring prepayment of their respective tranches if the Commercial Tranche is not, upon its termination date, fully refinanced or renewed by the commercial lenders. Upon exercise of such option, all outstanding amounts under the relevant tranche must be repaid upon the termination date of the Commercial Tranche. The Korean Export Credit Facility bears interest at a rate per annum based on LIBOR plus a margin of, in relation to the Commercial Tranche, 2.75% per annum, in relation to the KEXIM Guaranteed Tranche, 1.50% per annum, in relation to the KEXIM Funded Tranche, 2.60% per annum and in relation to the K-Sure Tranche, 1.70% per annum. If there is a failure to pay any amount due on a Vessel Loan, interest shall accrue at a rate 2.00% higher than the interest rate that would otherwise have been applied to such amount. The Korean Export Credit Facility is secured on a first lien basis by a pledge of the Company’s interest in Gener8 Maritime Sub V, a pledge by Gener8 Maritime Sub V of its interests in Gener8 Maritime Sub VIII, a pledge by Gener8 Maritime Sub VIII of its interests in its 15 wholly-owned subsidiaries intended to own vessels or newbuildings (the “Gener8 Maritime Sub VIII Vessel Owning Subsidiaries”), and a pledge by such Gener8 Maritime Sub VIII Vessel Owning Subsidiaries of substantially all their assets, and is guaranteed by the Company, Gener8 Maritime Sub V and the Gener8 Maritime Sub VIII Vessel Owning Subsidiaries. In addition, the Korean Export Credit Facility is secured by a pledge of certain of the Company’s and Gener8 Maritime Sub VIII Vessel Owning Subsidiaries’ respective bank accounts. As of September 7, 2015, the Gener8 Maritime Sub VIII Vessel Owning Subsidiaries were party to shipbuilding contracts with DSME for the construction and delivery of five VLCC newbuildings and party to ship delivery agreements with Gener8 Maritime Subsidiary Inc. (a wholly-owned subsidiary of the Company and the party to eight additional shipbuilding contracts with Korean shipyards) for the delivery of eight additional VLCCs newbuildings. Gener8 Maritime Sub VIII is obligated to repay the Commercial Tranche of each Vessel Loan in 20 equal consecutive quarterly installment (excluding a final balloon payment equal to 2/3 of the applicable Vessel Loan) of such Vessel Loan and is obligated to repay the other tranches of each Vessel Loan in 48 equal consecutive installments. Gener8 Maritime Sub VIII is also required to prepay Vessel Loans upon the occurrence of certain events, including a default under a shipbuilding contract, a sale or total loss of a vessel, and upon election by the majority lenders, upon a change of control. If Peter Georgiopoulos ceases at any time to serve as a member of the board of directors of the Company, a change of control would occur under the Korean Export Credit Facility. For example, a change of control would occur if Mr. Georgiopoulos resigns or is removed from the board, declines to stand for reelection or fails to be reelected to the board, dies or otherwise ceases to remain a director of the Company for any reason. In the event of a change of control, the majority lenders may elect to declare all amounts outstanding under the Vessel Loans to be immediately due and payable and, in the event of non-payment, proceed against the collateral securing such loans. The lenders may make this election at any time following the occurrence of a change of control. The Company is required to comply with various collateral maintenance and financial covenants under the Korean Export Credit Facility, including with respect to its maximum leverage ratio, minimum cash balance and an interest expense coverage ratio covenant. The Korean Export Credit Facility also requires the Company to comply with a number of customary covenants, including covenants related to the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on restricted payments; limitations on transactions with affiliates; and other customary covenants and related provisions. The Korean Export Credit Facility also contains certain restrictions on payments of dividends and prepayments of the indebtedness under the Note and Guarantee Agreement. The Korean Export Credit Facility permits the Company to pay dividends and make prepayments under the Note and Guarantee Agreement so long as the Company satisfies certain conditions under the Korean Export Credit Facility’s minimum cash balance and collateral maintenance tests subject to a limit of 50% of consolidated net income earned by the Company after the date of the Korean Export Credit Facility. For purposes of calculating consolidated net income, consolidated net income will be adjusted, without duplication, by adding noncash interest expense and amortization of other fees and expenses; amounts attributable to impairment charges on intangible assets, including amortization of goodwill; non-cash management retention or incentive program payments; non-cash restricted stock compensation; and losses on minority interests or investments less gains on such minority interests or investments. The Company is also permitted to pay dividends in an amount not to exceed net cash proceeds received from its issuance of equity after the date of the Korean Export Credit Facility. It may also make prepayments under the Note and Guarantee Agreement from the proceeds received from sale of assets so long as it satisfies certain conditions under its minimum cash balance and collateral maintenance tests. Further, the Company is allowed to refinance the Note and Guarantee Agreement subject to certain restrictions and repay the outstanding indebtedness under the Note and Guarantee Agreement on the maturity date of the Note and Guarantee Agreement. The Korean Export Credit Facility includes customary events of default and remedies for credit facilities of this nature. If the Company does not comply with its financial and other covenants under the Korean Export Credit Facility, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Korean Export Credit Facility. For the year ended December 31, 2015, interest expense incurred under the Korean Export Credit Facility amounted to $ 3.6 million, including commitment fees. Senior Notes On March 28, 2014, the Company and Gener8 Maritime Sub V entered into a Note and Guarantee Agreement (the “Note and Guarantee Agreement”), with affiliates of BlueMountain Capital Management, LLC, in respect of the Company’s issuance of senior secured notes (the “Senior Notes”). On September 8, 2015, the Company entered into an amendment to the Note and Guarantee Agreement, which released the existing guarantors (other than Gener8 Maritime Sub V) from their obligations to guarantee the indebtedness under the Note and Guarantee Agreement and permitted the incurrence of indebtedness and granting of liens under the Korean Export Credit Facility and the Refinancing Facility. On October 21, 2015, we entered into an amendment to the Note and Guarantee Agreement, dated as of October 21, 2015, by and among the parties to the Note and Guarantee Agreement, which allowed us to enter into the Citibank Facility. On December 2, 2015, the Company entered into an amendment to the Note and Guarantee Agreement, dated as of December 2, 2015, by and among the parties to the Note and Guarantee Agreement. This amendment permits the Company to repurchase outstanding equity interests held by employees, former employees, directors and former directors (i) pursuant to certain stock option grant agreements and equity incentive plans and (ii) in an amount equal to the value of any withholding taxes in connection with the vesting of equity interests granted to employees, former employees, directors or former directors. As of December 31, 2015 and 2014, the discount on the Senior Notes was $5.7 million and $6.3 million, respectively, which the Company amortizes as additional interest expense until March 28, 2020. During the years ended December 31, 2015, 2014 and 2013, interest expense, including amortization of the discount, amounted to $16.5 million, $9.6 million and $0 , respectively. Interest on the Senior Notes accrues at the rate of 11.0% per annum in the form of additional Senior Notes and the balloon repayment is due 2020, except that if the Company at any time irrevocably elects to pay interest in cash for the remainder of the life of the Senior Notes, interest on the Senior Notes will thereafter accrue at the rate of 10.0% per annum. Citibank Facility On October 21, 2015, the Company entered into a term loan facility (the “Citibank Facility”), dated as of October 21, 2015, by and among the Company’s wholly-owned subsidiary, Gener8 Maritime Subsidiary VII Inc. (“Gener8 Maritime Sub VII”); the Company as parent; the lenders party thereto; and Citibank, N.A., New York Branch as Facility Agent and Collateral Agent in order to fund a portion of the remaining installment payments due under the shipbuilding contract for the Gener8 Strength , which was delivered on October 29, 2015. The Citibank Facility provides for term loans up to the aggregate approximate amount of $60.2 million, which were drawn on October 23, 2015. The loans under the Citibank Facility will mature on October 21, 2016, provided that if certain extension conditions are satisfied on or prior to the one -year anniversary of the effective date of the facility, the maturity date will be extended to October 21, 2020. On December 30, 2015, the Company fully repaid the $60.7 million (including $0.5 million of interest expense) outstanding under the Citibank Facility using proceeds from the Sinosure Credit Facility. As a result, the Citibank Facility is no longer outstanding and all liens thereunder on the Gener8 Strength were released. For the year ended December 31, 2015, interest expense incurred under the Citibank Facility amounted to $0.8 million. Sinosure Credit Facility On December 1, 2015, the Company entered into a term loan facility, dated as of November 30, 2015 (the “Sinosure Credit Facility”), by and among the Company’s wholly-owned subsidiary, Gener8 Maritime Subsidiary VII Inc., as borrower (“GNRT Sub VII” ); the Company, as the parent guarantor; the borrower’s four wholly-owned subsidiary owner guarantors party thereto; Citibank, N.A. and Nordea Bank Finland Plc, New York Branch, as global co-ordinators; Citibank, N.A., as bookrunner; Citibank, N.A., London Branch as ECA co-ordinator and ECA agent; Nordea Bank Finland Plc, New York Branch as facility agent and security agent; The Export-Import Bank of China (“CEXIM”); the mandated lead arrangers party thereto; the banks and financial institutions named therein as original lenders; and the banks and financial institutions named therein as hedge counterparties, to fund a portion of the remaining installment payments due under shipbuilding contracts for three VLCC newbuildings owned by the Company being built at Chinese shipyards and to refinance the Citibank Facility. The Sinosure Credit Facility provides for term loans up to the aggregate approximate amount of $259.6 million. At or around the time of delivery of each of the three VLCC newbuildings, a loan in an amount equal to the lowest of (i) 67.5% of the contract price of such VLCC newbuilding, (ii) 67.5% of the maximum contract price of such VLCC newbuilding and (iii) 65% of the fair market value of such VLCC newbuilding tested at or around the time of delivery of such VLCC newbuilding will be available to be drawn under the Sinosure Credit Facility (each such loan a “Delivery Loan”). Each such Delivery Loan and the loan incurred to refinance the Citibank Facility loan is referred to in this report as a “Sinosure Vessel Loan.” Each Vessel Loan will be allocated pro rata to each lender based on its commitments. The Company’s ability to utilize funds obtained from a Delivery Loan is subject to the actual delivery of the vessel. Each Sinosure Vessel Loan will mature on the date falling 144 months from the date of borrowing of that Sinosure Vessel Loan (the “Termination Date”). The Sinosure Credit Facility bears interest at a rate per annum based on LIBOR plus a margin of 2.00% per annum. If there is a failure to pay any amount due on a Sinosure Vessel Loan, interest shall accrue at a rate 2.00% higher than the interest rate that would otherwise have been applied to such amount. The Sinosure Credit Facility is secured on a first lien basis by a pledge of the Company’s interest in GNRT Sub VII, a pledge by GNRT Sub VII of its interests in its four wholly-owned subsidiaries owning or intended to own vessels or newbuildings (the “GNRT Sub VII Vessel Owning Subsidiaries”) and a pledge by such GNRT Sub VII Vessel Owning Subsidiaries of substantially all their assets, and is guaranteed by the Company and the GNRT Sub VII Vessel Owning Subsidiaries. In addition, the Sinosure Credit Facility is secured by a pledge of certain of the Company’s and GNRT Sub VII Vessel Owning Subsidiaries’ respective bank accounts. GNRT Sub VII is obligated to repay each Sinosure Vessel Loan in equal consecutive quarterly installments (excluding a final balloon payment equal to 20% of the applicable Sinosure Vessel Loan), each in an amount equal to 1 2/3% of such Vessel Loan, on each of March 21, June 21, September 21 and December 21 until the Termination Date. On the Termination Date, GNRT Sub VII is obligated to repay the remaining amount that is outstanding under each Sinosure Vessel Loan. GNRT Sub VII is also required to prepay Sinosure Vessel Loans upon the occurrence of certain events, including a default under a shipbuilding contract, a sale or total loss of a vessel and, upon election by CEXIM and one other lender, upon a change of control. A change of control will occur under the Sinosure Credit Facility if, at any time, none of (i) Peter Georgiopoulos, (ii) Gary Brocklesby or (iii) Nicolas Busch serves as a member of the board of directors of the Company. For example, since Mr. Brocklesby is not currently a member of the Board, a change of control would occur should Mr. Georgiopoulos and Mr. Busch both resign or be removed from the board, decline to stand for reelection or fail to be reelected to the board, die or otherwise cease to remain as directors of the Company for any reason. In the event of a change of control, CEXIM along with one other lender could elect to declare all amounts due under the Vessel Loans to be immediately due and payable and, in the event of non-payment, proceed against the collateral securing such loans. This election may be made at any time following the occurrence of a change of control. The Company is also subject to various collateral maintenance, financial and other covenants, restrictions on payments of dividends, events of default and remedies that are substantially the same as those contained in the Refinancing Facility. The Company expects to fund a significant portion of the installment payments in respect of the remaining two VLCC newbuildings being built at Chinese shipyards through borrowings under one or more credit facilities with export credit insurance support from the Chinese Export & Credit Insurance Corporation the Company intends to enter into. However, there are no assurances that the Company will be able to enter into any such credit facilities, nor that it will be able to borrow any further amounts under the Sinosure Credit Facility. Future principal repayment amounts of the Company’s outstanding debt for the next five years are as follows: 2016— $135.4 million, 2017 — $124.5 million, 2018— $91.8 million, 2019— $91.8 million, 2020— $343.6 million and thereafter— $144.8 million. As of December 31, 2015, the Company has aggregate future commitments to shipyards of $1,092 .1 million and aggregate available borrowings under the above facilities of $1,029.9 million. |