LONG-TERM DEBT | 9. LONG‑TERM DEBT Long‑term debt consists of the following (dollars in thousands): December 31, March 31, 2017 2018 (Restated) Refinancing Facility $ $ 188,312 Korean Export Credit Facility 647,931 662,312 Senior Notes 194,339 Sinosure Credit Facility 310,968 316,863 Total 1,336,941 1,361,826 Less: current portion of long-term debt (1,137,403) (1,167,487) Less: unamortized discount and debt financing costs (3,456) (3,780) Long-term debt less unamortized discount and debt financing costs $ 196,082 $ 190,559 Unamortized discount and debt financing costs include an unamortized discount related to the Company’s Senior Notes and debt financing costs comprised of insurance, bank fees and legal expenses associated with securing new loan facilities. These debt financing costs are amortized based upon the effective interest rate method over the life of the related debt, which is included in interest expense, net in the condensed consolidated statements of operations. As of March 31, 2018 and 2017, the weighted average interest rate for the credit facilities are 1.47% and 1.32%, respectively. Refinancing Facility On September 3, 2015, the Company entered into a term loan facility, which we refer to as the “Refinancing Facility,” dated as of September 3, 2015, by and among Gener8 Maritime Subsidiary II (“Gener8 Maritime Sub II”), as borrower, Gener8 Maritime, Inc., as parent, the lenders party thereto, and Nordea Bank AB (publ), New York Branch as Facility Agent and Collateral Agent, in order to refinance our former senior secured credit facilities. As of December 31, 2017, $188.3 million of borrowings were outstanding under the Refinancing Facility, and no further borrowings were available under this facility. The loans under the Refinancing Facility will mature on September 3, 2020. The Refinancing Facility bears interest at a rate per annum based on 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 our interest in Gener8 Maritime Sub II, a pledge by Gener8 Maritime Sub II of its interests in the 11 vessel-owning subsidiaries it owns, which we refer to as 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 our and Gener8 Maritime Sub II Vessel Owning Subsidiaries’ respective bank accounts. As of December 31, 2017, the Gener8 Maritime Sub II Vessel Owning Subsidiaries owned two VLCCs, six Suezmax vessels, one Aframax vessel and two Panamax vessels. Gener8 Maritime Sub II is obligated to repay the Refinancing Facility in 20 consecutive quarterly installments, which commenced on December 31, 2015, on each January 15, April 15, July 15, and October 15, until it is fully repaid. Gener8 Maritime Sub II is also required to prepay the Refinancing Facility upon the occurrence of certain events, such as a sale of vessels held as collateral or total loss of a vessel. See Note 11, FINANCIAL INSTRUMENTS , for the Company’s interest rate risk management program related to the credit facility. 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 borrower under the Korean Export Credit Facility is Gener8 Maritime Subsidiary VIII Inc., the Company’s wholly owned subsidiary, and the Korean Export Credit Facility is guaranteed by the Company. 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 March 31, 2018 the Korean Export Credit Facility was fully drawn. At or around the time of delivery of each of the VLCC newbuildings, a loan was 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 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 on the final repayment date in respect of the Commercial Tranche. Originally, repayment dates were each date that a repayment installment is required to be made, on March 31, June 30, September 30, and December 31 of the applicable year. Commencing from March 24, 2017, repayment dates are each date that a repayment installment is required to be made, on January 15, April 15, July 15 and October 15 of the applicable year. The Company is obligated to repay the Commercial Tranche of each loan in 20 equal consecutive quarterly installments (excluding a final balloon payment equal to 2/3 of the applicable loan) of such loan and is obligated to repay the other tranches of each loan in 48 equal consecutive quarterly installments. The Company is also required to prepay the 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 of the Company. 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 Korean Vessel Loan, interest accrues at a rate 2.00% higher than the interest rate that would otherwise have been applied to such amount. See Note 10, FINANCIAL INSTRUMENTS , for the Company’s interest rate risk management program related to the Korean Export Credit Facility. The Korean Export Credit Facility is secured on a first lien basis by a pledge of various assets, including, as of March 31, 2018, 13 VLCC vessels. On March 24, 2017, the Company amended the Korean Export Credit Facility to revise the dates on which amortization payments are due to April 15, July 15, October 15 and January 15. Prior to entry into this amendment, the payment dates were March 31, June 30, September 30 and December 31. Sinosure Credit Facility On December 1, 2015, the Company entered into a term loan facility (the “Sinosure Credit Facility”) to fund a portion of the installment payments due under shipbuilding contracts in respect of three VLCC newbuildings which were being built at Chinese shipyards and to refinance a credit facility. The borrower under the Sinosure Credit Facility is Gener8 Maritime Subsidiary VII Inc. (“Gener8 Maritime Sub VII”), the Company’s wholly owned subsidiary, and the Sinosure Credit Facility is guaranteed by the Company. The Sinosure Credit Facility provided term loans up to the aggregate approximate amount of $259.6 million. On June 29, 2016, the Company amended the Sinosure Credit Facility to, among other things, include (i) Gener8 Chiotis LLC and Gener8 Miltiades LLC as owner guarantors under the Sinosure Credit Facility and (ii) two additional term loan tranches having an aggregate amount of up to approximately $125.7 million, for purposes of financing deliveries of an additional two VLCC newbuilding vessels, the Gener8 Chiotis and the Gener8 Miltiades . The amendment on November 8, 2017 replaced the debt service coverage ratio with a conforming interest expense coverage ratio, and revised the consolidated leverage ratio from 0.65 to 0.60 to conform to the two other credit facilities. As of March 31, 2018, the Sinosure Credit Facility funded the delivery of six VLCC newbuildings and refinanced a credit facility. The Sinosure Credit Facility provided for term loans up to the aggregate amount of approximately $385.2 million. Loans under the Sinosure Credit Facility were drawn down at or around the time of delivery of each newbuilding funded by the Sinosure Credit Facility. Each loan drawn under the Sinosure Credit Facility is referred to as a “Sinosure Vessel Loan.” 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. See Note 10, FINANCIAL INSTRUMENTS , for the Company’s interest rate risk management program related to the Sinosure Credit Facility. Gener8 Maritime 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 loan), each in an amount equal to 1 2/3% of such loan, on each of March 21, June 21, September 21 and December 21 until the loan’s maturity date. On the respective maturity date, Gener8 Maritime Sub VII is obligated to repay the remaining amount that is outstanding under each Sinosure Vessel Loan. Gener8 Maritime Sub VII is also required to prepay the 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 Export-Import Bank of China and one other lender, upon a change of control of the Company. 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 (“BlueMountain”), in respect of the Company’s issuance of senior unsecured notes due 2020 (the “Senior Notes”). On May 13, 2014, the Company issued the Senior Notes in the aggregate principal amount of $131.6 million for proceeds of approximately $125 million (before fees and expenses), after giving effect to the original issue discount provided for in the Note and Guarantee Agreement. As of March 31, 2018 and December 31, 2017, the discount on the Senior Notes was $3.5 million and $3.8 million, respectively, which the Company amortizes as additional interest expense until March 28, 2020. 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. Pursuant to a letter agreement among the Company, Gener8 Maritime Subsidiary V Inc., and certain affiliates of BlueMountain, dated December 20, 2017, the Senior Notes will be prepaid and redeemed in full contemporaneously with the closing of the Merger. As of December 31, 2017, the Senior Notes have a carrying value of $194.4 million. Euronav expects the prepayment of the Senior Notes to be approximately $207.0 million (which includes a 1% prepayment penalty), which Euronav expects to finance in full with cash on hand and drawings under its credit facilities. Lender Consents In connection with the consummation of the Merger, the Company is required to obtain (i) the consent of the required parties under its applicable credit agreements to (1) permit Euronav ’ s ownership of our equity interests; (2) remove the requirement that at least one of Peter Georgiopoulos, Gary Brocklesby or Nicolas Busch remains a director of the Company; (3) permit the Merger; (4) permit the prepayment in full of the indebtedness incurred by the Company pursuant to the Senior Notes and (5) remove the requirement that our shares remain listed on the New York Stock Exchange; and (ii) such other amendments, consents and waivers under its applicable credit agreements and related transaction documents in order to allow the Merger to be properly entered into and documented without causing a breach of any of the terms of such agreements (the consents described in this paragraph, collectively, the “ Specified Approvals ” ). The Specified Approvals have been obtained. Interest Expense, net Interest expense, net consists of the following (amounts in thousands): Three Months Ended March 31, 2018 2017 Refinancing Facility (1) $ (2,420) $ (4,344) Korean Export Credit Facility (1) (6,510) (6,108) Senior Notes (5,522) (4,918) Sinosure Credit Facility (1) (3,225) (2,790) Amortization of deferred financing costs and other (2,695) (3,173) Capitalized interest — 1,406 Commitment fees — (275) Interest rate swaps 1,190 — Interest income 510 151 Interest expense, net $ (18,672) $ (20,051) (1) Amounts include interest rate swaps settlements. Financial Covenants Under the Refinancing Facility, the Korean Export Credit Facility and the Sinosure Credit Facility, the Company is required to comply with various collateral maintenance and financial covenants, including with respect to its maximum leverage ratio, minimum cash balance and an interest expense coverage ratio covenant. The lenders also require 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. As of March 31, 2018, the Company was in compliance with all such covenants that were in effect on such date, after giving effect to the interest coverage ratio waivers described below. Pursuant to interest expense ratio covenants under the Company’s senior secured credit facilities, its ratio of consolidated EBITDA to consolidated cash interest expense, each as defined in the underlying credit agreements, must be no less than 2.5x. We refer to this ratio as the “ Interest Coverage Ratio ” and the related covenants as the “ Interest Coverage Ratio Covenants. ” Due to the weaker tanker industry, low charter rates, and higher interest costs management determined it was virtually certain as of the date the 2017 financial statements were available for issuance that the Company would not be in compliance with the Interest Coverage Ratio C ovenants as of March 31, 2018. As a result, the Company has obtained short-term waivers from its lenders for the Interest Coverage Ratio. The waivers for (i) the Sinosure Credit Facility and Korean Export Credit Facility cover the covenant test period ending on March 31, 2018, and (ii) the Refinancing Facility cover the same period, and automatically extend to include the subsequent test period ending on June 30, 2018, provided that the Merger is consummated. Consequently, as of March 31, 2018, the Company was in compliance with the Interest Coverage Ratio Covenants. For the four consecutive fiscal quarters testing period, as defined in the underlying credit agreements, ended December 31, 2017, the Company’s Interest Coverage Ratio was 3.3x. It is reasonably likely, absent further waivers or amendments to its senior secured credit facilities, that the Company will be in breach of the Interest Coverage Ratio Covenants as early as the end of the second quarter of 2018, subject to covenant testing. To address this issue, the Company may pursue alternatives which may include further waivers or amendments from its lenders, discussions with its lenders and/or Euronav regarding other potential options, debt financings, equity offerings and/or other options. Any such actions may be subject to conditions. If market or other conditions are not favorable, or if such discussions do not result in a favorable outcome, the Company may be unable to take any such actions or obtain waivers or amendments from its lenders on acceptable terms or at all. Absent such waivers or amendments, if the Company does not comply with these covenants and fails to cure its non-compliance following applicable notice and expiration of applicable cure periods, it would be in default of one or more of its senior secured credit facilities. If such a default occurs, the Company would also be in default under its senior notes. Each of the Company’s senior secured credit facilities and senior notes contain cross default provisions that would be triggered by its failure to comply with these covenants. As a result, approximately $1.1 billion and $1.2 billion of the Company’s indebtedness as of March 31, 2018 and December 31, 2017, respectively, could be declared immediately due and payable. The Company may not have sufficient assets available to satisfy its obligations. Substantially all of its assets, including all of its vessels, are pledged as collateral to its lenders, and its lenders may seek to foreclose on their collateral if a default occurs. The Company may have to seek alternative sources of financing on terms that may not be favorable to it or that may not be available at all. Therefore, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. Euronav’s obligations to effect the Merger are not subject to the Company obtaining any such waivers or amendments. However, Euronav’s obligations to effect the Merger are subject to, among other things, there not having occurred any material adverse effect with respect to the Company. Euronav may, to the extent permitted by law, waive any such condition of the Merger. The Refinancing Facility, the Korean Export Credit Facility and the Sinosure Credit Facility also contain certain restrictions on payments of dividends and prepayments of the indebtedness under the Note and Guarantee Agreement. The Refinancing Facility, the Korean Export Credit Facility and the Sinosure Credit Facility permit the Company to pay dividends and make prepayments under the Note and Guarantee Agreement so long as the Company satisfies certain conditions under these facilities’ 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 respective 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 our issuance of equity after the date of the respective 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. Under the Note and Guarantee Agreement, the Company is permitted to make dividend payments if, after giving effect to the dividends, the ratio of the Company’s secured indebtedness minus its cash to the Company’s aggregate fair market value of all of its vessels is less than 60%, and the Company satisfies certain conditions under the Note and Guarantee Agreement’s cumulative consolidated net income and net cash proceeds tests. In addition, in order to make dividend payments under the Note and Guarantee Agreement, the Company must have irrevocably elected to pay interest on the Senior Notes in cash rather than additional Senior Notes. Guarantees The Company may issue debt securities in the future. All or substantially all of the subsidiaries of the Company may be guarantors of such debt. Any such guarantees are expected to be full, unconditional and joint and several. Each of the Company’s subsidiaries is 100% owned by the Company. In addition, the Company has no independent assets or operations outside of its ownership of the subsidiaries and any such subsidiaries of the Company other than the subsidiary guarantors are expected to be minor. Other than restrictions contained under applicable provisions of the corporate, limited liability company and similar laws of the jurisdictions of formation of the subsidiaries of the Company, no restrictions exist on the ability of the subsidiaries to transfer funds to the Company through dividends, distributions or otherwise. |