| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 16, 2023, SEACOR Marine Holdings Inc. (the “Company), as a guarantor, and SEACOR Alps LLC (“SEACOR Alps”), SEACOR Andes LLC (“SEACOR Andes”), SEACOR Atlas LLC (“SEACOR Atlas” and, together with SEACOR Alps and SEACOR Atlas, the “Borrowers”) and SEACOR Marine Alpine LLC (“SM Alpine”), as a guarantor, each a wholly-owned subsidiary of the Company, entered into a $28.0 million senior secured term loan facility with Mountain Supply LLC, an affiliate of Hudson Structured Capital Management, as lender, facility agent and security trustee (the “Credit Facility” and such agreement being the “Credit Agreement”). The proceeds of the Credit Facility are to be made available to the Borrowers in three tranches and used to satisfy in full amounts outstanding under certain shipyard financing provided by COSCO Shipping Heavy Industry (Zhoushan) Co. in connection with the newbuild delivery of three Marshall Islands flagged platform supply vessels to the Borrowers during 2019 and 2020. The parties expect to fully drawdown the funds available under the Credit Facility in the second quarter of 2023.
The Credit Facility matures on the fifth anniversary of the date on which funds are drawn thereunder (the “Maturity Date”). The principal amount of each of the three tranches of the Credit Facility is to be repaid in monthly installments of (i) $100,000 for first eight (8) installments, (ii) $140,000 for the following twenty-four (24) installments, and (iii) $100,000 for each installment thereafter until the Maturity Date. The Credit Facility bears interest at a fixed rate of 10.25% per annum. The loan may be prepaid at any time in amounts of $500,000 or greater, subject to the payment of prepayment interest in respect of the loan or tranche (or portions thereof) being prepaid as follows: (A) if such prepayment is made prior to the first anniversary of the drawdown date, an amount equal to the greater of (x) the amount of unpaid interest which would have accrued until the first anniversary of the drawdown date and (y) 1.5% of the principal amount of the loan which was prepaid, (B) if such prepayment is made on or after the first anniversary of the drawdown date but prior to the third anniversary of the drawdown date, 1.0% of the principal amount of the loan which was prepaid, and (C) if such prepayment is made on or after the third anniversary of the drawdown date, no prepayment interest shall be payable.
The Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, including the maintenance of certain ratios such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The Credit Facility restricts the payment of dividends and distributions and the ability of the Borrowers to make certain investments. In addition, the Credit Facility includes customary events of default.
In connection with the Credit Facility, the Company issued a guaranty with respect to the obligations of the Borrowers under the Credit Agreement and related documents (the “SMHI Guaranty”). The SMHI Guaranty includes, among other customary covenants, various financial covenants, including minimum liquidity, debt-to-capitalization and interest coverage covenants.
The foregoing description of the Credit Agreement and the SMHI Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto, and the full text of the SMHI Guaranty, a copy of which is filed as Exhibit 10.2 hereto, and the terms of each of which are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits
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Exhibit
No. | | Description |
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| 10.1 | | Credit Agreement, dated as of June 16, 2023, by and among SEACOR Alps LLC, SEACOR Andes LLC, SEACOR Atlas LLC, SEACOR Marine Holdings Inc., SEACOR Marine Alpine LLC, and Mountain Supply LLC. |
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| 10.2 | | Guaranty, dated as of June 16, 2023, by SEACOR Marine Holdings Inc. in favor of Mountain Supply LLC. |
