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): November 8 , 2017

 

GULFMARK OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-33607

(Commission file number )

 

76-0526032

(I.R.S. Employer Identification No.)

 

 

842 West Sam Houston Parkway North, Suite 400,

Houston , Texas 

(Address of principal executive offices)

77024

(Zip Code)

 

(713) 963-9522

(Registrant's telephone number, including area code)

 

N/A

(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:

 

☐ 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 (§230.405 of this chapter) of the Securities Act of 1933 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. ☐

 

 
 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously reported, on the respective dates set forth below, GulfMark Offshore, Inc. (the “ Company ”) entered into the following agreements with the applicable executive officer (each, an “ Existing Agreement ”):

 

 

●

Amended and Restated Employment Agreement, dated May 11, 2017, with Quintin V. Kneen;

 

●

Employment Agreement, dated May 30, 2013, with James M. Mitchell, and Change of Control Agreement, dated May 30, 2013, with James M. Mitchell;

 

●

Severance Protection Agreement, dated April 6, 2016, with Samuel R. Rubio; and

 

●

Severance Protection Agreement, dated April 6, 2016, with David E. Darling.

 

On November 8, 2017, each such executive officer entered into a letter agreement (each, an “ Amendment Agreement ”) with the Company amending, among other things, each such respective Existing Agreement, as applicable. Each Amendment Agreement provides that, as set forth in the Company’s Restructuring Support Agreement, dated May 15, 2017 (the “ RSA ”), and the Company’s Amended Chapter 11 Plan of Reorganization, as modified and amended from time to time in accordance with the RSA (the “ Plan ”):

 

 

●

prior to the assumption or rejection of the applicable Existing Agreement, such executive officer and the Board of Directors of the reorganized Company will engage in good faith negotiations regarding changes to such executive officer ’s Existing Agreement within the 30 day period following the effective date of the Plan; and

 

 

●

neither the Company ’s bankruptcy reorganization nor the transactions contemplated by the Plan will constitute a “Change of Control” for purposes of such Existing Agreement or any other employment, severance, change of control or similar type agreement or arrangement covering such executive officer.

 

Each Amendment Agreement provides that the reorganized Company will have the right to reject such executive officer ’s Existing Agreement if such executive officer and the Board of Directors of the reorganized Company do not come to a mutually acceptable agreement during their respective negotiations.

 

A copy of each Amendment Agreement is filed as an exhibit hereto and incorporated herein by reference. The above description of the Amendment Agreements is qualified in its entirety by the full text of each such exhibit.

 

 
 

 

Item 9.01.      Financial Statements and Exhibits

 

(d)      Exhibits.

 

Exhibit number     Description
   

10.1

Letter Agreement, dated November 8, 2017, between GulfMark Offshore, Inc. and Quintin V. Kneen

   
10.2      Letter Agreement, dated November 8, 2017, between GulfMark Offshore, Inc. and James M. Mitchell
   
10.3 Letter Agreement, dated November 8, 2017, between GulfMark Offshore, Inc. and Samuel R. Rubio
   
10.4   Letter Agreement, dated November 8, 2017, between GulfMark Offshore, Inc. and David E. Darling

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 15, 2017    

GULFMARK OFFSHORE, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ James M. Mitchell  

 

 

 

James M. Mitchell

 

 

 

Executive Vice President & Chief Financial Officer

 

 

                                       

 

 

Exhibit 10.1

 

 

November 8 , 2017

 

Re: Letter Agreement

 

Dear Quintin V. Kneen,

 

Ref erence is made to that certain Amended and Restated Employment Agreement, between you and GulfMark Offshore, Inc. (the “Company”), dated May 11, 2017 (the “Existing Agreement”).

 

As you may be aware, the Company entered into a Restructuring Support Agreement on May 15, 2017 (the “RSA”) and filed a petition for relief under chapter 11 of title 11 of the United States Code to implement a restructuring of its balance sheet (the “Reorganization”) on May 17, 2017.

 

In consideration of the benefits contemplated by the RSA, you and the Company hereby agree that, as set forth in the RSA and the Amended Chapter 11 Plan of Reorganization of GulfMark Offshore, Inc., as modified on October 2, 2017 (Docket No. 309), as may be amended from time to time in accordance with the terms of the Restructuring Support Agreement (the “Plan of Reorganization”):

 

(i) prior to the assumption or rejection of the Existing Agreement, you and the board of directors of the reorganized Company (the “New Board”) will engage in good faith negotiations regarding changes to the Existing Agreement within the thirty (30) day period following the effective date of the Plan of Reorganization (the “Negotiation Period”); and

 

(ii) notwithstanding anything to the contrary in the Existing Agreement or any other agreement between you and the Company, neither the Reorganization nor the transactions contemplated by the Plan of Reorganization will constitute a ‘Change of Control’ for purposes of the Existing Agreement or any other employment, severance, change of control or similar type of agreement or arrangement covering you.

 

The Negotiation Period may be extended by a mutual agreement of you and the New Board. For the avoidance of doubt, the reorganized Company will have the right to reject the Existing Agreement if you and the New Board do not come to a mutually acceptable agreement during the Negotiation Period, as it may be extended by mutual agreement from time to time.

 

Sincerely,

 

GULFMARK OFFSHORE, INC.                 

         

 

/s/ David E. Darling   
By : David E. Darling               
Title: SVP, CHRO  
Accepted and Agreed:  /s/ Quintin V. Kneen            
  Quintin V. Kneen

                  

 

GulfMark Offshore, Inc. | 842 W Sam Houston Parkway N| Suite 400 | Houston, Texas 77024

Phone 713 963-9522 | Fax 713 963-9796

Exhibit 10.2

 

 

November 8 , 2017

 

Re: Letter Agreement

 

Dear James M. Mitchell,

 

Refe rence is made to that certain Employment Agreement between you and GulfMark Offshore, Inc. (the “Company”), dated May 30, 2014 and that certain Change of Control Agreement, between you and the Company, dated May 30, 2014 (the “Existing Agreements”).

 

As you may be aware, the Company entered into a Restructuring Support Agreement on May 15, 2017 (the “RSA”) and filed a petition for relief under chapter 11 of title 11 of the United States Code to implement a restructuring of its balance sheet (the “Reorganization”) on May 17, 2017.

 

In consideration of the benefits contemplated by the RSA, you and the Company hereby agree that, as set forth in the RSA and the Amended Chapter 11 Plan of Reorganization of GulfMark Offshore, Inc., as modified on October 2, 2017 (Docket No. 309), as may be amended from time to time in accordance with the terms of the Restructuring Support Agreement (the “Plan of Reorganization”):

 

(i) prior to the assumption or rejection of the Existing Agreement s, you and the board of directors of the reorganized Company (the “New Board”) will engage in good faith negotiations regarding changes to the Existing Agreements within the thirty (30) day period following the effective date of the Plan of Reorganization (the “Negotiation Period”); and

 

(ii) notwithstanding anything to the contrary in the Existing Agreement s or any other agreement between you and the Company, neither the Reorganization nor the transactions contemplated by the Plan of Reorganization will constitute a ‘Change of Control’ for purposes of the Existing Agreement or any other employment, severance, change of control or similar type of agreement or arrangement covering you.

 

The Negotiation Period may be extended by a mutual agreement of you and the New Board. For the avoidance of doubt, the reorganized Company will have the right to reject the Existing Agreements if you and the New Board do not come to a mutually acceptable agreement during the Negotiation Period, as it may be extended by mutual agreement from time to time.

 

Sincerely,

 

GULFMARK OFFSHORE, INC.        

                  

 

/s/  Quintin V. Kneen     
By : Quintin V. Kneen               
Title: President & CEO 
Accepted and Agreed:   /s/ James M. Mitchell          
 

James M. Mitchell

              

 

GulfMark Offshore, Inc. | 842 W Sam Houston Parkway N| Suite 400 | Houston, Texas 77024

Phone 713 963-9522 | Fax 713 963-9796

Exhibit 10.3

 

 

November 8 , 2017

 

Re: Letter Agreement

 

Dear Samuel R. Rubio,

 

Reference is made to that certain Severance Protection Agreement, between you and GulfMark Offshore, Inc. (the “Company”), dated April 6, 2016 (the “Existing Agreement”).

 

As you may be aware, the Company entered into a Restructuring Support Agreement on May 15, 2017 (the “RSA”) and filed a petition for relief under chapter 11 of title 11 of the United States Code to implement a restructuring of its balance sheet (the “Reorganization”) on May 17, 2017.

 

In consideration of the benefits contemplated by the RSA, you and the Company hereby agree that, as set forth in the RSA and the Amended Chapter 11 Plan of Reorganization of GulfMark Offshore, Inc., as modified on October 2, 2017 (Docket No. 309), as may be amended from time to time in accordance with the terms of the Restructuring Support Agreement (the “Plan of Reorganization”):

 

(i) prior to the assumption or rejection of the Existing Agreement, you and the board of directors of the reorganized Company (the “New Board”) will engage in good faith negotiations regarding changes to the Existing Agreement within the thirty (30) day period following the effective date of the Plan of Reorganization (the “Negotiation Period”); and

 

(ii) notwithstanding anything to the contrary in the Existing Agreement or any other agreement between you and the Company, neither the Reorganization nor the transactions contemplated by the Plan of Reorganization will constitute a ‘Change of Control’ for purposes of the Existing Agreement or any other employment, severance, change of control or similar type of agreement or arrangement covering you.

 

The Negotiation Period may be extended by a mutual agreement of you and the New Board. For the avoidance of doubt, the reorganized Company will have the right to reject the Existing Agreement if you and the New Board do not come to a mutually acceptable agreement during the Negotiation Period, as it may be extended by mutual agreement from time to time.

 

Sincerely,

 

GULFMARK OFFSHORE, INC.            

              

 

/s/  Quintin V. Kneen      
By : Quintin V. Keen               
Title: President & CEO   
Accepted and Agreed:  /s/ Samuel R. Rubio             
  Samuel R. Rubio

            

 

GulfMark Offshore, Inc. | 842 W Sam Houston Parkway N| Suite 400 | Houston, Texas 77024

Phone 713 963-9522 | Fax 713 963-9796

Exhibit 10.4

 

 

November 8 , 2017

 

Re: Letter Agreement

 

Dear David E. Darling,

 

Reference is made to that certain Severance Protection Agreement, between you and GulfMark Offshore, Inc. (the “Company”), dated April 6, 2016 (the “Existing Agreement”).

 

As you may be aware, the Company entered into a Restructuring Support Agreement on May 15, 2017 (the “RSA”) and filed a petition for relief under chapter 11 of title 11 of the United States Code to implement a restructuring of its balance sheet (the “Reorganization”) on May 17, 2017.

 

In consideration of the benefits contemplated by the RSA, you and the Company hereby agree that, as set forth in the RSA and the Amended Chapter 11 Plan of Reorganization of GulfMark Offshore, Inc., as modified on October 2, 2017 (Docket No. 309), as may be amended from time to time in accordance with the terms of the Restructuring Support Agreement (the “Plan of Reorganization”):

 

(i) prior to the assumption or rejection of the Existing Agreement, you and the board of directors of the reorganized Company (the “New Board”) will engage in good faith negotiations regarding changes to the Existing Agreement within the thirty (30) day period following the effective date of the Plan of Reorganization (the “Negotiation Period”); and

 

(ii) notwithstanding anything to the contrary in the Existing Agreement or any other agreement between you and the Company, neither the Reorganization nor the transactions contemplated by the Plan of Reorganization will constitute a ‘Change of Control’ for purposes of the Existing Agreement or any other employment, severance, change of control or similar type of agreement or arrangement covering you.

 

The Negotiation Period may be extended by a mutual agreement of you and the New Board. For the avoidance of doubt, the reorganized Company will have the right to reject the Existing Agreement if you and the New Board do not come to a mutually acceptable agreement during the Negotiation Period, as it may be extended by mutual agreement from time to time.

 

Sincerely,

 

GULFMARK OFFSHORE, INC.               

           

 

/s/ Quintin V. Kneen       
By: Quintin V. Kneen                         
Title: President & CEO      
Accepted and Agreed:  /s/ David E. Darling            
  David E. Darling

                             

 

GulfMark Offshore, Inc. | 842 W Sam Houston Parkway N| Suite 400 | Houston, Texas 77024

Phone 713 963-9522 | Fax 713 963-9796