Page 5 of 8 – SEC Filing
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Each holder of the Senior Notes will receive (subject to limitations regarding the Jones Act described below) its pro rata
share of the Reorganized GulfMark Equity representing in the aggregate 35.65% of Reorganized GulfMark Equity, subject to dilution
by the Reorganized GulfMark Equity issuable under the MIP and the exercise of the Reorganization Warrants.
·
The Jones Act, which applies to companies that engage in coastwise trade, requires that, among other things, with respect
to a publicly traded company, the aggregate ownership of common stock by non-U.S. citizens be not more than 25% of its outstanding
common stock. Accordingly, the recipients of common stock pursuant to the Plan or the Rights Offering who are non-U.S. holders
may receive warrants to acquire common stock at an exercise price in a minimal amount in lieu of common stock (the “Jones
Act Warrants”).
·
All outstanding common stock of the Issuer will be cancelled and each holder of outstanding common stock of the Issuer will
receive its pro rata share of (a) common stock representing in the aggregate 0.75% of the Reorganized GulfMark Equity, subject
to dilution by the Reorganized GulfMark Equity issuable under the MIP and the exercise of the Reorganization Warrants, and (b)
warrants for 7.5% of the equity in the reorganized Issuer, subject to dilution by the Reorganized GulfMark Equity issuable under
the MIP, with a 7-year term and with an exercise price based on an equity value of $1 billion, or the Reorganization Warrants.
·
The Issuer will seek to obtain debtor-in-possession financing (the “DIP Facility”) pursuant to terms and conditions
that are reasonably acceptable to the Issuer and Requisite Noteholders (as defined in the RSA).
·
Holders of allowed claims arising under the Issuer’s proposed DIP Facility, administrative expense claims, priority
tax claims, other priority claims, and other secured claims of the Issuer will receive in exchange for their claims payment in
full in cash or otherwise have their rights unimpaired under Title 11 of the U.S. Bankruptcy Code. The Issuer will continue to
pay any general unsecured claims in the ordinary course of business.
The RSA includes certain
covenants on the part of the Issuer and the Noteholders, including that the Noteholders vote in favor of the Plan and otherwise
facilitate the restructuring contemplated by the RSA. The RSA may also be terminated by each party upon the occurrence of certain
events, including without limitation the failure of the Issuer to achieve certain milestones and provides that the treatment of
any claims of the syndicate of lenders under the Issuer’s Multicurrency Facility Agreement and the lender under the Issuer’s
Norwegian Facility Agreement, respectively, will be reasonably agreed among the Issuer and the Requisite Noteholders, and could
include treatment that would meet the requirements for confirmation of a plan on a non-consensual basis.
The foregoing description
of the RSA does not purport to be complete and is qualified in its entirety by reference to the RSA, a copy of which is referenced
as an exhibit hereto and is incorporated herein by reference.
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