Item 1.01 Entry into a Material Definitive Agreement.
On December 22, 2022, SEACOR Offshore OSV LLC ("SEACOR OSV"), a wholly owned
subsidiary of SEACOR Marine Holdings Inc. ("SEACOR Marine"), and certain
vessel-owning subsidiaries of SEACOR OSV, entered into Amendment No. 8
("Amendment No. 8") to that certain second amended and restated credit facility
agreement with DNB Capital LLC and Comerica Bank, as lenders, and administered
by DNB Bank ASA, New York Branch, dated as of December 31, 2021 (the "Credit
Facility"), and in connection with which SEACOR Marine previously entered into a
Guaranty, dated as of December 31, 2021, in favor of DNB Bank ASA, New York
Branch, as security trustee.
Amendment No. 8 provides for, among other things, the division of the loans
under the Credit Facility into two tranches of debt, Class A Debt (as defined in
the Credit Facility) deemed loaned under the Credit Facility by DNB Capital LLC,
and Class B Debt (as defined in the Credit Facility) deemed loaned under the
Credit Facility by Comerica Bank. In addition, pursuant to Amendment No. 8, (a)
the Final Payment Date (as defined in the Credit Facility) of the Class A Debt
was extended from December 31, 2023 to March 31, 2026, (b) the Margin (as
defined in the Credit Facility) of the Class A Debt was increased from 4.68% per
annum to 4.75% per annum, and (c) the amortization profile of the Credit
Facility was amended such that the borrowers thereunder are required to pay
$500,000 per quarter up to and including the quarter ending on December 31, 2023
(at which point all amounts outstanding under the Class B Debt shall become due
and payable), and $330,450 per quarter thereafter up to and including March 31,
2026. The Class B Debt maintains substantially the same terms and conditions
under the Credit Facility as it had prior to Amendment No.8.
The foregoing description of Amendment No. 8 does not purport to be complete and
is qualified in its entirety by reference to the full text of Amendment No. 8, a
copy of which is filed as Exhibit 10.1 hereto, and the terms 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 Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment No. 8 to Second Amended and Restated Credit
Agreement, dated as of December 22, 2022, by and among SEACOR
Offshore OSV LLC, the other borrowers thereunder, DNB Bank ASA,
New York Branch, DNB Markets, Inc., DNB Capital LLC and Comerica
Bank.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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