Attached files
| file | filename |
|---|---|
| EX-10.4 - III TO I MARITIME PARTNERS CAYMAN I LP | v200506_ex10-4.htm |
| EX-10.1 - III TO I MARITIME PARTNERS CAYMAN I LP | v200506_ex10-1.htm |
| EX-10.2 - III TO I MARITIME PARTNERS CAYMAN I LP | v200506_ex10-2.htm |
| EX-10.5 - III TO I MARITIME PARTNERS CAYMAN I LP | v200506_ex10-5.htm |
| EX-10.3 - III TO I MARITIME PARTNERS CAYMAN I LP | v200506_ex10-3.htm |
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 2, 2010 (October 27,
2010)
III
to I Maritime Partners Cayman I, L.P.
(Exact
name of Registrant as specified in its charter)
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Cayman
Islands
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000-53656
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98-0516465
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5580
Peterson Lane
Suite
155
Dallas,
Texas
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75240
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(Address
of principal executive offices)
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(Zip
Code)
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(972)
392-5400
(Registrant’s
telephone number, including area code)
Not
applicable
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On
October 27, 2010, ATL Offshore GmbH & Co., KG Isle of Usedom (“Isle of
Usedom”), which is one of our nine single purpose entities (“SPV”), each of
which holds an anchor handling tug supply (“AHTS”) vessel (each an “AHTS SPV”),
entered into a second amendment to an existing loan agreement with Hartmann Asia
Holding PTE Ltd. (“Hartmann Asia”), a member of the Hartmann Group and an
affiliate of Reederei Hartmann GmbH & Co., KG (“RHKG”), the primary
non-controlling interest holder in our AHTS SPVs.
The original loan agreement was signed on August 31, 2010, and provided for a loan
of $6,000,000 from Hartmann Asia to Isle of Usedom (“Hartmann Asia Loan
Agreement”) to provide liquidity for operating activities both to Isle of Usedom
and the other eight AHTS SPVs via loans between the AHTS
SPVs. Related to the Hartmann Asia Loan Agreement, also on August 31,
2010, an inter-creditor agreement was also entered into between Isle of Usedom,
Hartmann Asia, and Norddeutsche Landesbank (“Nord/LB”), the German
bank which provided for the senior funding (“Nord/LB Senior Loan”)
for our AHTS vessel acquisitions and the AHTS vessel aquisitons of three AHTS
SPVs which are subsidiaries of our affiliate, FLTC Fund I (“FLTC”).
The inter-creditor agreement confirms the Hartmann Asia Loan
Agreement as subordinate to the Nord/LB Senior Loan. The Hartmann
Asia Loan Agreement provides for interest to be paid to Hartmann Asia at 6% per
annum, was originally payable in one lump sum upon repayment of the loan, and
had a maturity date of September 30, 2010.
Addendum
1 to the Hartmann Asia Loan Agreement, which was entered into on September 27,
2010, provided an additional $3,400,000 in loan proceeds for similar purposes,
and extended the maturity date to October 29, 2010. Addendum 2 was
entered into on October 27, 2010, and increases the amount to be loaned under
the Hartmann Asia Loan Agreement to $26,400,000, providing an additional
$17,000,000 in funds for the same purposes mentioned above, and extends the
maturity date to January 1, 2013.
On
October 28, 2010, ATL Offshore GmbH & Co., which acts as the personally
liable partner of each of our AHTS SPVs, entered into an addendum (“Addendum No.
1”) to our Nord/LB Senior Loan. The terms of Addendum No. 1 were effective as of
September 17, 2010.
Among
other changes, Addendum No. 1 allows our nine AHTS SPVs and the three AHTS SPVs
of FLTC, which are the borrowers jointly under the Nord/LB Senior Loan, to make loans
to one another for the purpose of covering any liquidity shortfalls of the AHTS
SPVs. Such intra AHTS SPV loans are also to be used for the purpose
of financing any shortfall in the actual amount available under the last tranche
of the Nord/LB Senior Loan, and the amount required to allow one of our affiliate’s
AHTS SPVs to take delivery of the last AHTS vessel. The amount of the
last tranche available for delivery of FLTC’s last AHTS vessel is less than
originally expected due to restrictions in clause 2.3 of the Nord/LB Senior Loan, which
limits total borrowings to 75% of the aggregate investment costs of the vessel
acquisitions. As a result of this shortfall, our AHTS SPVs loaned
approximately $21,033,601 (EUR 15,063,812) to FLTC’s AHTS SPVs which took
delivery of the last AHTS vessel on October 27, 2010. The amount of
these loans represents the approximate amount by which our nine AHTS SPVs
aggregate borrowing under the Nord/LB Senior Loan exceeded 75% of the aggregate
investment costs of vessel acquisitions for our nine AHTS SPVs. Each
of the loans carries an interest rate approaching 6.0% and matures upon its
twelve year anniversary.
In
addition, Addendum No. 1 adds a requirement that, in the event the average fair
market value of the three vessels to be acquired by the SPVs of our affiliate is
less than the average fair market value of the vessels held by our nine AHTS
SPVs, would require a portion of the senior loans applicable to the AHTS SPVs of
our affiliate to be repaid or additional security acceptable to Nord/LB to be
provided, prior to any distributions being permitted from any of the AHTS
SPVs.
Addendum
No. 1 also changes a clause in the Nord/LB Senior Loan, to remove the restriction
previously present which limited the ownership of RHKG to 25%, and required our
ownership to remain at 75%.
Item
9.01 Financial
Statements and Exhibits.
| Exhibit Number | Description |
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10.1
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Addendum
No. 1 to the Loan Agreement by and among Norddeutsche Landesbank
Girozentrale, as Lender, Mandated Lead Arranger and Agent, ATL Offshore
GmbH & Co. MS “Juist” KG, ATL Offshore GmbH & Co. MS “Norderney”
KG, ATL Offshore GmbH & Co. “Isle of Baltrum” KG, ATL Offshore GmbH
& Co. “Isle of Langeoog” KG, ATL Offshore GmbH & Co. “Isle of
Amrum” KG, ATL Offshore GmbH & Co. “Isle of Sylt” KG, ATL Offshore
GmbH & Co. “Isle of Wangerooge” KG, ATL Offshore GmbH & Co. “Isle
of Neuwerk” KG, ATL Offshore GmbH & Co. “Isle of Usedom” KG, ATL
Offshore GmbH & Co. “Isle of Fehmarn” KG, ATL Offshore GmbH & Co.
“Isle of Memmert” KG, and ATL Offshore GmbH & Co. “Isle of Mellum” KG,
as jointly and severally liable
borrowers.
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10.2
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Intercreditor
Agreement 12 A.H.T.S. Vessels built by Fincantieri Cantieri Navali S.p.A.
between Norddeutsche Landesbank Girozentrale, Hannover, Germany, and
Hartmann Asia Holding PTE Ltd, Singapore and ATL Offshore GmbH & Co.
“Isle of Usedome” KG, Leer Germany
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10.3
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Loan
Agreement between Hartmann Asia Holding PTE Ltd, as Lender, and ATL
Offshore GmbH & Co. “Isle of Usedome” KG, as Borrower, dated
August 31, 2010.
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10.4
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Addendum
1 to the Loan Agreement dated August 31, 2010 between Hartmann Asia
Holding PTE Ltd, as Lender, and ATL Offshore GmbH & Co. “Isle of
Usedome” KG, as Borrower, dated September 28,
2010.
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10.5
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Addendum
2 to the Loan Agreement dated August 31, 2010 between Hartmann Asia
Holding PTE Ltd, as Lender, and ATL Offshore GmbH & Co. “Isle of
Usedome” KG, as Borrower, dated October 27,
2010.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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III
to I Maritime Partners Cayman I, L.P.
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(Registrant)
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By:
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III
to I International Maritime Solutions Cayman, Inc.
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Its
General Partner
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By:
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/s/ Jason M.
Morton
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Jason
M. Morton
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Director
and Chief Financial Officer
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(Duly
authorized to sign this report on behalf of the
Registrant)
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Date:
November 2, 2010
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EXHIBIT
INDEX
| Exhibit Number | Description |
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10.1
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Addendum
No. 1 to the Loan Agreement by and among Norddeutsche Landesbank
Girozentrale, as Lender, Mandated Lead Arranger and Agent, ATL Offshore
GmbH & Co. MS “Juist” KG, ATL Offshore GmbH & Co. MS “Norderney”
KG, ATL Offshore GmbH & Co. “Isle of Baltrum” KG, ATL Offshore GmbH
& Co. “Isle of Langeoog” KG, ATL Offshore GmbH & Co. “Isle of
Amrum” KG, ATL Offshore GmbH & Co. “Isle of Sylt” KG, ATL Offshore
GmbH & Co. “Isle of Wangerooge” KG, ATL Offshore GmbH & Co. “Isle
of Neuwerk” KG, ATL Offshore GmbH & Co. “Isle of Usedom” KG, ATL
Offshore GmbH & Co. “Isle of Fehmarn” KG, ATL Offshore GmbH & Co.
“Isle of Memmert” KG, and ATL Offshore GmbH & Co. “Isle of Mellum” KG,
as jointly and severally liable
borrowers.
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10.2
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Intercreditor
Agreement 12 A.H.T.S. Vessels built by Fincantieri Cantieri Navali S.p.A.
between Norddeutsche Landesbank Girozentrale, Hannover, Germany, and
Hartmann Asia Holding PTE Ltd, Singapore and ATL Offshore GmbH & Co.
“Isle of Usedome” KG, Leer Germany
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10.3
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Loan
Agreement between Hartmann Asia Holding PTE Ltd, as Lender, and ATL
Offshore GmbH & Co. “Isle of Usedome” KG, as Borrower, dated
August 31, 2010.
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10.4
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Addendum
1 to the Loan Agreement dated August 31, 2010 between Hartmann Asia
Holding PTE Ltd, as Lender, and ATL Offshore GmbH & Co. “Isle of
Usedome” KG, as Borrower, dated September 28,
2010.
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10.5
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Addendum
2 to the Loan Agreement dated August 31, 2010 between Hartmann Asia
Holding PTE Ltd, as Lender, and ATL Offshore GmbH & Co. “Isle of
Usedome” KG, as Borrower, dated October 27,
2010.
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