Attached files
file | filename |
---|---|
EX-99.2 - EX-99.2 - TRICO MARINE SERVICES INC | h81233exv99w2.htm |
EX-99.1 - EX-99.1 - TRICO MARINE SERVICES INC | h81233exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 2011
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-33402 (Commission File Number) |
72-1252405 (I.R.S. Employer Identification No.) |
3200 Southwest Freeway, Suite 2950
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (713) 780-9926
Not Applicable
(Former name or former address, if changed since last report)
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the 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))
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
Exhibit Index | ||||||||
EX-99.1 | ||||||||
EX-99.2 |
Table of Contents
Item 7.01 Regulation FD Disclosure.
On April 8, 2011, Trico Shipping AS (Trico Shipping), a subsidiary of Trico Marine Services,
Inc. (the Company), announced that it has extended the expiration date of its out-of-court
exchange offer (the Exchange Offer) to the holders (Noteholders) of its 11⅞% senior secured
notes due 2014 (the Notes) and the solicitation of consents to the governing indenture (the
Consent Solicitation) to 5:00 p.m. Eastern Time on April 11, 2011. Withdrawal rights under the
Exchange Offer will not be extended by the new expiration date. The deadline (the Voting
Deadline) for submitting ballots to accept or reject the prepackaged plan of reorganization
remains 5:00 p.m. Eastern Time on April 18, 2011. The Exchange Offer, Consent Solicitation and
solicitation of acceptances of the Prepackaged Plan are otherwise unchanged.
The Exchange Offer and Consent Solicitation were scheduled to expire at 5:00 p.m. Eastern Time
on April 7, 2011. At 5:00 p.m. Eastern Time on April 7, 2011, $396,454,000 principal amount of
Notes representing approximately 99.11% of the outstanding principal amount of the Notes had been
validly tendered and not withdrawn in the Exchange Offer. Trico Shipping is extending the
expiration date of the Exchange Offer in order to permit the progression of negotiations with other
creditors, whose agreement is a condition to the Exchange Offer
On April 5, 2011, the Company and certain of its subsidiaries, Trico Marine Assets, Inc.,
Trico Holdco, LLC, Trico Marine Operators, Inc., Trico Marine Cayman, LP and Trico Marine
International, Inc. (each a Debtor and collectively with the Company, the Debtors) filed their
unaudited combined monthly operating report for the period February 1, 2011 through February 28,
2011 (the Monthly Operating Report) with the United States Bankruptcy Court for the District of
Delaware (the Bankruptcy Court). Exhibit 99.2 to this Current Report on Form 8-K contains the
unaudited Monthly Operating Report as filed with the Bankruptcy Court.
The Monthly Operating Report is limited in scope, covers a limited time period and has been
prepared solely for the purpose of complying with reporting requirements of the Bankruptcy Court
and the Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the Bankruptcy Code). The financial information
contained in the Monthly Operating Report is preliminary and unaudited and does not purport to show
the financial statements of any of the Debtors in accordance with accounting principles generally
accepted in the United States of America (GAAP) and, therefore, may exclude items required by
GAAP, such as certain reclassifications, eliminations, accruals and disclosure items. The Company
cautions readers not to place undue reliance on the Monthly Operating Report. The Monthly Operating
Report may be subject to revision. The Monthly Operating Report is in a format required by the
Bankruptcy Court and the Bankruptcy Code and should not be used for investment purposes. The
information in the Monthly Operating Report should not be viewed as indicative of future results.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information in this Form 8-K may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The words believe,
expect, anticipate, plan, intend, foresee, should, would, could or other similar
expressions are intended to identify forward-looking statements, which are generally not historical
in nature. These forward-looking statements are based on the Companys current expectations and
beliefs concerning future developments and their potential effect on the Company. While management
believes that these forward-looking statements are reasonable as and when made, there can be no
assurance that future developments affecting the Company will be those that it anticipates. The
Companys forward-looking statements involve significant risks and uncertainties (some of which are
beyond its control) and assumptions that could cause actual results to differ materially from its
historical experience and its present expectations or projections. Important factors that could
cause actual results to differ materially from those in the forward-looking statements include, but
are not limited to: (i) the Companys and its subsidiaries ability to continue as a going concern;
(ii) the ability of the Company and its subsidiaries to obtain and maintain normal terms with
vendors and service providers; (iii) the Companys ability to maintain contracts that are critical
to its operations; (iv) the potential adverse impact of the Companys voluntary reorganization
under Chapter 11 of Title 11 of the United States Code on its liquidity or results of operations;
(v) the ability of the Company to attract, motivate and/or retain key executives and employees;
(vi) the ability of the Company to attract and retain customers; and (vii) other risks and factors
regarding the Company and its industry identified from time to time in the Companys reports filed
with the Securities and Exchange Commission.
Table of Contents
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only
as of the date hereof. The Company undertakes no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether as a result of new information,
future events or otherwise.
Table of Contents
Limitation on Incorporation by Reference
The Monthly Operating Report is being furnished for informational purposes only and shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended. Registration statements or
other documents filed with the U.S. Securities and Exchange Commission shall not incorporate the
Monthly Operating Report or any other information set forth in this Current Report on Form 8-K by
reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K
will not be deemed an admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.
Exhibit Number | Description | |
99.1
|
Press release | |
99.2
|
Monthly Operating Report of Trico Marine Services, Inc. for the period February 1, 2011 through February 28, 2011 filed in the United States Bankruptcy Court for the District of Delaware Case No. 10-12653. |
Table of Contents
SIGNATURE
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 hereunto duly authorized.
Date: April 8, 2011
TRICO MARINE SERVICES, INC. |
||||
By: | /s/ Brett A. Cenkus | |||
Name: | Brett A. Cenkus | |||
Title: | General Counsel and Secretary |
Table of Contents