Attached files
file | filename |
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EX-2.1 - EX-2.1 - TRICO MARINE SERVICES INC | h83931bexv2w1.htm |
EX-99.2 - EX-99.2 - TRICO MARINE SERVICES INC | h83931bexv99w2.htm |
EX-99.1 - EX-99.1 - TRICO MARINE SERVICES INC | h83931bexv99w1.htm |
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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): August 1, 2011
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33402 | 72-1252405 | ||
(State or other | (Commission File Number) | (I.R.S. Employer | ||
jurisdiction of incorporation) | 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))
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Item 1.03 Bankruptcy or Receivership
As previously, disclosed, on August 25, 2010, Trico Marine Services, Inc. (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 voluntary petitions for relief (the Chapter 11
Cases) under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as
amended (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware
(the Bankruptcy Court).
On August 2, 2011, the Bankruptcy Court entered an order (the Confirmation Order) confirming the
Chapter 11 plan of liquidation (the Plan) for the Company, Trico Marine Assets, Inc., Trico
Marine Operators, Inc. and Trico Marine International, Inc. (the Plan Debtors). The Company
anticipates that the effective date of the Plan (the Effective Date) will be on or about August
10, 2011, provided certain conditions discussed below have been satisfied or waived. The Chapter
11 Cases of Trico Marine Cayman, LP and Trico Holdco, LLC will be dismissed pursuant to § 1112 of
the Bankruptcy Code on the Effective Date. The complete text of the Plan and the Confirmation
Order are attached hereto as Exhibits 2.1 and 99.1, respectively.
Summary of Plan
The following is a summary of the material terms of the Plan, as confirmed by the Bankruptcy Court.
The summary is qualified in its entirety by reference to the Plan, a copy of which is attached
hereto as Exhibit 2.1. Capitalized terms used but not defined herein have the meanings given to
them in the Plan.
The Effective Date of the Plan will be the day that each of the following conditions have been
satisfied or waived, among others: (a) all actions, documents, and agreements necessary to
implement the Plan and all transactions described in the Plan shall have been effected or executed,
as applicable and (b) the Confirmation Order shall not have been stayed.
The Plan is a liquidating plan that provides, among other things, for the liquidation of the Plan
Debtors remaining assets by a Plan Administrator and for the satisfaction of all Allowed Claims.
All existing Equity Interests in the Company will remain in place for a period of 90 days after the
Effective Date, pending a decision by the Plan Administrator to implement certain transactions
described in the Plan. Should the Plan Administrator not elect to keep the existing Equity
Interests outstanding, such Equity Interests shall be cancelled on the 90th day after
the Effective Date. In either event, existing holders of Equity Interests will receive no
distributions under the Plan.
The Plan Administrator will reduce the remaining assets of the Plan Debtors, and their remaining non-Debtor affiliates, to cash and distribute
the cash first in full payment of any and all Allowed Administrative Claims, Priority Tax Claims,
8.125% Notes Secured Claims, Other Secured Claims, Other Priority Claims, and Superpriority
Administrative Claims. The remaining assets of the Plan Debtors,
including the proceeds of the Debtors 9019 settlement with
their former non-Debtor Opco affiliates, will be distributed in accordance
with the terms of the Plan. Each of the Plan Debtors will be dissolved after liquidation is
complete.
Share
Information
As of the Effective Date, (i) the Plan Administrator shall be authorized to take all actions
reasonably necessary to distribute the assets of the Estates and dissolve the Plan Debtors under
applicable law and (ii) all existing Equity Interests in the Company will remain in place for a
period of 90 days after the Effective Date, pending a decision by the Plan Administrator to
implement certain transactions described in the Plan. No shares of the Company are being reserved
for future issuance in respect of claims and interests filed or allowed under the Plan; provided,
however, that the Plan Administrator will receive and hold one share of Company preferred common
stock for the purpose of maintaining the Companys corporate existence pending dissolution and for
corporate governance purposes.
Additional information regarding the Debtors bankruptcy cases, including access to court documents
and other general information, is available to the public at
http://dm.epiq11.com/TMG/Project/default.aspx. Information contained on, or that can be accessed
through, this website is not part of this report.
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Item 3.03 Material Modification to the Rights of Security Holders
Pursuant to the Plan, all existing Equity Interests in the Company will remain in place for a
period of 90 days after the Effective Date, pending a decision by the Plan Administrator to
implement certain transactions described in the Plan. Should the Plan Administrator not elect to
keep the existing Equity Interests outstanding, such Equity Interests shall be cancelled on the
90th day after the Effective Date. In either event, existing holders of Equity
Interests will receive no distributions under the Plan.
Item 7.01 Regulation FD Disclosure.
On August 1, 2011, the Company and the Debtors filed their unaudited combined monthly operating
report for the period June 1, 2011 through June 30, 2011 (the Monthly Operating Report) with 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. 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.
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.
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
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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 | |
2.1
|
Debtors Second Amended Joint Plan of Liquidation as confirmed by the Bankruptcy Court on August 2, 2011. | |
99.1
|
Order Confirming Debtors Second Amended Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code. | |
99.2
|
Monthly Operating Report of Trico Marine Services, Inc. for the period June 1, 2011 through June 30, 2011 filed in the United States Bankruptcy Court for the District of Delaware Case No. 10-12653. |
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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: August 5, 2011
TRICO MARINE SERVICES, INC. |
||||
By: | /s/ Brett A. Cenkus | |||
Name: | Brett A. Cenkus | |||
Title: | General Counsel and Secretary |
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Exhibit Index
Exhibit Number | Description | |
2.1
|
Debtors Second Amended Joint Plan of Liquidation as confirmed by the Bankruptcy Court on August 2, 2011. | |
99.1
|
Order Confirming Debtors Second Amended Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code. | |
99.2
|
Monthly Operating Report of Trico Marine Services, Inc. for the period June 1, 2011 through June 30, 2011 filed in the United States Bankruptcy Court for the District of Delaware Case No. 10-12653. |