S&C Advises Royal Bank of Scotland as Administrative Agent in Completion of Gulfmark Offshore Financial Restructuring Plan and Emergence from U.S. Bankruptcy Protection

November 14, 2017

Gulfmark Offshore, Inc., a support vessel provider to the offshore energy industry, completed its financial restructuring plan and emerged from U.S. bankruptcy protection. Certain non-U.S. subsidiaries of Gulfmark entered into a senior secured revolving and term loan facility.

S&C acted as English and U.S. counsel to the administrative agent, The Royal Bank of Scotland plc (RBS), and the other lenders (most of which were U.S. banks) under an English law revolving facility agreement, the borrower of which was a U.S. subsidiary of Gulfmark. The RBS Facility was guaranteed by Gulfmark Offshore and secured on 26 vessels, comprising substantially all of the Gulfmark group's U.S. vessels and business.

Before its entry into bankruptcy in March, Gulfmark attempted to fully draw all remaining available commitments under the RBS Facility, but the lenders draw-stopped the Facility as such borrowing was “reasonably likely to result” in an event of default due to a prospective financial covenant breach. Subsequently, the RBS Facility lenders successfully negotiated a forbearance agreement to keep their borrower and collateral outside of bankruptcy avoiding a cram-up, with repayment in full of all loans and fees expected upon effectiveness of Gulfmark Offshore's plan of reorganization. In connection with its emergence from bankruptcy on November 14, Gulfmark Offshore repaid the RBS Facility in full.

The S&C London team representing RBS was led by Christopher Howard, Presley Warner and Christopher Beatty, along with Alan Fishman, Samuel Saunders and Anna Chirou. David Zylberberg and Stephen Childs advised on U.S. bankruptcy matters. Eric Wang and Alex Apostolopolous advised on U.S. tax matters.