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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): July 27, 2007 (July 23, 2007)
GLOBAL INDUSTRIES, LTD.
(Exact name of registrant as specified in its charters)
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Louisiana
(State or Other Jurisdiction of
Incorporation or Organization)
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0-21086
(Commission File Number)
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72-1212563
(I.R.S. Employer
Identification No.) |
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8000 Global Drive
P.O. Box 442, Sulphur, LA
(Address of Principal Executive Offices)
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70665
70664-0442
(Zip Code) |
Registrants Telephone Number, including Area Code: (337) 583-5000
(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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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.
Purchase Agreement
On July 23, 2007, Global Industries, Ltd. (the Company) entered into a purchase agreement
(the Purchase Agreement) under which the Company agreed to sell $325.0 million aggregate
principal amount of its 2.75% Senior Convertible Debentures due 2027 (the Debentures) to Lehman
Brothers Inc., Calyon Securities (USA) Inc., Natexis Bleichroeder Inc. and Fortis Securities LLC
(collectively, the Initial Purchasers), plus up to an additional $50.0 million of Debentures
pursuant to the Initial Purchasers option to purchase additional Debentures. On July 27, 2007,
the Company issued $325.0 million of the Debentures.
The Debentures are governed by an indenture, dated as of July 27, 2007 (the Indenture),
between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee).
The Debentures will be convertible into cash and, if applicable, shares of the Companys
common stock, par value $.01 per share (Common Stock) (subject to the Companys election to
satisfy its conversion obligation entirely in shares of its Common Stock), based on an initial
conversion rate of 28.1821 shares of Common Stock per $1,000 principal amount of Debentures (which
is equal to an initial conversion price of approximately $35.48 per share), subject to adjustment.
Upon conversion, subject to the Companys election to satisfy its conversion obligation entirely in
shares of its Common Stock, the Company will satisfy its conversion obligation in cash up to the
principal amount of the Debentures converted, with any remaining amount to be satisfied in shares
of its Common Stock. The conversion rate will be subject to adjustments in certain circumstances.
At any time before August 1, 2025, the Company may irrevocably elect, in its sole discretion
and without the consent of the holders of the Debentures, by notice to the Trustee and the holders,
to satisfy all of its conversion obligations arising after the time of such notice in shares of its
Common Stock. Any such election will apply to all Debentures tendered for conversion following the
date of such notice. Unless the Company has previously redeemed or purchased the Debentures,
holders may convert their Debentures, at their option, at any time on or prior to the close of
business on the business day immediately preceding the maturity date only under the following
circumstances: (1) prior to August 1, 2025, on any date during any fiscal quarter beginning after
September 30, 2007 (and only during such fiscal quarter) if the closing sale price of the Companys
Common Stock was more than 120% of the then current conversion price for at least 20 trading days
in the period of the 30 consecutive trading days ending on the last trading day of the previous
fiscal quarter; (2) at any time on or after August 1, 2025; (3) with respect to any Debentures
called for redemption, until the close of business on the business day prior to the redemption
date; (4) upon the occurrence of specified corporate transactions set forth in the Indenture; (5)
during a specified period if a fundamental change (as defined in the Indenture) occurs; or (6) upon
satisfaction of a trading price condition set forth in the Indenture. In the event of certain
types of fundamental changes, the Company will increase the conversion rate or, in lieu thereof,
the Company may elect to adjust the conversion obligation and conversion rate so that the
Debentures are convertible into shares of an acquiring or surviving company (as set forth in the
Indenture).
The Debentures will bear interest from July 27, 2007 at a rate of 2.75% per year, payable
semi-annually in arrears, on February 1 and August 1 of each year, commencing on February 1, 2008.
The Debentures will mature on August 1, 2027, unless earlier converted, redeemed by the Company at
its option or repurchased by the Company at each holders option.
The Company may not redeem the Debentures before August 1, 2014. On or after August 1, 2014,
the Company may redeem all or a part of the Debentures for cash at a redemption price equal to 100%
of the principal amount of the Debentures redeemed, plus accrued and unpaid interest (including
additional interest, if any) to, but not including, the redemption date. Holders may require the
Company to repurchase all or a part of their Debentures on August 1, 2017 and August 1, 2022 at a
cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest
(including additional interest, if any) to, but not including, the repurchase date. In addition,
if a fundamental change occurs, holders may require the Company to repurchase all or a portion of
their Debentures at a cash repurchase price equal to 100% of the principal amount plus accrued and
unpaid interest (including additional interest, if any) to, but not including, the repurchase date.
The Debentures are senior unsecured obligations of the Company and rank equally in right of
payment to all of the Companys other existing and future senior indebtedness. The Debentures are
effectively subordinated to all of the Companys existing and future secured indebtedness to the
extent of the value of the Companys assets collateralizing such indebtedness and any liabilities
of the Companys subsidiaries.
The Debentures and shares of the Common Stock issuable in certain circumstances upon the
conversion of the Debentures have not been registered under the Securities Act of 1933, as amended
(the Securities Act). The Company sold the Debentures to the Initial Purchasers in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act. The Initial
Purchasers then sold the Debentures to qualified institutional buyers pursuant to the exemption
from registration provided by Rule 144A under the Securities Act. The Company relied on these
exemptions from registration based in part on representations made by the Initial Purchasers in the
Purchase Agreement.
Registration Rights Agreement
In connection with the sale of the Debentures, the Company entered into a registration rights
agreement, dated as of July 27, 2007, with the Initial Purchasers (the Registration Rights
Agreement). Under the Registration Rights Agreement, the Company has agreed to file a shelf
registration statement with respect to the resale of the Debentures and the Common Stock issuable
upon conversion of the Debentures with the Securities and Exchange Commission (the Commission)
and to use its reasonable best efforts to cause the shelf registration statement to be declared
effective under the Securities Act by the Commission within 180 days after the first date of
original issuance of the Debentures. The Company will use its reasonable best efforts to keep the
shelf registration statement continuously effective, supplemented and amended for a period from the
date the shelf registration statement is declared effective by the Commission until the earliest of
(1) the date when the holders (including any holders who have engaged in hedging activities), other
than affiliates of the Company, of transfer restricted Debentures and shares of Common Stock issued
upon conversion of the Debentures are able to sell all such securities immediately without
restriction under Rule 144(k) under the Securities Act, or (2) the
date when all transfer restricted Debentures and shares of Common Stock issued upon conversion
of the Debentures are registered under the shelf registration statement and have been sold pursuant
thereto, or (3) the date when all transfer restricted Debentures and shares of Common Stock issued
upon conversion of the Debentures have ceased to be outstanding (whether as a result of repurchase
and cancellation, conversion or otherwise). The Company will be required to pay additional
interest, subject to some limitations, to the holders of the Debentures if the Company fails to
comply with its obligations to register the Debentures and the Common Stock issuable upon
conversion of the Debentures.
Amended Credit Agreement
On July 26, 2007, the Company entered into Amendment No. 2 (the Second Amendment) to the
Third Amended and Restated Credit Agreement, dated June 30, 2006 (the Credit Agreement), as
amended by Amendment No. 1 thereto dated as of October 6, 2006, by and among the Company, Global
Offshore Mexico, S. de R.L. de C.V., and Global Industries International L.L.C. in its capacity as
general partner of Global Industries International, L.P., the lenders party to the Credit
Agreement, and Calyon New York Branch, as administrative agent for the lenders. The description of
the Second Amendment in this Item 1.01 is qualified in its entirety by reference to the full text
of the Second Amendment.
The Second Amendment was entered into to permit the Companys issuance of the Debentures and
to make certain related changes to the Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On July 27, 2007, the Company issued $325.0 million aggregate principal amount of its 2.75%
Senior Convertible Debentures due 2027, as described above in Item 1.01.
Additional information is contained in Item 1.01 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On July 27, 2007, the Company completed the sale of $325.0 million aggregate principal amount
of its 2.75% Senior Convertible Debentures due 2027. The Initial Purchasers of the Debentures
received an aggregate discount of $6.5 million. The offer and sale of the Debentures to the
Initial Purchasers was not registered under the Securities Act of 1933 in reliance upon the
exemption from registration under Section 4(2) of the Securities Act as such transaction did not
involve a public offering of securities.
Additional information is contained in Item 1.01 and is incorporated herein by reference.
SIGNATURES
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.
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GLOBAL INDUSTRIES, LTD.
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Date: July 27, 2007 |
By: |
/s/ PETER S. ATKINSON
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Peter S. Atkinson |
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President and Chief Financial Officer |
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