UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

TRICO MARINE SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)		1-33402 (Commission File Number)		72-1252405 (IRS Employer Identification No.)

10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas 77380
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 780-9926

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 (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))

 

 

Explanatory Note

This Amendment No. 1 to Form 8-K (“Amendment No. 1”) amends the Current Report on Form 8-K (File No. 001-33402) filed by Trico Marine Services, Inc. (the “Company”) under Items 1.01, 2.03, 3.02 and 9.01 on May 19, 2009 (the “Initial Filing”). This Amendment No. 1 corrects the cover page of the Initial Filing, which indicated that it was being filed as soliciting material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, by removing the check mark from the Rule 14a-12 statement on the cover page. While the Company does not believe this filing constitutes solicitation material in respect of its solicitation of proxies in connection with its 2009 Annual Meeting of Stockholders, it may be deemed to be definitive additional materials in connection with such solicitation. Other than the change to the cover page, none of the other information contained in the Initial Report has been revised or amended.

Item 1.01 Entry into a Material Definitive Agreement.

The Exchange Agreements and Indenture

On May 11, 2009, Trico Marine Services, Inc. (the “Company”) entered into exchange agreements (the “Exchange Agreements”) with existing holders of its 6.5% senior convertible debentures due 2028 (the “6.5% Debentures”) party thereto as investors (the “Investors”). In accordance with the Exchange Agreements, on May 14, 2009 the Company exchanged $253,515,000 in aggregate principal amount of its 6.5% Debentures (representing all of the outstanding 6.5% Debentures) for, in the aggregate, approximately $12.7 million in cash, 3,042,180 shares of the Company’s common stock (or warrants exercisable for $0.01 per share in lieu thereof) and $202,812,000 in aggregate principal amount of the Company’s new 8.125% secured convertible debentures due 2013 (the “8.125% Debentures”).

The Indenture and the 8.125% Debentures

The 8.125% Debentures are governed by an indenture (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), entered into on May 14, 2009. The 8.125% Debentures were issued in an aggregate principal amount of $202,812,000.

The Company will pay interest on the unpaid principal amount of the 8.125% Debentures at a rate of 8.125 percent per annum. The Company will pay interest semiannually on May 15 and November 15 of each year commencing on November 15, 2009. Interest on the 8.125% Debentures will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 15, 2009.

The 8.125% Debentures are secured by a second priority lien on substantially all of the collateral that is pledged to secure the lenders under the Company’s U.S. credit facility, and are subject to quarterly principal amortizing payments beginning August 1, 2010 of 5% of the outstanding principal per quarter, increasing to 14% of the outstanding principal per quarter beginning February 1, 2012 until the final payment on February 1, 2013. The Company has the right to pay principal installments in common stock instead of cash, subject to certain limitations. The 8.125% Debentures are subject to certain mandatory pro rata repayments with net cash proceeds of asset sales.

The 8.125% Debentures are convertible into common stock at any time at the option of the holder at a conversion price of $14 per share, subject to anti-dilution adjustments and adjustments in the event of certain fundamental change transactions. Holders who convert after May 1, 2011 are entitled to receive, in addition to the shares due upon conversion, a cash payment equal to the present value of remaining interest payments until final maturity. Holders of the 8.125% Debentures are entitled to require the Company to repurchase the debentures at par plus accrued interest in the event of certain fundamental change transactions. The Company is entitled to redeem the 8.125% Debentures at par plus accrued interest on or after May 1, 2011, if the trading price of the common stock exceeds $18.90 per share for specified periods.

The Indenture restricts the Company’s ability and the ability of its subsidiaries to, among other things: (i) incur additional debt, (ii) incur additional liens; (iii) make certain transfers of interests

in any ownership interest in Trico Marine Assets, Inc. and Trico Marine Operators, Inc; and (iv) make certain asset sales.

The Indenture provides that each of the following is an Event of Default: (i) default for 30 days in the payment when due of interest on the 8.125% Debentures; (ii) default in the payment when due of the principal of the 8.125% Debentures; (iii) failure to deliver when due cash, shares of common stock or any interest make-whole payment upon conversion of the 8.125% Debentures and the failure continues for five calendar days; (iv) failure to provide notice of the anticipated effective date or actual effective date of a fundamental change on a timely bases as required by the Indenture; (v) failure to comply with certain agreements contained in the Indenture, the 8.125% Debentures or any Security Document (as defined in the Indenture) and such failure continues for 60 calendar days after notice (or 30 calendar days in the case of the covenant relating to indebtedness); (vi) indebtedness for borrowed money of the Company or any significant subsidiary is not paid within any applicable grace period after final maturity or the acceleration of any such indebtedness by the holders thereof because of a default and the total principal amount of such indebtedness unpaid or accelerated exceeds $30 million or its foreign currency equivalent at the time and such failure continues for 30 calendar days after notice; (vii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any significant subsidiary and (viii) any Security Document (other than the Intercreditor Agreement (described below) fails to create or maintain a valid perfected second lien in favor of the Trustee for the benefit of the holders of the 8.125% Debentures on the collateral purported to be covered thereby, with certain exclusions. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or a Guarantor (as defined in the Indenture) all outstanding 8.125% Debentures will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding 8.125% Debentures may declare all the 8.125% Debentures to be due and payable immediately.

The 8.125% Debentures and the shares of common stock issuable upon the conversion of the 8.125% Debentures have not been registered because the Company sold the 8.125% Debentures to the investors in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933.

The 8.125% Debentures are senior secured obligations of the Company, rank senior to all other indebtedness of the Company with respect to the collateral (other than indebtedness secured by permitted liens on the collateral), rank on parity in right of payment with all other senior indebtedness of the Company, and rank senior in right of payment to all subordinated indebtedness of the Company. The 8.125% Debentures shall rank senior to all future indebtedness of the Company to the extent the future indebtedness is expressly subordinated to the 8.125% Debentures. The 8.125% Debentures are secured by a perfected security interest in certain assets of the Company and its subsidiaries.

The Warrants

The holders of the warrants are entitled to exercise the warrants for an exercise price equal to $0.01 per share (as adjusted from time to time, as provided in the warrants) for a period of ten (10) years starting on the date of issuance.

The preceding description of the Exchange Agreements, the Indenture, the 8.125% Debentures and the Warrants does not purport to be complete and is qualified in its entirety by reference to the copies of the form of the Exchange Agreements, the Indenture and the form of Warrant filed as Exhibits 10.1, 10.2 and 10.3 to this report, which are incorporated herein by reference.

The Pledge Agreement

Pursuant to the Exchange Agreements, on May 14, 2009 Trico Marine Operators, Inc., a subsidiary of the Company, executed the Pledge Agreement to the Trustee, as collateral agent, pursuant to which Trico Marine Operators, Inc. granted the Trustee a security interest in, and lien on, certain collateral in order to secure the obligations of Trico Marine Operators, Inc. to the debentureholders under the second-lien documents.

The Guaranty

Pursuant to the Exchange Agreements, on May 14, 2009 Trico Marine Operators, Inc. and Trico Marine Assets, Inc., subsidiaries of the Company, executed and delivered the Subordinated Limited recourse Guaranty in favor of the Trustee, in its capacity as Trustee for the debentureholders under the second-lien notes Indenture, as second-lien collateral agent, in order to guarantee the obligations of the Company to the second lien trustee and the debtentureholders under the indenture. Recourse to Trico Marine Operators, Inc. and Trico Marine Assets, Inc. will be limited to the collateral pledged by each of them under the Pledge Agreement and the Mortgages.

The Intercreditor Agreement

Pursuant to the Exchange Agreements, on May 14, 2009 the Company, as borrower, entered into the Intercreditor Agreement by and among Trico Marine Assets, Inc. and Trico Marine Operators, Inc., as grantors, Nordea Bank Finland plc, New York Branch, as first-lien collateral agent, and the Trustee, as second-lien collateral agent.

The Mortgages

Pursuant to the Exchange Agreements, on May 14, 2009 Trico Marine Assets, Inc. entered into five Mortgages pursuant to which Trico Marine Assets, Inc. granted the Trustee a mortgage on five vessels owned by Trico Marine Assets, Inc. in order to secure the obligations of the Company under the indenture.

Third Amendment to Credit Agreement

On May 14, 2009, the Company entered into a Third Amendment to Credit Agreement by and among Trico Marine Assets, Inc., Trico Marine Operators, Inc., the lenders, and Nordea Bank Finland plc, New York Branch to amend certain provisions of the Credit Agreement (the “Third Amendment”). The Third Amendment amended the Credit Agreement in pertinent part by:

	1.		Requiring that certain prepayments be made to the Lenders upon the Company or any of its Subsidiaries consummating an Asset Sale, or suffering an Event of Loss or certain casualty events.
	2.		Adding additional approved flag jurisdictions for the Mortgaged Vessels under the Credit Agreement.

	3.		Requiring that by June 30, 2009 the Company and its Subsidiaries shall have mortgaged certain vessels owned by Trico Marine Assets, Inc. as collateral to secure the Obligations under the Credit Agreement.
	4.		Permitting the Liens and Indebtedness relating to the Indenture and its related security documents.

The preceding description of the Pledge Agreement, the Guaranty, the Intercreditor Agreement and the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the copies of the Pledge Agreement, the Guaranty, the Intercreditor Agreement and the Third Amendment filed as Exhibits 10.4, 10.5, 10.6 and 10.7 to this report, which are incorporated herein by reference.

Certain statements in this press release that are not historical fact may be “forward looking statements.” Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for the Company’s future operations. Actual events may differ materially from those projected in any forward-looking statement. There are a number of important factors involving risks (known and unknown) and uncertainties beyond the control of the Company that could cause actual events to differ materially from those expressed or implied by such forward-looking statements. These risks, by way of example and not in limitation, include the Company’s objectives, business plans or strategies, and projected or anticipated benefits or other consequences of such plans or strategies; the Company’s ability to obtain adequate financing on a timely basis and on acceptable terms, including with respect to refinancing debt maturing in the next twelve months; the Company’s ability to continue to service, and to comply with our obligations under, our credit facilities and our other indebtedness; projections involving revenues, operating results or cash provided from operations, or the Company’s anticipated capital expenditures or other capital projects; overall demand for and pricing of the Company’s vessels; changes in the level of oil and natural gas exploration and development; the Company’s ability to successfully or timely complete its various vessel construction projects; the possible impairment of the Company’s investments related to the Deep Cygnus; further reductions in capital spending budgets by customers; further decline in oil and natural gas prices; projected or anticipated benefits from acquisitions; increases in operating costs; the inability to accurately predict vessel utilization levels and day rates; variations in global business and economic conditions; the results, timing, outcome or effect of pending or potential litigation and our intentions or expectations with respect thereto and the availability of insurance coverage in connection therewith; and the Company’s ability to repatriate cash from foreign operations if and when needed. A further description of risks and uncertainties relating to Trico Marine Services, Inc. and its industry and other factors, which could affect the Company’s results of operations or financial condition, are included in the Company’s Securities and Exchange Commission filings. Trico undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 11, 2009, the Company entered into Exchange Agreements with the Investors. In accordance with the Exchange Agreements, the Company exchanged $253,515,000 in aggregate principal amount of its 6.5% Debentures for the 8.125% Debentures.

Additional information is contained in Item 1.01 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On May 11, 2009, the Company entered into Exchange Agreements with the Investors. In accordance with the Exchange Agreements, the Company exchanged $253,515,000 in aggregate principal amount of its 6.5% Debentures for the 8.125% Debentures. The initial conversion price for the 8.125% Debentures represents a 159% premium over the closing price of the Company’s common stock on May 8, 2009. The 6.5% Debenture holders also received 3,042,180 shares of the Company’s common stock (or warrants exercisable for $0.01 per share in lieu thereof) in the exchange. The exchange of the 6.5% Debentures for the 8.125% Debentures and the shares and warrants given to the holders of the 6.5% Debentures in the exchange were not registered in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933 as such transaction did not involve a public offering of securities.

The maximum number of shares of Common Stock that may be issued through the conversion of the $202,812,000 million aggregate principal amount of the 8.125% Debentures is 14,486,572 shares, subject to anti-dilution adjustments.

Terms of the 8.125% Debentures, the warrants, and additional information pertaining to this Item are contained in Item 1.01 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Exchange Agreements, dated May 11, 2009, by and Among Trico Marine Services, Inc. and the Investors (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K/A filed May 19, 2009).
10.2		Indenture, dated as of May 14, 2009, between Trico Marine Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed May 19, 2009).
10.3		Form of Warrant (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed May 12, 2009)
10.4		Pledge Agreement, dated as of May 14, 2009, by Trico Marine Operators, Inc. to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed May 19, 2009).
10.5		Guaranty, dated as of May 14, 2009, by Trico Marine Assets, Inc., Trico Marine Operators, Inc. in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed May 19, 2009).
10.6		Intercreditor Agreement, dated as of May 14, 2009, by and among Trico Marine Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc., Nordea Bank Finland plc, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed May 19, 2009).
10.7		Third Amendment to Credit Agreement, dated as of May 14, 2009, by and among Trico Marine Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc., and Nordea Bank Finland plc, New York Branch (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed May 19, 2009).

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: May 21, 2009

EXHIBIT INDEX

Exhibit Number		Description
10.1		Form of Exchange Agreements, dated May 11, 2009, by and Among Trico Marine Services, Inc. and the Investors (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K/A filed May 19, 2009).
10.2		Indenture, dated as of May 14, 2009, between Trico Marine Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed May 19, 2009).
10.3		Form of Warrant (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed May 12, 2009)
10.4		Pledge Agreement, dated as of May 14, 2009, by Trico Marine Operators, Inc. to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed May 19, 2009).
10.5		Guaranty, dated as of May 14, 2009, by Trico Marine Assets, Inc., Trico Marine Operators, Inc. in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed May 19, 2009).
10.6		Intercreditor Agreement, dated as of May 14, 2009, by and among Trico Marine Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc., Nordea Bank Finland plc, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed May 19, 2009).
10.7		Third Amendment to Credit Agreement, dated as of May 14, 2009, by and among Trico Marine Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc., and Nordea Bank Finland plc, New York Branch (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed May 19, 2009).