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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: November 13, 2003
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-13167
TEXAS 74-1611874
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15835 Park Ten Place Drive 77084
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
281-749-7800
N/A
- (Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On November 13, 2003, the Company announced that it had executed a third
amendment to its $250 million Senior Secured Credit Facility with a Bank Group.
This amendment redefines the calculation of the covenant requirement of the
ratio of debt to earnings before interest, income taxes and depreciation and
increases the allowed ratio limits for the quarters ending December 31, 2003,
March 31, 2004 and June 30, 2003. A copy of the press release announcing the
execution of this Third Amendment is attached hereto as Exhibit 99.1. The Third
Amendment dated November 12, 2003 is also attached hereto as Exhibit 99.2.
ITEM 7. EXHIBITS
EXHIBIT 99.1 PRESS RELEASE DATED NOVEMBER 13, 2003
EXHIBIT 99.2 THIRD AMENDMENT DATED NOVEMBER 12, 2003
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.
ATWOOD OCEANICS, INC.
(Registrant)
/s/ James M. Holland
James M. Holland
Senior Vice President
DATE: November 13, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release dated November 13, 2003
99.2 Third Amendment dated November 12, 2003
EXHIBIT 99.1
Houston, Texas
13 November 2003
FOR IMMEDIATE RELEASE
Atwood Oceanics, Inc., (Houston-based International Drilling Contractor,
NYSE: "ATW"), announced today that it has executed a third amendment to its $250
million Senior Secured Credit Facility. This amendment redefines the calculation
of the covenant requirement of the ratio of debt to earnings before interest,
income taxes and depreciation and increases the allowed ratio limits for the
quarters ending December, 31, 2003, March 31, 2004 and June 30, 2004. The
current redefined allowed ratio limits of debt to earnings, before interest,
income taxes and depreciation is 5.75 at September 30, 2003, 6.25 at December
31, 2003, 5.50 at March 31, 2004 and June 30, 2004, 4.00 at September 30, 2004
and 3.00 thereafter. The Company is currently in compliance with all financial
covenants.
Contact: Jim Holland
(281) 749-7804
EXHIBIT 99.2
THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of November 12, 2003, among
ATWOOD OCEANICS, INC., a Texas corporation (the "Parent"), ATWOOD OCEANICS
PACIFIC LIMITED, a company organized under the laws of the Cayman Islands and a
Wholly-Owned Subsidiary of the Parent (the "Borrower"), the Lenders party to the
Credit Agreement (as defined herein), and NORDEA BANK FINLAND PLC, NEW YORK
BRANCH, a national banking association organized under the laws of the Republic
of Finland, as Administrative Agent (in such capacity, the "Administrative
Agent"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Parent, the Borrower, the Lenders and the Administrative Agent
are parties to a Credit Agreement, dated as of April 1, 2003 (as amended,
modified or supplemented from time to time, the "Credit Agreement");
WHEREAS, the Borrower has requested the Lenders to amend, and the Lenders
have agreed to amend, certain provisions of the Credit Agreement on the terms
and conditions set forth herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms
and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. The Lenders hereby waive any Default or Event of Default that may have
arisen as a result of the Parent's failure to comply with Section 9.07 of the
Credit Agreement during the period from the fiscal quarter of the Parent ended
September 30, 2003 to the Third Amendment Effective Date (as defined below) (as
such Section 9.07 was in effect immediately prior to the effectiveness of this
Amendment).
2. The table appearing in Section 9.07 of the Credit Agreement is hereby
deleted in its entirety and the following new table inserted in lieu thereof:
"Relevant Period Ratio
----------------- -----
From the Initial Borrowing Date through and including December 30, 2003 5.75:1.00
From December 31, 2003 through and including March 30, 2004 6.25:1.00
From March 31, 2004 through and including September 29, 2004 5.50:1.00
From September 30, 2004 through and including December 30, 2004 4.00:1.00
Thereafter 3.00:1.00".
3. The definition of "Acquired Entity or Business" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the following text
at the end of said definition:
"Notwithstanding anything to the contrary contained in the immediately
preceding sentence, the acquisition and/or delivery of the ATWOOD BEACON shall
not constitute an Acquired Entity or Business."
4. The table appearing in the definition of "Applicable Margin" appearing
in Section 11.01 of the Credit Agreement is hereby deleted in its entirety and
the following new table is inserted in lieu thereof:
"Level Leverage Ratio Percentage
----- -------------- ----------
6 Greater than 5.00:1.00 2.875%
5 Greater than 4.00:1.00 but 2.625%
less than or equal to
5.00:1.00
4 Greater than 3.00:1.00 but 2.25%
less than or equal to
4.00:1.00
3 Greater than 2.00:1.00 but 2.00%
less than or equal to
3.00:1.00
2 Greater than 1.00:1.00 but 1.75%
less than or equal to
2.00:1.00
1 Less than or equal to 1.50%".
1.00:1.00
5. The definition of "Consolidated EBITDA" appearing in Section 11.01 of
the Credit Agreement is hereby amended by (i) inserting the text "(x)"
immediately following the text "understood that" appearing in said definition
and (ii) inserting the following text immediately preceding the period appearing
at the end of said definition:
"and (y) in determining compliance with Section 9.07 only, and in any
event, not for purposes of calculating the Applicable Margin, Consolidated
EBITDA shall be calculated by adding thereto the amount, (i) for the Test Period
ending on September 30, 2003, $7,837,890, (ii) for the Test Period ending on
December 30, 2003, $5,473,674, (iii) for the Test Period ending on March 31,
2004, $3,160,854 and (iv) for the Test Period ending on June 30, 2004,
$796,638".
6. The definition of "Consolidated Indebtedness" appearing in Section 11.01
of the Credit Agreement is hereby amended by inserting the following text
immediately preceding the period appearing at the end of said definition
thereof:
"; it being understood that in determining compliance with Section 9.07
only, and in any event, not for purposes of calculating the Applicable Margin,
at the date of such determination of Consolidated Indebtedness, the amount of
cash and Cash Equivalents held by the Parent and its Subsidiaries at such time
and which would appear on a consolidated balance sheet of the Parent and its
Subsidiaries as part of the consolidated assets of the Parent and its
Subsidiaries shall be deducted from the calculation of Consolidated
Indebtedness".
7. In order to induce the Lenders to enter into this Amendment, the Parent
and the Borrower hereby represent and warrant that (i) the representations and
warranties contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the Third Amendment Effective Date, both
before and after giving effect to this Amendment (it being understood and agreed
that any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects only as
of such specified date), and (ii) there exists no Default or Event of Default on
the Third Amendment Effective Date, after giving effect to this Amendment.
8. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
9. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.
10. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
11. This Amendment shall become effective (the "Third Amendment Effective
Date") on the date when (i) the Parent, the Borrower and the Required Lenders
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office and (ii)
the Borrower shall have paid to the Administrative Agent for the account of each
Lender that has executed a counterpart hereof and delivered same to the
Administrative Agent at the Notice Office on or prior to 5:00 P.M. (New York
time) on November 12, 2003, an amendment fee equal to 0.15% of the sum of (I)
such Lender's outstanding Term Loans and (II) such Lender's Revolving Loan
Commitment, in each case as in effect on the Third Amendment Effective Date.
12. From and after the Third Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended, modified or
supplemented hereby.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
Address:
15835 Park Ten Place Drive ATWOOD OCEANICS, INC.,
Houston, Texas 77084
Attention: James M. Holland as Parent and Guarantor
Tel.No.:(281) 749-7800
Fax No.:(281) 492-0345
By: /s/ James M. Holland
Name: James M. Holland
Title: Senior Vice President
332A-11C, 11th Floor ATWOOD OCEANICS PACIFIC LIMITED,
Plaza Ampang City
50450 Kuala Lumpur Malaysia as Borrower
Attention: Michael A. Cardenas
Tel.No.:011 60 34256 9590
Fax No.:011 60 34256 8653
By: /s/ Michael A. Cardenas
Name: Michael A. Cardenas
Title: Director
NORDEA BANK NORGE ASA,
GR. CAYMAN BRANCH, Individually and as Issuing Lender
By: /s/ Martin Lunder
Name: Martin Lunder
Title: Senior Vice President
By: /s/ Alison M. Bas
Name: Alison M. Bas
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Alain F. Pitner
Name: Alain F. Pitner
Title: Vice President
By: /s/ Guy-Olivier Bygodt
Name: Guy-Olivier Bygodt
Title: Vice President
FORTIS CAPITAL CORP.
By:
Name:
Title:
HSH NORDBANK AG
By: /s/ Stefan Noll
Name: Stefan Noll
Title: Vice President
By: /s/ Stefanie Radtke
Name: Stefanie Radtke
Title: Vice President
DVB BANK AG
By: /s/ Gorm Eikemo
Name: Gorm Eikemo
Title: AVP
By: /s/ Richard Jansen
Name: Richard Jansen
Title: AVP
SKANDINAVISKA ENSKILDA BANKEN AB (publ)
By: /s/ Per K. Frolich
Name: Per K. Frolich
Title:
By: /s/Erling Amundsen
Name: Erling Amundsen
Title:
VEREINS- UND WESTBANK AG
By: /s/ Birgit Marquart
Name: Birgit Marquart
Title: Senior Vice President
By: /s/ Florian Mahiny
Name: Florian Mahiny
Title: Assistant Manager
WHITNEY NATIONAL BANK
By: /s/ Eric Bronson Goebel
Name: Eric Bronson Goebel
Title: Assistant Vice President
NATEXIS BANQUES POPULAIRES
By: /s/ Timothy Palvado
Name: Timothy Palvado
Title: Vice President / Manger
By: /s/ Louis P. Laville, III
Name: Louis P. Laville, III
Title: Vice President / Manager