13GD Report: Learn Why William C. Martin’s Raging Capital Management Just Purchased Gulfmark Offshore Inc Stake?

13GD Report: Learn Why William C. Martin's Raging Capital Management Just Purchased Gulfmark Offshore Inc Stake?

The New William C. Martin’s Raging Capital Management Holding in Gulfmark Offshore Inc

Raging Capital Management filed with the SEC SC 13D/A form for Gulfmark Offshore Inc. The form can be accessed here: 000092189516006242. As reported in William C. Martin’s Raging Capital Management’s form, the filler as of late owns 19% or 5,133,155 shares of the Energy–company.

Gulfmark Offshore Inc stake is a new one for the for the hedge fund and it was filed because of activity on November 23, 2016. We feel this shows William C. Martin’s Raging Capital Management’s positive view for the stock. For a hedge fund managing $631.31 million in assets and having 7+ active experts, we at Financialmagazine have no doubt the buy is a bullish signal.

The hedge fund is active investor in the Energy sector. In the manager’s last 13-F, we saw 9% of William C. Martin’s Raging Capital Management’s US equities portfolio is in this sector.

Reasons Why William C. Martin’s Raging Capital Management Bought – Gulfmark Offshore Inc Stock

Purpose of Transaction

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Item 4 is hereby amended to add the following:

On November 23, 2016, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with MFP Partners, L.P. (“MFP”) and Franklin Mutual Advisers, LLC (“Franklin” and collectively with MFP, the “Investors”), to issue and sell in a private placement (the “Private Placement”) 50,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), for a cash purchase price of $1,000 per share of Series A Preferred Stock (“Series A Preferred Shares”), or $50,000,000 in the aggregate. The closing of the Private Placement (the “Closing” and the date of the Closing, the “Closing Date”) is expected by the Issuer to occur, subject to the satisfaction of the conditions set forth in the Purchase Agreement, in December 2016.In connection with this transaction and the other transactions described herein, the Issuer will seek stockholder approval of (i) the increase in the total number of authorized shares of Class A Common Stock of the Issuer (“Class A Common Stock”, and such shares “Class A Common Shares”) to 120,000,000 (the “Capitalization Proposal”), and (ii) the issuance of all Class A Common Shares issuable upon conversion of the Series A Preferred Shares (the “Conversion Proposal”), subject to certain limitations in the Certificate of Designations (the “Certificate of Designations”) establishing the rights and preferences of the Series A Preferred Shares (together with the Capitalization Proposal, the “Proposals”).

In connection with the Private Placement, the Issuer launched a cash tender offer (the “Tender Offer”) for not less than $250,000,000 and up to $300,000,000 aggregate principal amount of the Issuer’s existing 6.375% Senior Notes due 2022 (the “Notes”).The Closing of the Private Placement is conditioned upon, among other things: (i) Raging Capital tendering into the Tender Offer 100% of the Notes held by Raging Capital and its affiliates, (ii) a minimum of $250,000,000 in aggregate principal amount of the Notes being tendered in the Tender Offer (or such condition being waived by each Investor) (the “Minimum Tender Condition”), (iii) the satisfaction of all other conditions to the Tender Offer (with any waiver of such conditions by the Issuer subject to the written consent of each Investor), (iv) the closing of a $100,000,000 term loan facility between the Issuer and the Investors, (v) the closing of a $100,000,000 revolving credit facility between the Issuer and the Investors and (vi) simultaneously or substantially concurrently with the Closing, the redemption of all of the Notes that are tendered into the Tender Offer.

Additionally, pursuant to the Purchase Agreement, the Issuer must (i) commence and complete within six (6) months following the Closing Date an equity rights offering (the “Equity Rights Offering”, and together with the Private Placement and the Tender Offer, the “Recapitalization Transactions”) for shares of Class A Common Stock and (ii) no later than one (1) business day following consummation of the Equity Rights Offering, use the proceeds of the Equity Rights Offering to redeem the Series A Preferred Shares held by the Investors in an aggregate amount equal to the lesser of (a) 100% of the proceeds of the Equity Rights Offering and (B) $15,000,000.Pursuant to the Purchase Agreement, at the Closing, the Issuer and GulfMark Americas, Inc., as co-borrowers, will enter into both (i) a term loan agreement, pursuant to which the lenders party thereto will provide term loans in the amount of $100,000,000, and (ii) a revolving credit facility, pursuant to which the revolving lenders party thereto will provide revolving loans not to exceed $100,000,000 outstanding at any time.

The foregoing description of the Purchase Agreement, the Proposals, the Series A Preferred Stock, the Certificate of Designations, the Tender Offer and the Recapitalization Transactions does not purport to be complete and is qualified in its entirety by reference to the Form 8-K filed by the Issuer on November 23, 2016 disclosing the foregoing.

Voting Agreement

On November 23, 2016, the Issuer entered into a Voting Agreement (the “Voting Agreement”) with Raging Capital and the other parties signatory thereto pursuant to which Raging Capital has agreed to, among other things, vote (or cause to be voted), or deliver an irrevocable written consent covering, all shares (“Covered Shares”) of voting capital stock and any securities convertible into voting capital stock owned by Raging Capital: (i) in favor of the approval of the Proposals and the Recapitalization Transactions and the adoption of the documents and agreements to be executed in connection with the Recapitalization Transactions (the “Definitive Documents”), (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in the failure to obtain stockholder approval of the Proposals or breach of the Definitive Documents, and (iii) against any action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the meeting of the stockholders of the Issuer to be held for the purpose of voting on the Proposals, the Recapitalization Transactions or the adoption of the Definitive Documents or any of the other transactions contemplated thereby. Additionally, Raging Capital agreed not to sell, transfer or otherwise dispose of any of its Covered Shares, subject to certain exceptions.

The Voting Agreement will terminate upon the earlier to occur of (i) the later of (a) stockholder approval of the Proposals, (b) the consummation of all of the Recapitalization Transactions and (c) the completion of the date on which all issued and outstanding Series A Preferred Stock is converted or redeemed in accordance with the Certificate of Designation, (ii) the date of termination of each of the Definitive Documents in accordance with their respective terms, and (iii) the date that is the three (3) year anniversary of the Closing; provided, however, that the restrictions on Raging Capital’s ability to sell, transfer or otherwise dispose of its Covered Shares will terminate upon the earlier to occur of (i) the later of (a) stockholder approval of the Proposals and (b) the consummation of all of the Recapitalization Transactions, (ii) the completion of the third special meeting of the stockholders of the Issuer held for the purpose of approving the Proposals and (iii) the date that is the three (3) year anniversary of the Closing.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, a copy of which is referenced as an exhibit hereto and is incorporated herein by reference.

Tender Support Agreement

On November 23, 2016, the Issuer entered into a Support Agreement (the “Tender Support Agreement”) with Raging Capital regarding the Tender Offer, pursuant to which Raging Capital has agreed to, among other things: (i) tender 100% of the Notes held by Raging Capital and affiliates in the Tender Offer and (ii) fully subscribe for an amount of Class A Common Shares equal to its initial pro rata allocation of Class A Common Shares available for purchase in the Equity Rights Offering.Additionally, pursuant to the terms of the Tender Support Agreement, Raging Capital has agreed not to sell, transfer or otherwise dispose of (i) subject to certain exceptions, any Notes owned by Raging Capital and (ii) any rights of Raging Capital in connection with the Equity Rights Offering.

Raging Capital has also agreed that it will not, and will not authorize, permit or cause its affiliates and its and their respective officers, directors, employees, partners, members, controlling persons, agents, advisors and other representatives to, directly or indirectly, take any action to solicit, encourage, facilitate, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any person or facilitate, any inquiries or submission of proposals or offers from any person (other than each Investor and its respective affiliates) concerning any Acquisition Transaction (as defined in the Tender Support Agreement), or resolve, agree or propose to take any such action.

The rights and obligations of the Issuer and Raging Capital will terminate on the earliest of: (i) November 24, 2016, if the Tender Offer has not commenced by such date, (ii) forty-five (45) days after the commencement of the Tender Offer if the conditions set forth in the definitive documents regarding the Tender Offer are not satisfied or waived by such date, as applicable, unless the Tender Offer has been extended by the Issuer, in which case the forty-five (45) day period shall be extended to allow for the consummation of the Tender Offer within such extended period of time, and (iii) the Issuer providing notice to Raging Capital in writing that it has determined that it will not proceed with, or has determined to terminate the Tender Offer, or that it has modified the terms of the definitive documents regarding the Tender Offer in a way that will materially adversely affect Raging Capital in a manner that is disproportionate to the other holders of Notes participating in the Tender Offer without the prior written consent of Raging Capital.

The Issuer and Raging Capital also agreed that for the next three (3) years, William Martin shall have the right to remain a member of the Issuer’s board of directors; provided, however, that this right shall terminate in the event that Raging Capital and its affiliates cease to beneficially own in the aggregate 10% or more of the issued and outstanding shares of Class A Common Stock.In the event that a vacancy is created at any time as a result of death, disability, retirement, or resignation of Mr. Martin, Raging Capital shall have the right to designate and appoint another person to be a member of the Issuer’s board of directors by providing written notice thereof to the Issuer.

The foregoing description of the Tender Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Tender Support Agreement, a copy of which is referenced as an exhibit hereto and is incorporated herein by reference.

Gulfmark Offshore Inc Institutional Sentiment

Latest Security and Exchange filings show 117 investors own Gulfmark Offshore Inc. The institutional ownership in Q3 2015 is high, at 119.77% of the outstanding shares. This is increased by 3877216 the total institutional shares. 32338652 were the shares owned by these institutional investors. In total 11 funds opened new Gulfmark Offshore Inc stakes, 48 increased stakes. There were 22 that closed positions and 38 reduced them.

Morgan Dempsey Capital Management Llc is an institutional investor bullish on Gulfmark Offshore Inc, owning 137998 shares as of Q3 2015 for 0.30% of its portfolio. Mount Lucas Management Lp owns 27063 shares or 0.02% of its portfolio. VA Aegis Financial Corp have 0.77% of their stock portfolio for 190409 shares. Further, Tieton Capital Management Llc reported stake worth 0.84% of its US stock portfolio. The NJ Raging Capital Management Llc owns 4819655 shares. Gulfmark Offshore Inc is 3.87% of the manager’s US portfolio.

Business Profile

GulfMark Offshore, Inc. provides offshore marine support and transportation services. The Company offers these services to companies engaged in the offshore exploration and production of oil and natural gas. The Company operates in three segments: the North Sea (N. Sea), Southeast Asia (SEA) and the Americas. Its vessels transport materials, supplies and personnel to offshore facilities, as well as move and position drilling and production facilities. The operations are conducted in the North Sea, offshore Southeast Asia and offshore in the Americas. It operates a fleet of over 70 owned or managed offshore supply vessels (OSVs), which include over 30 vessels in the North Sea, over 10 vessels offshore Southeast Asia and over 30 vessels offshore the Americas. Its customers include oil and natural gas companies, independent oil and natural gas exploration and production companies working in international markets, and foreign Government-owned or controlled oil and natural gas companies.

SEC Form 13D is filed within 10 days, by anyone who acquires beneficial ownership of 5%+ of any public firm. Activist investors and practices such as: company breakups, hostile takeovers, and change of control events, are permitted for this form filers. A filer must promptly update its 13D filing in case of acquisition or disposition of 1% or more of the securities that are the subject of the filing.

William C. Martin’s Raging Capital Management website.

Insitutional Activity: The institutional sentiment decreased to 0.3 in 2016 Q2. Its down 0.18, from 0.48 in 2016Q1. The ratio dropped, as 24 funds sold all GulfMark Offshore, Inc. shares owned while 41 reduced positions. 12 funds bought stakes while 19 increased positions. They now own 19.89 million shares or 13.47% less from 22.99 million shares in 2016Q1.

Pinebridge Invs Limited Partnership holds 0% of its portfolio in GulfMark Offshore, Inc. (NYSE:GLF) for 3,025 shares. Global Endowment Management L P has 0.03% invested in the company for 48,100 shares. The Kansas-based Creative Planning has invested 0% in GulfMark Offshore, Inc. (NYSE:GLF). Lmr Partners Ltd Liability Partnership last reported 0.02% of its portfolio in the stock. Guggenheim Capital Ltd Liability Co last reported 0% of its portfolio in the stock. Raymond James Fincl Ser Advsr Inc holds 0% or 32,586 shares in its portfolio. Raging Cap Mngmt Ltd Llc has 5.11 million shares for 2.46% of their US portfolio. Manufacturers Life Insur The reported 102,134 shares or 0% of all its holdings. Moreover, D E Shaw & Company has 0% invested in GulfMark Offshore, Inc. (NYSE:GLF) for 126,211 shares. Barclays Public Ltd Com holds 5,376 shares or 0% of its portfolio. Deutsche State Bank Ag owns 133,083 shares or 0% of their US portfolio. California Employees Retirement Systems last reported 373,900 shares in the company. Blackrock Institutional Tru Na accumulated 0% or 415,980 shares. Citigroup has 10,970 shares for 0% of their US portfolio. Texas Permanent School Fund has 19,719 shares for 0% of their US portfolio.

Analysts await GulfMark Offshore, Inc. (NYSE:GLF) to report earnings on March, 6. They expect $-0.72 EPS, down 89.47% or $0.34 from last year’s $-0.38 per share. After $-0.91 actual EPS reported by GulfMark Offshore, Inc. for the previous quarter, Wall Street now forecasts -20.88% EPS growth.

The stock decreased 5.45% or $0.08 on November 28, hitting $1.3. About 502,045 shares traded hands or 105.70% up from the average. GulfMark Offshore, Inc. (NYSE:GLF) has declined 76.92% since April 25, 2016 and is downtrending. It has underperformed by 82.94% the S&P500.

GulfMark Offshore, Inc. provides offshore marine support and transportation services. The company has a market cap of $32.68 million. The Firm offers these services to companies engaged in the offshore exploration and production of oil and natural gas. It currently has negative earnings. The Firm operates in three divisions: the North Sea (N.

GulfMark Offshore, Inc. (NYSE:GLF) Ratings Coverage

Out of 3 analysts covering Gulfmark Offshore (NYSE:GLF), 0 rate it a “Buy”, 1 “Sell”, while 2 “Hold”. This means 0 are positive. $7 is the highest target while $4 is the lowest. The $5.67 average target is 336.15% above today’s ($1.3) stock price. Gulfmark Offshore has been the topic of 5 analyst reports since November 3, 2015 according to StockzIntelligence Inc. The stock of GulfMark Offshore, Inc. (NYSE:GLF) has “Sector Perform” rating given on Tuesday, November 10 by Iberia Capital Partners. The company was maintained on Wednesday, March 2 by iBERIA Capital Partners. The company was downgraded on Tuesday, March 8 by Clarkson Platou.

More recent GulfMark Offshore, Inc. (NYSE:GLF) news were published by: Seekingalpha.com which released: “GulfMark Offshore To Restructure Its Debt Obligations” on November 25, 2016. Also Fool.com published the news titled: “Why GulfMark Offshore, Inc. (GLF) Stock Got Smacked Down 15%” on April 21, 2015. Moodys.com‘s news article titled: “Moody’s downgrades GulfMark Offshore to Caa3; negative outlook” with publication date: February 24, 2016 was also an interesting one.

According to Zacks Investment Research, “GulfMark Offshore, Inc. is a corporation that provides offshore marine services primarily to companies involved in offshore exploration and production of oil and natural gas. Their vessels transport drilling materials, supplies and personnel to offshore facilities, as well as move and position drilling structures.”

GLF Company Profile

GulfMark Offshore, Inc., incorporated on October 13, 2009, provides offshore marine support and transportation services. The Firm offers these services to companies engaged in the offshore exploration and production of oil and natural gas. The Firm operates in three divisions: the North Sea (N. Sea), Southeast Asia (SEA) and the Americas. The Company’s vessels transport materials, supplies and personnel to offshore facilities, as well as move and position drilling and production facilities. The activities are conducted in the North Sea, offshore Southeast Asia and offshore in the Americas. It operates a fleet of over 70 owned or managed offshore supply vessels (OSVs), which include over 30 vessels in the North Sea, approximately 10 vessels offshore Southeast Asia and over 30 vessels offshore the Americas. The Company’s clients include oil and natural gas companies, independent oil and natural gas exploration and production companies working in international markets, and foreign Government-owned or controlled oil and natural gas companies. Additionally, its clients include companies that provide logistic, construction and other services to such oil and natural gas companies and foreign Government organizations. In addition to the vessels it owns, the Company manages vessels for third-party owners, providing support services ranging from chartering assistance to full operational management.

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