-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQCQgAM1w/cEy9mf4rWrHz2PZppyCY/V3/Hbi43RwfLhxq0H/xf56RmOxER+4ql4 rJZH+dTHvPgGQYSz4AH+Ag== 0000950127-04-001047.txt : 20041118 0000950127-04-001047.hdr.sgml : 20041118 20041118162745 ACCESSION NUMBER: 0000950127-04-001047 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STOLT OFFSHORE S A CENTRAL INDEX KEY: 0000898685 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21742 FILM NUMBER: 041155256 BUSINESS ADDRESS: STREET 1: C/O STOLT COMEX SEAWAY MS LTD STREET 2: BUCKSBURN HOUSE HOWES RD BUCKSBURN CITY: ABERDEEN STATE: L2 ZIP: AB21 9RQ BUSINESS PHONE: 2036253667 MAIL ADDRESS: STREET 1: C/O STOLT COMEX SEAWAY M S LTD STREET 2: BUCKSBURN HOUSE HOWES ROAD BUCKSBURN CITY: ABERDEEN STATE: L2 ZIP: AB21 9RQ FORMER COMPANY: FORMER CONFORMED NAME: STOLT COMEX SEAWAY S A DATE OF NAME CHANGE: 19930315 6-K 1 form6-k.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November, 2004 Commission File Number: 000-21742 Stolt Offshore S.A. --------------------------------------------- (Translation of registrant's name into English) c/o Stolt Offshore M.S. Ltd. Dolphin House Windmill Road Sunbury-on-Thames Middlesex, TW16 7HT, England ---------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): --- Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ---------- The information furnished pursuant to this Form 6-K shall be deemed to be incorporated by reference into the Registration Statement on Form F-3 (No. 333-86288) of Stolt Offshore S.A. (the "Company") and to be a part of such registration statement from the date of the filing thereof, to the extent not superseded by documents or reports subsequently filed. On November 9, 2004, our wholly owned subsidiary, Seaway (UK) Limited, entered into a new $350 million multicurrency revolving credit and guarantee facility with a consortium of banks, led by DnB NOR Bank ASA, ING Bank N.V. and NIB Capital Bank N.V. as arrangers. This facility, together with existing cash balances, will be used (i) to refinance the Company's existing credit facilities, including a $440 million secured multi-currency revolving credit facility, a $55/$45 million credit/guarantee facility, a $44 million secured guarantee facility, a $100 million secured bank guarantee facility and a $50 million unsecured bonding facility; and (ii) for general corporate purposes, including the issuance of guarantees to support contract performance obligations and other operating requirements. The facility provides for revolving loans of up to $175 million during the first three years, up to $150 million for the fourth year reducing to $125 million for the fifth year until November 9, 2009. Other mandatory reductions in the facility will occur (subject to cure provisions) if the valuations of the vessels (or a loss of a vessel) shall result in the asset coverage of the outstanding and available amounts under the facility to be less than 120%. Borrowings under the facility may be made in minimum increments of $5 million subject to the satisfaction of certain customary conditions precedent. In addition, the facility provides that performance guarantees can be issued until final maturity of the facility. At final maturity, all performance guarantees must either expire on or before May 9, 2011 or be replaced or cash collateralized. As of November 10, 2004, $60 million had been drawn under the part of the facility available for cash advances and $94 million of guarantees issued under the part of the facility available for guarantee issuances. The amounts drawn under the facility are guaranteed by the Company and all of its material operating companies and ship owning companies. The facility is secured by a first priority mortgage on most group vessels owned by such ship owning guarantors, as well as an assignment of earnings, insurances and requisition compensation with respect to such vessels. The value of the vessels pledged in support of the facility as of the close of such facility is approximately $500 million. The facility contains certain financial covenants in respect of a minimum level of tangible net worth, a maximum level of net debt to EBITDA, a maximum level of total financial debt to tangible net worth and a minimum level of cash and cash equivalents. The Company must meet the requirements of the financial covenants on a consolidated basis in quarterly intervals ending February 28, May 31, August 31 and November 30 of each year. The facility also contains negative pledges with respect to accounts receivable and cash. Interest on the facility is payable at LIBOR plus a margin which will be linked to the ratio of the Company's debt to earnings before interest, taxes, depreciation and amortization and which may range from 1.0% to 2.375% per year. The fee applicable for performance guarantees will be linked to the same ratio and may range from 0.5% per year to 1.1875% per year. The facility contains representations, affirmative covenants and negative covenants (in addition to the financial covenants listed above) which are customary for transactions of this nature and consistent with past practice and such covenants specifically, without limitation, limit disposal of the pledged vessels, mergers or transfers, granting of encumbrances on pledged property, incurrence of other indebtedness, investments and loans, distributions to shareholders and cash and cash equivalents that are permitted to be held by non-obligors. The facility also contains events of default which include payment defaults (subject to a 3 day grace period), breach of covenants, breach of operational covenants, breach of other obligations, breach of representations and warranties, insolvency proceedings, insolvency events, illegality, unenforceability, conditions subsequent, curtailment of business, claims against an obligor's assets, appropriation of an obligor's assets, final judgments, cross-defaults to other indebtedness in excess of $5 million, change of our executive management, failure to maintain exchange listing, material adverse change, auditor's qualification, repudiation and material litigation. Attached herewith is a press release, dated November 9, 2004, announcing the completion of the Company's debt and guarantee refinancing. Certain statements contained in the information furnished pursuant to this Form 6-K may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "should," "seek," and similar expressions. The forward-looking statements reflect the Company's current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in the Company's public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from the Company's forward-looking statements: the terms, conditions and amount of the Company's indebtedness; the Company's ability to restructure its indebtedness and obtain additional bonding facilities; the Company's ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which the Company operates; the Company's relationship with significant customers; the outcome of legal proceedings or governmental inquiries; uncertainties inherent in operating internationally; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond the Company's ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. 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, thereunto duly authorized. STOLT OFFSHORE S.A. Date: November 18, 2004 By: /s/Alan B. Winsor ---------------------------------- Name: Alan B. Winsor Title: Attorney-in-Fact EX-99.1 2 exh_99-1.txt PRESS RELEASE Stolt Offshore S.A. [GRAPHIC OMITTED] NEWS RELEASE Stolt Offshore S.A. Completes Debt and Guarantee Refinancing London, England - November 10, 2004 - Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO), today announced the signing of a $350 million, five year secured revolving credit and guarantee facility which is underwritten by a consortium of banks led by ING, DnB NOR and NIB Capital. The facility will comprise an overall credit availability of $350 million with a sub-limit of $175 million for debt. The facility, together with existing cash balances, will initially be used to refinance $280 million of debt under existing term facilities, the largest element of which would have matured in September 2005. Immediately following financial close, gross debt is expected to be reduced from $280 million to approximately $60 million with remaining cash balances of approximately $75 million (including consolidated Joint Venture balances). In addition, existing secured performance bonds of approximately $94 million will be refinanced, with other facilities being retired. Pricing of the facility is based around EBITDA performance of the Stolt Offshore Group and is expected to deliver lower debt service costs in 2005 and beyond. Stuart Jackson, Chief Financial Officer said "The completion of this refinancing draws to a close the process of balance sheet restructuring which has taken place in 2004. The Company now has sufficient guarantee and working capital facilities for the foreseeable future and we are particularly pleased to see long standing bank support, as well as new entrants, providing financing to Stolt Offshore." ******************************************************************************** Stolt Offshore is a leading offshore contractor to the oil and gas industry, specialising in technologically sophisticated deepwater engineering, flowline and pipeline lay, construction, inspection and maintenance services. The Company operates in Europe, the Middle East, West Africa, Asia Pacific, and the Americas ******************************************************************************** Forward-Looking Statements: Certain statements made in this press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "project", "will", "should", "seek", and similar expressions. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: the terms, conditions and amount of our indebtedness; our ability to restructure our indebtedness; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant customers; the outcome of legal proceedings; uncertainties inherent in operating internationally; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. Contacts: Julian Thomson / Fiona Harris Stolt Offshore S.A. UK +44 1224 718436 US +1 877 603 0267 (toll free) julian.thomson@stoltoffshore.com fiona.harris@stoltoffshore.com Patrick Handley (UK) / Ellen Gonda (US) Brunswick Group UK +44 207 404 5959 US +1 212 333 3810 phandley@brunswickgroup.com e.gonda@brunswickgroup.com -----END PRIVACY-ENHANCED MESSAGE-----