UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
As previously disclosed, Gulf Island Fabrication, Inc. (the “Company”) entered into a senior secured, super-priority debtors-in-possession credit agreement, dated March 6, 2025 (as amended, the “DIP Credit Agreement”), as lender, with ENGlobal Corporation (“ENGlobal”) as debtor-in-possession, and certain of ENGlobal’s subsidiaries as guarantors. Under the DIP Credit Agreement, the Company agreed to lend ENGlobal up to $2.5 million in the aggregate, including the roll-up of a prepetition secured bridge loan (as amended, the “DIP Loan”). The DIP Credit Agreement was provided in connection with ENGlobal’s filing for chapter 11 bankruptcy relief pending before the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), which commenced on March 5, 2025.
On May 27, 2025, the Bankruptcy Court approved an amendment to the DIP Credit Agreement to increase the maximum aggregate DIP Loan amount to $3.5 million, and at June 16, 2025, the maximum amount available under the DIP Credit Agreement had been loaned to ENGlobal.
Further, as previously disclosed, on April 15, 2025, the parties entered into an asset purchase agreement (as amended, the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company completed the acquisition of certain assets (including contracts) and assumed certain related liabilities of ENGlobal’s automation business effective May 12, 2025, and its engineering and government services businesses effective June 16, 2025 (collectively, the “Acquisition”). In connection with the Acquisition, the Company “credit bid” the full amount outstanding under the DIP Loan.
In addition, as previously disclosed, on April 10, 2025, the Company entered into a loan sale and assignment agreement with Alliance 2000, Ltd. (“Alliance”), a creditor of ENGlobal, pursuant to which the Company assumed Alliance’s senior secured loan of $2.4 million due from ENGlobal in exchange for a cash payment of $1.5 million to Alliance. Accordingly, at June 16, 2025, the total cash payments made by the Company in connection with the Acquisition totaled $5.0 million (exclusive of transaction costs), of which $1.2 million was paid during the first quarter 2025 and the remainder was paid during the second quarter 2025.
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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GULF ISLAND FABRICATION, INC. |
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By: |
/s/ Westley S. Stockton |
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Westley S. Stockton |
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Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) |
Dated: |
June 17, 2025 |
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