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OMEX > SEC Filings for OMEX > Form 8-K on 18-Jul-2012All Recent SEC Filings

Show all filings for ODYSSEY MARINE EXPLORATION INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ODYSSEY MARINE EXPLORATION INC


18-Jul-2012

Entry into a Material Definitive Agreement, Results of Operations


Item 1.01. Entry Into a Material Definitive Agreement.

The disclosure set forth below under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01.



Item 2.02. Results of Operations and Financial Condition.

On July 18, 2012, Odyssey Marine Exploration, Inc. (the "Company") issued a press release setting the announcement date for release of the Company's results of operations for the second fiscal quarter ended June 30, 2012, and providing preliminary estimates of such quarterly results.

The above description is qualified by reference to the Company's press release, dated July 18, 2012, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this filing, regardless of any general incorporation language in such filing.



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

On July 9, 2012, Odyssey Marine Exploration, Inc. entered into a project term loan agreement with Fifth Third Bank that provides a credit facility of up to $10.0 million. The facility will mature on January 31, 2013. The term loan bears interest at a floating rate equal to the one month LIBOR rate plus 500 basis points. Odyssey may make prepayments in whole or in part without premium or penalty. An origination fee of $50,000 was payable at closing. A restricted cash deposit of $500,000 would be required to cover any potential interest payments if the full amount of the term loan is advanced.

The term loan will be secured by approximately $15.0 million worth of silver recovered from either the SS Gairsoppa or the SS Mantola shipwreck projects. The Company is required to comply with a number of customary covenants. Advances against the term loan of $5.0 million can be requested when at least $10.0 million worth of silver has been recovered, and a second advance of $5.0 million can be requested when at least $15.0 million worth of silver in total is delivered to the port of entry. The proceeds of the credit facility will be used to fund the project recovery costs. The Company took a $10 million draw against the facility on July 17, 2012.



Item 8.01. Other Events

The company issued a press release on July 18, 2012 announcing the recovery of silver cargo from the Gairsoppa. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(c) Exhibits.

99.1 Press Release dated July 18, 2012 setting earnings announcement date, and providing preliminary estimates.

99.2 Press Release dated July 18, 2012 announces recovery of first load of silver cargo from three miles deep.


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