The Republic of the Marshall Islands
(State or other jurisdiction of incorporation or organization)
|
N/A
(I.R.S. Employer Identification Number)
|
16 Grigoriou Lambraki Street,
2
nd
Floor, 166 74 Glyfada, Athens, Greece
011-30 210 9638404
|
Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
(Address and telephone number of Registrant's principal executive offices)
|
(Name, address and telephone number of agent
for service)
|
Title of Each Class of
Securities to be Registered |
Amount
to be Registered (1) |
Proposed Maximum
Aggregate Offering Price (1)(2) |
Amount of
Registration Fee (3) |
|||
Common Stock, par value $0.0001 per share
|
||||||
Preferred Stock, par value $0.0001 per share
|
||||||
Debt Securities (4)
|
||||||
Warrants (5)
|
||||||
Purchase Contracts (6)
|
||||||
Rights (7)
|
||||||
Units (8)
|
||||||
Total
|
$200,000,000
|
$
23,240
|
||||
(1) | Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $200,000,000. Also includes such indeterminate amount of debt securities and shares of common stock and preferred stock as may be issued upon conversion or exchange for any other debt securities or preferred stock that provide for conversion or exchange into other securities. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to General Instruction II.C of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold by Seanergy Maritime Holdings Corp. pursuant to this registration statement exceed $200,000,000. |
(3) | Calculated in accordance with Rule 457(o) under the Securities Act of 1933. |
(4) | If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $200,000,000. |
(5) | There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $200,000,000. |
(6) | There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $200,000,000. |
(7) | There is being registered hereunder an indeterminate number of rights as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $200,000,000. |
(8) | There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $200,000,000. Units may consist of any combination of the securities registered hereunder. |
(1)
|
shares of our common stock;
|
(2)
|
shares of our preferred stock;
|
(3)
|
our debt securities;
|
(4)
|
our warrants;
|
(5)
|
our purchase contracts;
|
|
(5)
|
our rights; and
|
(6)
|
our units.
|
SUMMARY
|
1
|
RISK FACTORS
|
3
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
4
|
RATIO OF EARNINGS TO FIXED CHARGES
|
6
|
USE OF PROCEEDS
|
7
|
CAPITALIZATION
|
8
|
DILUTION
|
9
|
PRICE RANGE OF SHARES OF COMMON STOCK
|
10
|
PLAN OF DISTRIBUTION
|
11
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
13
|
DESCRIPTION OF CAPITAL STOCK
|
14
|
DESCRIPTION OF DEBT SECURITIES
|
17
|
DESCRIPTION OF WARRANTS
|
27
|
DESCRIPTION OF PURCHASE CONTRACTS
|
28
|
DESCRIPTION OF RIGHTS
|
29
|
DESCRIPTION OF UNITS
|
30
|
EXPENSES
|
31
|
LEGAL MATTERS
|
31
|
EXPERTS
|
31
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
31
|
·
|
the failure of securities analysts to publish research about us after this offering, or analysts making changes in their financial estimates;
|
·
|
announcements by us or our competitors of significant contracts, acquisitions or capital commitments;
|
·
|
variations in quarterly operating results;
|
·
|
general economic conditions;
|
·
|
terrorist or piracy acts;
|
·
|
future sales of our common shares or other securities; and
|
·
|
investors' perception of us and the international containership sector.
|
·
|
our existing shareholders' proportionate ownership interest in us will decrease;
|
·
|
the amount of cash available for dividends payable on our common shares may decrease;
|
·
|
the relative voting strength of each previously outstanding common share may be diminished; and
|
·
|
the market price of our common shares may decline.
|
· | our ability to continue as a going concern; |
· | our future operating or financial results; |
· | our financial condition and liquidity, including our ability to pay amounts that we owe, obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities; |
· | our ability to come to a satisfactory resolution with our lenders in our ongoing debt restructuring process; |
· | our ability to pay dividends in the future; |
· | shipping industry trends, including charter rates and factors affecting vessel supply and demand; |
· | future, pending or recent acquisitions and disposition, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; |
· | the useful lives and changes in the value of our vessels and their impact on our compliance with loan covenants; |
· | availability of crew, number of off-hire days, classification survey requirements and insurance costs; |
· | global and regional economic and political conditions; |
· | our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships and Fidelity; |
· | changes in seaborne and other transportation patterns; |
· | changes in governmental rules and regulations or actions taken by regulatory authorities; |
· | potential liability from future litigation and incidents involving our vessels; |
· | acts of terrorism and other hostilities; |
· | the number of newbuildings under construction in the dry bulk industry; |
· | future charter hire rates and vessel values; |
· | loss of our customers, charters or vessels; |
· | the aging of our fleet and increases in operating costs; and |
· | damage to our vessels. |
Year Ended December 31,
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Earnings / (Loss):
|
||||||||||||||||||||
Net income / (loss) before taxes
|
$
|
80,348
|
$
|
10,906
|
$
|
(193,770
|
)
|
$
|
(197,716
|
)
|
$
|
1,701
|
||||||||
Add: Fixed charges
|
1,569
|
8,475
|
12,491
|
13,301
|
12,525
|
|||||||||||||||
Less: Interest capitalized
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total Earnings / (loss)
|
$
|
81,917
|
$
|
19,381
|
$
|
(181,279
|
)
|
$
|
(184,415
|
)
|
$
|
14,226
|
||||||||
Fixed Charges
|
||||||||||||||||||||
Interest expensed and capitalized
|
$
|
1,207
|
$
|
7,219
|
$
|
11,854
|
$
|
12,256
|
$
|
11,337
|
||||||||||
Amortization and write-off of capitalized expenses related to indebtedness
|
246
|
1,090
|
466
|
657
|
738
|
|||||||||||||||
Interest component of rental expense (3)
|
116
|
166
|
171
|
388
|
450
|
|||||||||||||||
Total Fixed Charges
|
$
|
1,569
|
$
|
8,475
|
$
|
12,491
|
$
|
13,301
|
$
|
12,525
|
||||||||||
Ratio of Earnings to Fixed Charges
(2)
|
52.21
|
x
|
2.29
|
x
|
-
|
-
|
1.14
|
x
|
||||||||||||
Dollar amount of the coverage deficiency
|
N/
|
A
|
N/
|
A
|
193,770
|
197,716
|
N/
|
A
|
(1)
|
We have not issued any preferred stock as of the date of this prospectus.
|
(2)
|
For purposes of computing the consolidated ratio of earnings to fixed charges, "earnings" consist of pre-tax income from continuing operations prepared under U.S. GAAP plus fixed charges and "fixed charges" represent interest incurred and amortization of deferred financing costs.
The consolidated ratio of earnings to fixed charges is a ratio that we are required to present in this prospectus supplement and has been calculated in accordance with SEC rules and regulations. This ratio has no application to our credit facilities, and we believe is not a ratio generally used by investors to evaluate our overall operating performance.
|
(3)
|
The interest component of rental expense is estimated to equal 1/3 of such expense, which is considered reasonable approximation of the interest factor.
|
For the Year Ended December 31,
|
High
|
Low
|
||||||
2010
|
$
|
44.85
|
$
|
13.50
|
||||
2011
|
$
|
14.84
|
$
|
2.06
|
||||
2012
|
$
|
4.23
|
$
|
1.09
|
||||
2013
|
$
|
2.46
|
$
|
0.80
|
||||
2014
|
$
|
1.99
|
$
|
0.83
|
||||
For the Quarter Ended
|
||||||||
March 31, 2015
|
$
|
0.90
|
$
|
0.65
|
||||
March 31, 2014
|
$
|
1.99
|
$
|
1.31
|
||||
June 30, 2014
|
$
|
1.78
|
$
|
1.28
|
||||
September 30, 2014
|
$
|
1.83
|
$
|
1.35
|
||||
December 31, 2014
|
$
|
1.76
|
$
|
0.83
|
||||
March 31, 2013
|
$
|
2.46
|
$
|
1.13
|
||||
June 30, 2013
|
$
|
2.04
|
$
|
1.32
|
||||
September 30, 2013
|
$
|
2.25
|
$
|
1.30
|
||||
December 31, 2013
|
$
|
2.10
|
$
|
0.80
|
For the Month Ended
|
High
|
Low
|
||||||
December 2014
|
$
|
1.24
|
$
|
0.83
|
||||
January 2015
|
$
|
0.90
|
$
|
0.65
|
||||
February 2015
|
$
|
0.83
|
$
|
0.73
|
||||
March 2015
|
$
|
0.90
|
$
|
0.71
|
||||
April 2015
|
$
|
0.82
|
$
|
0.70
|
||||
May 2015
|
$
|
0.75
|
$
|
0.67
|
||||
June 1, 2015 through June 25, 2015
|
$
|
0.67 |
$
|
0.56 |
· | a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
· | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or |
· | ordinary brokerage transactions and transactions in which a broker solicits purchasers. |
· | enter into transactions involving short sales of our shares of common stock by broker-dealers; |
· | sell shares of common stock short themselves and deliver the shares to close out short positions; |
· | enter into option or other types of transactions that require us to deliver shares of common stock to a broker-dealer, who will then resell or transfer the shares of common stock under this prospectus; or |
· | loan or pledge the shares of common stock to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. |
· | the designation, aggregate principal amount and authorized denominations; |
· | the issue price, expressed as a percentage of the aggregate principal amount; |
· | the maturity date; |
· | the interest rate per annum, if any; |
· | if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates; |
· | any optional or mandatory sinking fund provisions or exchangeability provisions; |
· | the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period and other conversion provisions; |
· | the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions; |
· | if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable; |
· | if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy; |
· | any events of default not set forth in this prospectus; |
· | the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America; |
· | if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made; |
· | whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may be made; |
· | if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture; |
· | if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined; |
· | any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture; |
· | whether the offered debt securities will be issued in the form of global securities or certificates in registered or bearer form; |
· | any terms with respect to subordination; |
· | any listing on any securities exchange or quotation system; |
· | additional provisions, if any, related to defeasance and discharge of the offered debt securities; and |
· | the applicability of any guarantees. |
· | all capitalized lease obligations; |
· | all hedging obligations; |
· | all obligations representing the deferred purchase price of property; and |
· | all deferrals, renewals, extensions and refundings of obligations of the type referred to above; |
· | but senior debt does not include: |
· | subordinated debt securities; and |
· | any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities. |
· | that we will duly and punctually pay the principal of and interest, if any, on the offered debt securities in accordance with the terms of such debt securities and the applicable indenture; |
· | that so long as any offered debt securities are outstanding, we will (i) file with the SEC within the time periods prescribed by its rules and regulations and (ii) furnish to the trustee and holders of the offered debt securities all quarterly and annual financial information required to be furnished or filed with the SEC pursuant to Section 13 and 15(d) of the Exchange Act and with respect to the annual consolidated financial statements only, a report thereon by our independent auditors; |
· | that we will deliver to the trustee after the end of each fiscal year a compliance certificate as to whether we have kept, observed, performed and fulfilled our obligations and each and every covenant contained under the applicable indenture; |
· | that we will deliver to the trustee written notice of any event of default, with the exception of any payment default that has not given rise to a right of acceleration under the indenture; |
· | that we will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, which may affect the covenants or the performance of the indenture or the offered debt securities; |
· | that we will do or cause to be done everything necessary to preserve and keep in full force and effect our corporate existence and the corporate, partnership or other existence of certain of our subsidiaries whose preservation is determined to be desirable by our board of directors and material to the holders; |
· | that we will, and we will cause each of our subsidiaries to, pay prior to delinquency all taxes, assessments and governmental levies, except as contested in good faith and by appropriate proceedings; |
· | that in the event we are required to pay additional interest to holders of our debt securities, we will provide notice to the trustee, and where applicable, the paying agent, of our obligation to pay such additional interest prior to the date on which any such additional interest is scheduled to be paid; and |
· | that we will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of the indenture. |
· | the ability of us or our subsidiaries to incur either secured or unsecured debt, or both; |
· | the ability to make certain payments, dividends, redemptions or repurchases; |
· | our ability to create dividend and other payment restrictions affecting our subsidiaries; |
· | our ability to make investments; |
· | mergers and consolidations by us or our subsidiaries; |
· | sales of assets by us; |
· | our ability to enter into transactions with affiliates; |
· | our ability to incur liens; and |
· | sale and leaseback transactions. |
· | changes the amount of securities whose holders must consent to an amendment, supplement or waiver; |
· | reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities; |
· | reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation; |
· | waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration); |
· | makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security; |
· | makes any change with respect to holders' rights to receive principal and interest, certain modifications affecting shareholders or certain currency-related issues; or |
· | waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities |
· | default in any payment of interest when due which continues for 30 days; |
· | default in any payment of principal or premium at maturity; |
· | default in the deposit of any sinking fund payment when due; |
· | default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default; |
· | default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and |
· | events of bankruptcy, insolvency or reorganization. |
· | the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility; |
· | we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or |
· | there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series. |
· | the title of such warrants; |
· | the aggregate number of such warrants; |
· | the price or prices at which such warrants will be issued; |
· | the number and type of our securities purchasable upon exercise of such warrants; |
· | the price at which our securities purchasable upon exercise of such warrants may be purchased; |
· | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
· | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
· | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
· | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
· | information with respect to book-entry procedures, if any; |
· | if applicable, a discussion of any material United States federal income tax considerations; and |
· | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
· | the exercise price for the rights; |
· | the number of rights issued to each stockholder; |
· | the extent to which the rights are transferable; |
· | any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights; |
· | the date on which the right to exercise the rights will commence and the date on which the right will expire; |
· | the amount of rights outstanding; |
· | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and |
· | the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering. |
· | the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred stock and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
· | a description of the terms of any unit agreement governing the units; |
· | if applicable, a discussion of any material U.S. federal income tax considerations; and |
· | a description of the provisions for the payment, settlement, transfer or exchange or the units. |
SEC registration fee
|
$
|
23,240
|
||
FINRA filing fee
|
$
|
30,500
|
||
Nasdaq listing fee
|
$
|
*
|
||
Legal fees and expenses
|
$
|
*
|
||
Accounting fees and expenses
|
$
|
*
|
||
Printing and engraving expenses
|
$
|
*
|
||
Transfer agent and registrar fees
|
$
|
*
|
||
Indenture trustee fees and expenses
|
$
|
*
|
||
Blue sky fees and expenses
|
$
|
*
|
||
Miscellaneous
|
$
|
*
|
||
Total
|
$
|
*
|
||
*
|
To be provided by a prospectus supplement or as an exhibit to Report on Form 6-K that is incorporated by reference into this registration statement.
|
•
|
Our Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed with the SEC on April 21, 2015, and our Annual Report on Form 20-F/A filed with the SEC on April 30, 2015.
|
|
•
|
Our Form 8-A12B, filed with the SEC on September 19, 2007, registering our common shares, par value $0.0001 per share, under Section 12(b) of the Exchange Act, and any amendment filed thereto.
|
(1) | Actions not by or in right of the corporation . A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful. |
(2) | Actions by or in right of the corporation . A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. |
(3) | When director or officer successful . To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. |
(4) | Payment of expenses in advance . Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. |
(5) | Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. |
(6) | Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(7) | Insurance . A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. |
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished,
provided
, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i)
|
If the registrant is relying on Rule 430B:
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(6)
|
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
(c)
|
– (d) Not applicable.
|
(e)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest Annual Report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
|
(f)
|
– (g) Not applicable.
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
(i)
|
Not applicable.
|
(j)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
|
(k)
|
– (l) Not applicable.
|
SEANERGY MARITIME HOLDINGS CORP.
|
|||
By:
|
/s/ Stamatis Tsantanis
|
||
Name:
|
Stamatis Tsantanis
|
||
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
/s/ Stamatis Tsantanis
Stamatis Tsantanis
|
Director, Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board (principal executive financial and accounting officer)
|
/s/ Christina Anagnostara
Christina Anagnostara
|
Director
|
/s/ Dimitris Anagnostopoulos
Dimitris Anagnostopoulos
|
Director
|
/s/ Elias M. Culucundis
Elias M. Culucundis
|
Director
|
PUGLISI & ASSOCIATES
|
||||
By:
|
/s/ DONALD J. PUGLISI
|
|||
Name:
|
Donald J. Puglisi
|
|||
Title:
|
Managing Director
|
Exhibit
Number
|
Description
|
1.1
|
Form of Underwriting Agreement (for equity securities)*
|
1.2
|
Form of Underwriting Agreement (for debt securities)*
|
4.1
|
Form of Common Stock Certificate of the Company (1)
|
4.2
|
Form of Warrant*
|
4.3
|
Form of Preferred Share Certificate*
|
4.4
|
Form of Senior Debt Securities Indenture
|
4.5
|
Form of Subordinated Debt Securities Indenture
|
4.6
|
Form of Purchase Contract*
|
4.7
|
Form of Rights Agreement*
|
4.8
|
Form of Unit Agreement*
|
5.1
|
Opinion of Seward & Kissel LLP counsel to the Company as to the validity of the common shares, preferred shares, debt securities, warrants, purchase contracts and units
|
23.1
|
Consent of Seward & Kissel (included in Exhibit 5.1)*
|
23.2
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
Power of Attorney (contained on signature page)
|
25.1
|
Form of T-1 Statement of Eligibility (senior indenture)*
|
25.2
|
Form of T-1 Statement of Eligibility (subordinated indenture)*
|
*
|
To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this registration statement.
|
(1)
|
Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form F-1 (Registration No. 333-154952), filed on November 11, 2008, as amended.
|
|
|
|
|
PAGE
|
|
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
|
|
1
|
|
||
SECTION 1.01.
|
|
Definitions.
|
|
|
1
|
|
SECTION 1.02.
|
|
Other Definitions.
|
|
|
5
|
|
SECTION 1.03.
|
|
Incorporation by Reference of Trust Indenture Act.
|
|
|
5
|
|
SECTION 1.04.
|
|
Rules of Construction.
|
|
|
6
|
|
ARTICLE II THE SECURITIES
|
|
|
6
|
|
||
SECTION 2.01.
|
|
Issuable in Series.
|
|
|
6
|
|
SECTION 2.02.
|
|
Establishment of Terms of Series of Securities.
|
|
|
7
|
|
SECTION 2.03.
|
|
Execution and Authentication.
|
|
|
9
|
|
SECTION 2.04.
|
|
Registrar and Paying Agent.
|
|
|
10
|
|
SECTION 2.05.
|
|
Paying Agent to Hold Money in Trust.
|
|
|
10
|
|
SECTION 2.06.
|
|
Securityholder Lists.
|
|
|
11
|
|
SECTION 2.07.
|
|
Transfer and Exchange.
|
|
|
11
|
|
SECTION 2.08.
|
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
|
|
12
|
|
SECTION 2.09.
|
|
Outstanding Securities.
|
|
|
12
|
|
SECTION 2.10.
|
|
Treasury Securities.
|
|
|
13
|
|
SECTION 2.11.
|
|
Temporary Securities.
|
|
|
13
|
|
SECTION 2.12.
|
|
Cancellation.
|
|
|
13
|
|
SECTION 2.13.
|
|
Defaulted Interest.
|
|
|
14
|
|
SECTION 2.14.
|
|
Global Securities.
|
|
|
14
|
|
SECTION 2.15.
|
|
CUSIP Numbers.
|
|
|
16
|
|
ARTICLE III REDEMPTION
|
|
|
16
|
|
||
SECTION 3.01.
|
|
Notice to Trustee.
|
|
|
16
|
|
SECTION 3.02.
|
|
Selection of Securities to be Redeemed.
|
|
|
16
|
|
SECTION 3.03.
|
|
Notice of Redemption.
|
|
|
17
|
|
SECTION 3.04.
|
|
Effect of Notice of Redemption.
|
|
|
17
|
|
SECTION 3.05.
|
|
Deposit of Redemption Price.
|
|
|
18
|
|
SECTION 3.06.
|
|
Securities Redeemed in Part.
|
|
|
18
|
|
|
|
|
|
PAGE
|
|
|
ARTICLE IV COVENANTS
|
|
|
18
|
|
||
SECTION 4.01.
|
|
Payment of Principal and Interest.
|
|
|
18
|
|
SECTION 4.02.
|
|
SEC Reports.
|
|
|
18
|
|
SECTION 4.03.
|
|
Compliance Certificate.
|
|
|
19
|
|
SECTION 4.04.
|
|
Stay, Extension and Usury Laws.
|
|
|
20
|
|
SECTION 4.05.
|
|
Corporate Existence.
|
|
|
20
|
|
SECTION 4.06.
|
|
Taxes.
|
|
|
20
|
|
SECTION 4.07.
|
|
Additional Interest Notice.
|
|
|
20
|
|
SECTION 4.08.
|
|
Further Instruments and Acts.
|
|
|
20
|
|
ARTICLE V SUCCESSORS
|
|
|
21
|
|
||
SECTION 5.01.
|
|
When Company May Merge, Etc.
|
|
|
21
|
|
SECTION 5.02.
|
|
Successor Corporation Substituted.
|
|
|
21
|
|
ARTICLE VI DEFAULTS AND REMEDIES
|
|
|
21
|
|
||
SECTION 6.01.
|
|
Events of Default.
|
|
|
21
|
|
SECTION 6.02.
|
|
Acceleration of Maturity; Rescission and Annulment.
|
|
|
23
|
|
SECTION 6.03.
|
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
|
|
25
|
|
SECTION 6.04.
|
|
Trustee May File Proofs of Claim.
|
|
|
25
|
|
SECTION 6.05.
|
|
Trustee May Enforce Claims Without Possession of Securities.
|
|
|
26
|
|
SECTION 6.06.
|
|
Application of Money Collected.
|
|
|
26
|
|
SECTION 6.07.
|
|
Limitation on Suits.
|
|
|
26
|
|
SECTION 6.08.
|
|
Unconditional Right of Holders to Receive Principal and Interest.
|
|
|
27
|
|
SECTION 6.09.
|
|
Restoration of Rights and Remedies.
|
|
|
27
|
|
SECTION 6.10.
|
|
Rights and Remedies Cumulative.
|
|
|
27
|
|
SECTION 6.11.
|
|
Delay or Omission Not Waiver.
|
|
|
27
|
|
SECTION 6.12.
|
|
Control by Holders.
|
|
|
28
|
|
SECTION 6.13.
|
|
Waiver of Past Defaults.
|
|
|
28
|
|
SECTION 6.14.
|
|
Undertaking for Costs.
|
|
|
28
|
|
ARTICLE VII TRUSTEE
|
|
|
29
|
|
||
SECTION 7.01.
|
|
Duties of Trustee.
|
|
|
29
|
|
SECTION 7.02.
|
|
Rights of Trustee.
|
|
|
30
|
|
|
|
|
|
PAGE
|
|
|
SECTION 7.03.
|
|
Individual Rights of Trustee.
|
|
|
31
|
|
SECTION 7.04.
|
|
Trustee's Disclaimer.
|
|
|
31
|
|
SECTION 7.05.
|
|
Notice of Defaults.
|
|
|
31
|
|
SECTION 7.06.
|
|
Reports by Trustee to Holders.
|
|
|
31
|
|
SECTION 7.07.
|
|
Compensation and Indemnity.
|
|
|
32
|
|
SECTION 7.08.
|
|
Replacement of Trustee.
|
|
|
32
|
|
SECTION 7.09.
|
|
Successor Trustee by Merger, etc.
|
|
|
33
|
|
SECTION 7.10.
|
|
Eligibility; Disqualification.
|
|
|
33
|
|
SECTION 7.11.
|
|
Preferential Collection of Claims Against Company.
|
|
|
34
|
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
|
|
34
|
|
||
SECTION 8.01.
|
|
Satisfaction and Discharge of Indenture.
|
|
|
34
|
|
SECTION 8.02.
|
|
Application of Trust Funds; Indemnification.
|
|
|
35
|
|
SECTION 8.03.
|
|
Legal Defeasance of Securities of any Series.
|
|
|
36
|
|
SECTION 8.04.
|
|
Covenant Defeasance.
|
|
|
37
|
|
SECTION 8.05.
|
|
Repayment to Company.
|
|
|
38
|
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
|
|
38
|
|
||
SECTION 9.01.
|
|
Without Consent of Holders.
|
|
|
38
|
|
SECTION 9.02.
|
|
With Consent of Holders.
|
|
|
39
|
|
SECTION 9.03.
|
|
Limitations.
|
|
|
40
|
|
SECTION 9.04.
|
|
Compliance with Trust Indenture Act.
|
|
|
40
|
|
SECTION 9.05.
|
|
Revocation and Effect of Consents.
|
|
|
41
|
|
SECTION 9.06.
|
|
Notation on or Exchange of Securities.
|
|
|
41
|
|
SECTION 9.07.
|
|
Trustee Protected.
|
|
|
41
|
|
SECTION 9.08.
|
|
Effect of Supplemental Indenture.
|
|
|
41
|
|
ARTICLE X MISCELLANEOUS
|
|
|
42
|
|
||
SECTION 10.01.
|
|
Trust Indenture Act Controls.
|
|
|
42
|
|
SECTION 10.02.
|
|
Notices.
|
|
|
42
|
|
SECTION 10.03.
|
|
Communication by Holders with Other Holders.
|
|
|
43
|
|
SECTION 10.04.
|
|
Certificate and Opinion as to Conditions Precedent.
|
|
|
43
|
|
SECTION 10.05.
|
|
Statements Required in Certificate or Opinion.
|
|
|
43
|
|
|
|
|
|
PAGE
|
|
|
SECTION 10.06.
|
|
Record Date for Vote or Consent of Holders.
|
|
|
44
|
|
SECTION 10.07.
|
|
Rules by Trustee and Agents.
|
|
|
44
|
|
SECTION 10.08.
|
|
Legal Holidays.
|
|
|
44
|
|
SECTION 10.09.
|
|
No Recourse Against Others.
|
|
|
44
|
|
SECTION 10.10.
|
|
Counterparts.
|
|
|
45
|
|
SECTION 10.11.
|
|
Governing Laws and Submission to Jurisdiction.
|
|
|
45
|
|
SECTION 10.12.
|
|
No Adverse Interpretation of Other Agreements.
|
|
|
45
|
|
SECTION 10.13.
|
|
Successors.
|
|
|
45
|
|
SECTION 10.14.
|
|
Severability.
|
|
|
45
|
|
SECTION 10.15.
|
|
Table of Contents, Headings, Etc.
|
|
|
46
|
|
SECTION 10.16.
|
|
Securities in a Foreign Currency or in ECU.
|
|
|
46
|
|
SECTION 10.17.
|
|
Judgment Currency.
|
|
|
46
|
|
SECTION 10.18.
|
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
|
|
47
|
|
ARTICLE XI SINKING FUNDS
|
|
|
47
|
|
||
SECTION 11.01.
|
|
Applicability of Article.
|
|
|
47
|
|
SECTION 11.02.
|
|
Satisfaction of Sinking Fund Payments with Securities.
|
|
|
48
|
|
SECTION 11.03.
|
|
Redemption of Securities for Sinking Fund.
|
|
|
48
|
|
Section 310(a)(1)
|
|
7.10
|
(a)(2)
|
|
7.10
|
(a)(3)
|
|
Not Applicable
|
(a)(4)
|
|
Not Applicable
|
(a)(5)
|
|
7.10
|
(b)
|
|
7.10
|
(c)
|
|
Not Applicable
|
Section 311(a)
|
|
7.11
|
(b)
|
|
7.11
|
(c)
|
|
Not Applicable
|
Section 312(a)
|
|
2.06
|
(b)
|
|
10.03
|
(c)
|
|
10.03
|
Section 313(a)
|
|
7.06
|
(b)(1)
|
|
7.06
|
(b)(2)
|
|
7.06
|
(c)(1)
|
|
7.06
|
(d)
|
|
7.06
|
Section 314(a)
|
|
4.02, 10.05
|
(b)
|
|
Not Applicable
|
(c)(1)
|
|
10.04
|
(c)(2)
|
|
10.04
|
(c)(3)
|
|
Not Applicable
|
(d)
|
|
Not Applicable
|
(e)
|
|
10.05
|
(f)
|
|
Not Applicable
|
Section 315(a)
|
|
7.01
|
(b)
|
|
7.05
|
(c)
|
|
7.01
|
(d)
|
|
7.01
|
(e)
|
|
6.14
|
Section 316(a)(1)(A)
|
|
6.12
|
(a)(1)(B)
|
|
6.13
|
(a)(2)
|
|
Not Applicable
|
(b)
|
|
6.13
|
(c)
|
|
10.06
|
Section 317(a)(1)
|
|
6.03
|
(a)(2)
|
|
6.04
|
(b)
|
|
2.05
|
Section 318(a)
|
|
10.01
|
TERM
|
|
DEFINED IN SECTION
|
|
|
"Applicable Law"
|
|
|
10.18
|
|
"Event of Default"
|
|
|
6.01
|
|
"Instrument"
|
|
|
6.01
|
|
"Journal"
|
|
|
10.16
|
|
"Judgment Currency"
|
|
|
10.17
|
|
"Legal Holiday"
|
|
|
10.08
|
|
"mandatory sinking fund payment"
|
|
|
11.01
|
|
"Market Exchange Rate"
|
|
|
10.16
|
|
"New York Banking Day"
|
|
|
10.17
|
|
"optional sinking fund payment"
|
|
|
11.01
|
|
"Paying Agent"
|
|
|
2.04
|
|
"Registrar"
|
|
|
2.04
|
|
"Required Currency"
|
|
|
10.17
|
|
"successor person"
|
|
|
5.01
|
|
"Temporary Securities"
|
|
|
2.11
|
|
[
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]
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Attn: [
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]
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Fax: [
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]
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[
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]
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Attn: [
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]
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Fax: [
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[
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]
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Attn: [
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]
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Fax: [
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]
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[
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]
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Attn: [
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Fax: [
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SEANERGY MARITIME HOLDINGS CORP.
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By:
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Name:
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Its:
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[ ]
as Trustee
|
||||
By:
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Name:
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Its:
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By:
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Name:
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Its:
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[ ]
as Registrar and Paying Agent
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By:
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Name:
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Its:
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By:
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Name:
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Its:
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PAGE
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|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
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|
|
1
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|
||
SECTION 1.01.
|
|
Definitions.
|
|
|
1
|
|
SECTION 1.02.
|
|
Other Definitions.
|
|
|
5
|
|
SECTION 1.03.
|
|
Incorporation by Reference of Trust Indenture Act.
|
|
|
5
|
|
SECTION 1.04.
|
|
Rules of Construction.
|
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|
6
|
|
ARTICLE II THE SECURITIES
|
|
|
6
|
|
||
SECTION 2.01.
|
|
Issuable in Series.
|
|
|
6
|
|
SECTION 2.02.
|
|
Establishment of Terms of Series of Securities.
|
|
|
7
|
|
SECTION 2.03.
|
|
Execution and Authentication.
|
|
|
9
|
|
SECTION 2.04.
|
|
Registrar and Paying Agent.
|
|
|
10
|
|
SECTION 2.05.
|
|
Paying Agent to Hold Money in Trust.
|
|
|
10
|
|
SECTION 2.06.
|
|
Securityholder Lists.
|
|
|
11
|
|
SECTION 2.07.
|
|
Transfer and Exchange.
|
|
|
11
|
|
SECTION 2.08.
|
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
|
|
12
|
|
SECTION 2.09.
|
|
Outstanding Securities.
|
|
|
12
|
|
SECTION 2.10.
|
|
Treasury Securities.
|
|
|
13
|
|
SECTION 2.11.
|
|
Temporary Securities.
|
|
|
13
|
|
SECTION 2.12.
|
|
Cancellation.
|
|
|
13
|
|
SECTION 2.13.
|
|
Defaulted Interest.
|
|
|
14
|
|
SECTION 2.14.
|
|
Global Securities.
|
|
|
14
|
|
SECTION 2.15.
|
|
CUSIP Numbers.
|
|
|
16
|
|
ARTICLE III REDEMPTION
|
|
|
16
|
|
||
SECTION 3.01.
|
|
Notice to Trustee.
|
|
|
16
|
|
SECTION 3.02.
|
|
Selection of Securities to be Redeemed.
|
|
|
16
|
|
SECTION 3.03.
|
|
Notice of Redemption.
|
|
|
17
|
|
SECTION 3.04.
|
|
Effect of Notice of Redemption.
|
|
|
17
|
|
SECTION 3.05.
|
|
Deposit of Redemption Price.
|
|
|
18
|
|
SECTION 3.06.
|
|
Securities Redeemed in Part.
|
|
|
18
|
|
|
|
|
|
PAGE
|
|
|
ARTICLE IV COVENANTS
|
|
|
18
|
|
||
SECTION 4.01.
|
|
Payment of Principal and Interest.
|
|
|
18
|
|
SECTION 4.02.
|
|
SEC Reports.
|
|
|
18
|
|
SECTION 4.03.
|
|
Compliance Certificate.
|
|
|
19
|
|
SECTION 4.04.
|
|
Stay, Extension and Usury Laws.
|
|
|
20
|
|
SECTION 4.05.
|
|
Corporate Existence.
|
|
|
20
|
|
SECTION 4.06.
|
|
Taxes.
|
|
|
20
|
|
SECTION 4.07.
|
|
Additional Interest Notice.
|
|
|
20
|
|
SECTION 4.08.
|
|
Further Instruments and Acts.
|
|
|
20
|
|
ARTICLE V SUCCESSORS
|
|
|
21
|
|
||
SECTION 5.01.
|
|
When Company May Merge, Etc.
|
|
|
21
|
|
SECTION 5.02.
|
|
Successor Corporation Substituted.
|
|
|
21
|
|
ARTICLE VI DEFAULTS AND REMEDIES
|
|
|
21
|
|
||
SECTION 6.01.
|
|
Events of Default.
|
|
|
21
|
|
SECTION 6.02.
|
|
Acceleration of Maturity; Rescission and Annulment.
|
|
|
23
|
|
SECTION 6.03.
|
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
|
|
25
|
|
SECTION 6.04.
|
|
Trustee May File Proofs of Claim.
|
|
|
25
|
|
SECTION 6.05.
|
|
Trustee May Enforce Claims Without Possession of Securities.
|
|
|
26
|
|
SECTION 6.06.
|
|
Application of Money Collected.
|
|
|
26
|
|
SECTION 6.07.
|
|
Limitation on Suits.
|
|
|
26
|
|
SECTION 6.08.
|
|
Unconditional Right of Holders to Receive Principal and Interest.
|
|
|
27
|
|
SECTION 6.09.
|
|
Restoration of Rights and Remedies.
|
|
|
27
|
|
SECTION 6.10.
|
|
Rights and Remedies Cumulative.
|
|
|
27
|
|
SECTION 6.11.
|
|
Delay or Omission Not Waiver.
|
|
|
27
|
|
SECTION 6.12.
|
|
Control by Holders.
|
|
|
28
|
|
SECTION 6.13.
|
|
Waiver of Past Defaults.
|
|
|
28
|
|
SECTION 6.14.
|
|
Undertaking for Costs.
|
|
|
28
|
|
ARTICLE VII TRUSTEE
|
|
|
29
|
|
||
SECTION 7.01.
|
|
Duties of Trustee.
|
|
|
29
|
|
SECTION 7.02.
|
|
Rights of Trustee.
|
|
|
30
|
|
|
|
|
|
PAGE
|
|
|
SECTION 7.03.
|
|
Individual Rights of Trustee.
|
|
|
31
|
|
SECTION 7.04.
|
|
Trustee's Disclaimer.
|
|
|
31
|
|
SECTION 7.05.
|
|
Notice of Defaults.
|
|
|
31
|
|
SECTION 7.06.
|
|
Reports by Trustee to Holders.
|
|
|
31
|
|
SECTION 7.07.
|
|
Compensation and Indemnity.
|
|
|
32
|
|
SECTION 7.08.
|
|
Replacement of Trustee.
|
|
|
32
|
|
SECTION 7.09.
|
|
Successor Trustee by Merger, etc.
|
|
|
33
|
|
SECTION 7.10.
|
|
Eligibility; Disqualification.
|
|
|
33
|
|
SECTION 7.11.
|
|
Preferential Collection of Claims Against Company.
|
|
|
34
|
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
|
|
34
|
|
||
SECTION 8.01.
|
|
Satisfaction and Discharge of Indenture.
|
|
|
34
|
|
SECTION 8.02.
|
|
Application of Trust Funds; Indemnification.
|
|
|
35
|
|
SECTION 8.03.
|
|
Legal Defeasance of Securities of any Series.
|
|
|
36
|
|
SECTION 8.04.
|
|
Covenant Defeasance.
|
|
|
37
|
|
SECTION 8.05.
|
|
Repayment to Company.
|
|
|
38
|
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
|
|
38
|
|
||
SECTION 9.01.
|
|
Without Consent of Holders.
|
|
|
38
|
|
SECTION 9.02.
|
|
With Consent of Holders.
|
|
|
39
|
|
SECTION 9.03.
|
|
Limitations.
|
|
|
40
|
|
SECTION 9.04.
|
|
Compliance with Trust Indenture Act.
|
|
|
40
|
|
SECTION 9.05.
|
|
Revocation and Effect of Consents.
|
|
|
41
|
|
SECTION 9.06.
|
|
Notation on or Exchange of Securities.
|
|
|
41
|
|
SECTION 9.07.
|
|
Trustee Protected.
|
|
|
41
|
|
SECTION 9.08.
|
|
Effect of Supplemental Indenture.
|
|
|
41
|
|
ARTICLE X MISCELLANEOUS
|
|
|
42
|
|
||
SECTION 10.01.
|
|
Trust Indenture Act Controls.
|
|
|
42
|
|
SECTION 10.02.
|
|
Notices.
|
|
|
42
|
|
SECTION 10.03.
|
|
Communication by Holders with Other Holders.
|
|
|
43
|
|
SECTION 10.04.
|
|
Certificate and Opinion as to Conditions Precedent.
|
|
|
43
|
|
SECTION 10.05.
|
|
Statements Required in Certificate or Opinion.
|
|
|
43
|
|
|
|
|
|
PAGE
|
|
|
SECTION 10.06.
|
|
Record Date for Vote or Consent of Holders.
|
|
|
44
|
|
SECTION 10.07.
|
|
Rules by Trustee and Agents.
|
|
|
44
|
|
SECTION 10.08.
|
|
Legal Holidays.
|
|
|
44
|
|
SECTION 10.09.
|
|
No Recourse Against Others.
|
|
|
44
|
|
SECTION 10.10.
|
|
Counterparts.
|
|
|
45
|
|
SECTION 10.11.
|
|
Governing Laws and Submission to Jurisdiction.
|
|
|
45
|
|
SECTION 10.12.
|
|
No Adverse Interpretation of Other Agreements.
|
|
|
45
|
|
SECTION 10.13.
|
|
Successors.
|
|
|
45
|
|
SECTION 10.14.
|
|
Severability.
|
|
|
45
|
|
SECTION 10.15.
|
|
Table of Contents, Headings, Etc.
|
|
|
46
|
|
SECTION 10.16.
|
|
Securities in a Foreign Currency or in ECU.
|
|
|
46
|
|
SECTION 10.17.
|
|
Judgment Currency.
|
|
|
46
|
|
SECTION 10.18.
|
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
|
|
47
|
|
ARTICLE XI SINKING FUNDS
|
|
|
47
|
|
||
SECTION 11.01.
|
|
Applicability of Article.
|
|
|
47
|
|
SECTION 11.02.
|
|
Satisfaction of Sinking Fund Payments with Securities.
|
|
|
48
|
|
SECTION 11.03.
|
|
Redemption of Securities for Sinking Fund.
|
|
|
48
|
|
Section 310(a)(1)
|
|
7.10
|
(a)(2)
|
|
7.10
|
(a)(3)
|
|
Not Applicable
|
(a)(4)
|
|
Not Applicable
|
(a)(5)
|
|
7.10
|
(b)
|
|
7.10
|
(c)
|
|
Not Applicable
|
Section 311(a)
|
|
7.11
|
(b)
|
|
7.11
|
(c)
|
|
Not Applicable
|
Section 312(a)
|
|
2.06
|
(b)
|
|
10.03
|
(c)
|
|
10.03
|
Section 313(a)
|
|
7.06
|
(b)(1)
|
|
7.06
|
(b)(2)
|
|
7.06
|
(c)(1)
|
|
7.06
|
(d)
|
|
7.06
|
Section 314(a)
|
|
4.02, 10.05
|
(b)
|
|
Not Applicable
|
(c)(1)
|
|
10.04
|
(c)(2)
|
|
10.04
|
(c)(3)
|
|
Not Applicable
|
(d)
|
|
Not Applicable
|
(e)
|
|
10.05
|
(f)
|
|
Not Applicable
|
Section 315(a)
|
|
7.01
|
(b)
|
|
7.05
|
(c)
|
|
7.01
|
(d)
|
|
7.01
|
(e)
|
|
6.14
|
Section 316(a)(1)(A)
|
|
6.12
|
(a)(1)(B)
|
|
6.13
|
(a)(2)
|
|
Not Applicable
|
(b)
|
|
6.13
|
(c)
|
|
10.06
|
Section 317(a)(1)
|
|
6.03
|
(a)(2)
|
|
6.04
|
(b)
|
|
2.05
|
Section 318(a)
|
|
10.01
|
TERM
|
|
DEFINED IN SECTION
|
|
|
"Applicable Law"
|
|
|
10.18
|
|
"Event of Default"
|
|
|
6.01
|
|
"Instrument"
|
|
|
6.01
|
|
"Journal"
|
|
|
10.16
|
|
"Judgment Currency"
|
|
|
10.17
|
|
"Legal Holiday"
|
|
|
10.08
|
|
"mandatory sinking fund payment"
|
|
|
11.01
|
|
"Market Exchange Rate"
|
|
|
10.16
|
|
"New York Banking Day"
|
|
|
10.17
|
|
"optional sinking fund payment"
|
|
|
11.01
|
|
"Paying Agent"
|
|
|
2.04
|
|
"Registrar"
|
|
|
2.04
|
|
"Required Currency"
|
|
|
10.17
|
|
"successor person"
|
|
|
5.01
|
|
"Temporary Securities"
|
|
|
2.11
|
|
[
|
|
|
|
]
|
|
|
Attn: [
|
|
|
|
]
|
|
|
Fax: [
|
|
|
|
]
|
|
[
|
|
|
|
]
|
|
|
Attn: [
|
|
|
|
]
|
|
|
Fax: [
|
|
|
|
]
|
|
[
|
|
|
|
]
|
|
|
Attn: [
|
|
|
|
]
|
|
|
Fax: [
|
|
|
|
]
|
|
[
|
|
|
|
]
|
|
|
Attn: [
|
|
|
|
]
|
|
|
Fax: [
|
|
|
|
]
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
||
By:
|
||
Name:
|
||
Its:
|
By:
|
||
Name:
|
||
Its:
|
By:
|
||
Name:
|
||
Its:
|
By:
|
||
Name:
|
||
Its:
|
By:
|
||
Name:
|
||
Its:
|
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
||
|
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
1200 G STREET, N.W.
WASHINGTON, D.C. 20005
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
Very truly yours,
|
/s/ Seward & Kissel LLP
|