[_]
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2015
|
|
[_]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
|
[_]
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of class
|
Name of exchange on which registered
|
|
Common Stock, $0.01 par value
|
The NASDAQ Stock Market LLC
|
|
Preferred Stock Purchase Rights
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
|
US GAAP
☒
|
International Financial Reporting Standards as issued by the International Accounting Standards Board
☐
|
Other
☐
|
● | our future operating or financial results; |
● | statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs; |
● | our ability to procure or have access to financing, our liquidity and the adequacy of cash flow for our operations; |
● | our continued borrowing availability under our debt agreements and compliance with the covenants contained therein; |
● | our substantial leverage, including our ability to generate sufficient cash flow to service our existing debt and the incurrence of substantial indebtedness in the future; |
● | our ability to successfully employ both our existing drybulk and offshore support vessels; |
● | our offshore support contract backlog, contract commencements, offshore support contract terminations, offshore support contract option exercises, offshore support contract revenues, offshore support contract awards and platform and offshore support vessels mobilizations and performance provisions, |
● | our future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
● | statements about drybulk shipping and offshore support market trends, charter rates and factors affecting supply and demand; |
● | our expectations regarding the availability of vessel acquisitions; and |
● | anticipated developments with respect to pending litigation. |
PART I
|
1
|
|
Item 1.
|
Identity of Directors, Senior Management and Advisers
|
1
|
Item 2.
|
Offer Statistics and Expected Timetable
|
1
|
Item 3.
|
Key Information
|
1
|
Item 4.
|
Information on the Company
|
37
|
Item 4A.
|
Unresolved Staff Comments
|
60
|
Item 5.
|
Operating and Financial Review and Prospects
|
60
|
Item 6.
|
Directors and Senior Management
|
107
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
114
|
Item 8.
|
Financial Information
|
122
|
Item 9.
|
The Offer and Listing
|
124
|
Item 10.
|
Additional Information
|
124
|
Item 11.
|
Quantitative and Qualitative Disclosures about Market Risk
|
136
|
Item 12.
|
Description of Securities Other than Equity Securities
|
137
|
PART II
|
138
|
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
138
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
138
|
Item 15.
|
Controls and Procedures
|
138
|
Item 16A.
|
Audit Committee Financial Expert
|
139
|
Item 16B.
|
Code of Ethics
|
139
|
Item 16C.
|
Principal Accountant Fees and Services
|
140
|
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
140
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
140
|
Item 16F.
|
Changes in Registrant's Certifying Accountant
|
140
|
Item 16G.
|
Corporate Governance
|
140
|
Item 16H.
|
Mine Safety Disclosure
|
141
|
PART III.
|
142
|
|
Item 17.
|
Financial Statements
|
142
|
Item 18.
|
Financial Statements
|
142
|
Item 18.1.
|
Schedule I – Condensed Financial Information of Dryships Inc. (Parent Company only)
|
142
|
Item 19.
|
Exhibits
|
142
|
Year Ended December 31,
|
||||||||||||||||||||
(In thousands of U.S. dollars except per share and share data)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
STATEMENT OF OPERATIONS
|
||||||||||||||||||||
Total revenues
|
$
|
1,077,662
|
$
|
1,210,139
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||||||
Voyage expenses
|
20,573
|
30,012
|
103,211
|
117,165
|
65,286
|
|||||||||||||||
Vessels and drilling units operating expenses
|
373,122
|
649,722
|
609,765
|
844,260
|
371,074
|
|||||||||||||||
Depreciation and amortization
|
274,281
|
335,458
|
357,372
|
449,792
|
227,652
|
|||||||||||||||
(Gain)/Loss on contract cancellation
|
(6,202
|
)
|
—
|
—
|
1,307
|
28,241
|
||||||||||||||
Contract termination fees and other
|
—
|
41,339
|
33,293
|
—
|
—
|
|||||||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
148,045
|
1,179
|
43,490
|
38,148
|
1,057,116
|
|||||||||||||||
Gain from vessel insurance proceeds
|
(25,064
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||
General and administrative expenses – cash(1)
|
96,679
|
132,636
|
173,298
|
182,593
|
97,106
|
|||||||||||||||
General and administrative expenses – non-cash
|
26,568
|
13,299
|
11,424
|
11,093
|
7,806
|
|||||||||||||||
Legal settlements and other, net
|
—
|
(9,360
|
)
|
4,585
|
(2,013
|
)
|
(2,948
|
)
|
Operating income/(loss)
|
169,660
|
15,854
|
155,576
|
543,179
|
(881,508
|
)
|
||||||||||||||
Interest and finance costs
|
(146,173
|
)
|
(210,128
|
)
|
(332,129
|
)
|
(411,021
|
)
|
(172,132
|
)
|
||||||||||
Interest income
|
16,575
|
4,203
|
12,498
|
12,146
|
527
|
|||||||||||||||
Gain/(loss) on interest rate swaps
|
(68,943
|
)
|
(54,073
|
)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
|||||||||||
Other, net
|
9,023
|
(492
|
)
|
2,245
|
7,067
|
(9,275
|
)
|
|||||||||||||
Income/(loss) before income taxes and earnings of affiliated companies
|
(19,858
|
)
|
(244,636
|
)
|
(153,437
|
)
|
135,843
|
(1,073,989
|
)
|
Loss due to deconsolidation of Ocean Rig
|
—
|
—
|
—
|
—
|
(1,347,106
|
)
|
||||||||||||||
Income taxes
|
(27,428
|
)
|
(43,957
|
)
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||||||
Equity in net losses of affiliated company
|
—
|
—
|
—
|
—
|
(349,872
|
)
|
||||||||||||||
Net Income/(loss)
|
(47,286
|
)
|
(288,593
|
)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||||||
Less: Net (income)/loss attribute to non-controlling interests
|
(22,842
|
)
|
41,815
|
(25,065
|
)
|
(105,532
|
)
|
(38,975
|
)
|
|||||||||||
Net loss attributable to DryShips Inc.
|
$
|
(70,128
|
)
|
$
|
(246,778
|
)
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||||
Net loss attributable to common stockholders
|
$
|
(74,594
|
)
|
$
|
(246,778
|
)
|
$
|
(223,149
|
)
|
$
|
(48,209
|
)
|
$
|
(2,847,631
|
)
|
|||||
Loss per common share attributable to DryShips Inc. common stockholders, basic
|
$
|
(5.25
|
)
|
$
|
(16.23
|
)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||||
Weighted average number of common shares, basic
|
14,205,791
|
15,206,364
|
15,362,532
|
18,241,265
|
26,598,361
|
|||||||||||||||
Loss per common share attributable to DryShips Inc. common stockholders, diluted
|
$
|
(5.25
|
)
|
$
|
(16.23
|
)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||||
Weighted average number of common shares, diluted (2)
|
14,205,791
|
15,206,364
|
15,362,532
|
18,241,265
|
26,598,361
|
(1) | Cash compensation to members of our senior management and our directors amounted to $6.8 million, $5.7 million, $4.8 million, $5.8 million, and $8.4 million for the years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively. |
(2) | All previously reported share and per share amounts have been restated to reflect the reverse stock split. |
As of and for the
Year Ended December 31
,
|
||||||||||||||||||||
(In thousands of U.S. dollars except share data and fleet data)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
BALANCE SHEET DATA | ||||||||||||||||||||
Total current assets
|
$
|
570,077
|
$
|
903,529
|
$
|
1,184,199
|
$
|
1,215,044
|
$
|
269,067
|
||||||||||
Total assets
|
8,621,689
|
8,878,491
|
10,123,692
|
10,359,370
|
476,052
|
|||||||||||||||
Current liabilities, including current portion of long-term debt, net of deferred finance cost
|
756,263
|
1,573,529
|
2,171,714
|
1,609,527
|
354,640
|
|||||||||||||||
Total long-term debt, including current portion
|
4,241,835
|
4,386,715
|
5,568,003
|
5,517,613
|
340,622
|
|||||||||||||||
DryShips common stock
|
170
|
170
|
173
|
282
|
283
|
|||||||||||||||
Number of shares issued
|
16,990,484
|
16,990,483
|
17,306,172
|
28,242,566
|
28,326,566
|
|||||||||||||||
Total DryShips Inc. stockholders' equity
|
3,145,328
|
2,846,460
|
2,613,636
|
2,992,821
|
121,412
|
OTHER FINANCIAL DATA
|
||||||||||||||||||||
Net cash provided by operating activities
|
$
|
349,205
|
$
|
237,529
|
$
|
245,980
|
$
|
475,108
|
$
|
215,747
|
||||||||||
Net cash used in investing activities
|
(1,822,394
|
)
|
(389,947
|
)
|
(1,234,330
|
)
|
(754,717
|
)
|
(465,698
|
)
|
||||||||||
Net cash provided by/(used in) financing activities
|
1,332,802
|
243,225
|
1,241,542
|
250,709
|
(316,291
|
)
|
||||||||||||||
EBITDA (1)
|
$
|
384,021
|
$
|
296,747
|
$
|
523,566
|
$
|
984,510
|
$
|
(2,371,710
|
)
|
|||||||||
DRYBULK FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
35.80
|
35.67
|
37.15
|
38.69
|
35.78
|
|||||||||||||||
Total voyage days for drybulk carrier fleet (3)
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Total calendar days for drybulk carrier fleet (4)
|
13,068
|
13,056
|
13,560
|
14,122
|
13,060
|
|||||||||||||||
Drybulk carrier fleet utilization (5)
|
98.19
|
%
|
99.78
|
%
|
99.13
|
%
|
98.35
|
%
|
96.19
|
%
|
||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
||||||||||||||||||||
Time charter equivalent (6)
|
$
|
26,912
|
$
|
15,896
|
$
|
12,062
|
$
|
12,354
|
$
|
9,171
|
||||||||||
Vessel operating expenses (7)
|
6,271
|
5,334
|
5,796
|
6,400
|
6,715
|
|||||||||||||||
TANKER FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
2.64
|
6.27
|
9.86
|
10.00
|
6.21
|
|||||||||||||||
Total voyage days for tanker fleet (3)
|
963
|
2,293
|
3,598
|
3,650
|
2,168
|
|||||||||||||||
Total calendar days for tanker fleet (4)
|
963
|
2,293
|
3,598
|
3,650
|
2,267
|
|||||||||||||||
Tanker fleet utilization
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
95.63
|
%
|
||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
||||||||||||||||||||
Time Charter Equivalent (6)
|
$
|
12,592
|
$
|
13,584
|
$
|
12,900
|
$
|
21,835
|
$
|
36,389
|
||||||||||
Vessel Operating Expenses (7)
|
9,701
|
7,195
|
7,286
|
7,138
|
8,721
|
|||||||||||||||
OFFSHORE SUPPORT FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
-
|
-
|
-
|
-
|
6.00
|
|||||||||||||||
Total voyage days for offshore support fleet (3)
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Total calendar days for offshore support fleet (4)
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Offshore support fleet utilization
|
-
|
-
|
-
|
-
|
100
|
%
|
||||||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
-
|
-
|
-
|
-
|
||||||||||||||||
Time Charter Equivalent (6)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
18,460
|
||||||||||
Vessel Operating Expenses (7)
|
-
|
-
|
-
|
-
|
9,336
|
(1) | EBITDA, a non-U.S. GAAP measure, represents net income/(loss) before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income/(loss) or cash flow from operations, as determined by U.S. GAAP and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which the Company measures its operations. Please see below for a reconciliation of EBITDA to net loss attributable to DryShips, the most directly comparable financial measure calculated in accordance with U.S. GAAP. |
(2) | Average number of vessels is the number of vessels that constituted the respective fleet for the relevant period, as measured by the sum of the number of days each vessel in that fleet was a part of the fleet during the period divided by the number of calendar days in that period. |
(3) | Total voyage days for the respective fleet are the total days the vessels in that fleet were in the Company's possession for the relevant period net of off-hire days associated with drydockings or special or intermediate surveys. |
(4) | Calendar days are the total days the vessels in that fleet were in the Company's possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
(5) | Fleet utilization is the percentage of time that the vessels in that fleet were available for revenue-generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period. |
(6) | Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The Company's method of calculating TCE is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our vessels, the most directly comparable U.S. GAAP measure, because it assists Company's management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. The tables below reflect the calculation of our TCE rates for the periods presented. |
(7) | Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. |
(8) | Does not include accrual for the provision of the purchase options and write off in overdue receivables under certain time charter agreements. |
For the Year Ended December 31,
|
||||||||||||||||||||
(U.S. dollars in thousands)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Net loss attributable to DryShips Inc.
|
$
|
(70,128
|
)
|
$
|
(246,778
|
)
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||||
Add: Net interest expense
|
129,598
|
205,925
|
319,631
|
398,875
|
171,605
|
|||||||||||||||
Add: Depreciation and amortization
|
274,281
|
335,458
|
357,372
|
449,792
|
227,652
|
|||||||||||||||
Add: Income taxes
|
27,428
|
43,957
|
44,591
|
77,823
|
37,119
|
|||||||||||||||
Add: Net income/(loss) attributable to Non controlling interests
|
22,842
|
(41,815
|
)
|
25,065
|
105,532
|
38,975
|
||||||||||||||
EBITDA
|
$
|
384,021
|
$
|
296,747
|
$
|
523,566
|
$
|
984,510
|
$
|
(2,371,710
|
)
|
Drybulk Carrier Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates,
|
||||||||||||||||||||
which are expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues (8)
|
$
|
365,361
|
$
|
227,141
|
$
|
191,024
|
$
|
205,630
|
$
|
138,828
|
||||||||||
Voyage expenses
|
(20,047
|
)
|
(20,064
|
)
|
(28,886
|
)
|
(34,044
|
)
|
(23,619
|
)
|
||||||||||
Time charter equivalent revenues
|
$
|
345,314
|
$
|
207,077
|
$
|
162,138
|
$
|
171,586
|
$
|
115,209
|
||||||||||
Total voyage days for drybulk fleet
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
26,912
|
$
|
15,896
|
$
|
12,062
|
$
|
12,354
|
$
|
9,171
|
Tanker Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates, which are
|
||||||||||||||||||||
expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues
|
$
|
12,652
|
$
|
41,095
|
$
|
120,740
|
$
|
162,817
|
$
|
120,304
|
||||||||||
Voyage expenses
|
(526
|
)
|
(9,948
|
)
|
(74,325
|
)
|
(83,121
|
)
|
(41,413
|
)
|
||||||||||
Time charter equivalent revenues
|
$
|
12,126
|
$
|
31,147
|
$
|
46,415
|
$
|
79,696
|
$
|
78,891
|
||||||||||
Total voyage days for tanker fleet
|
963
|
2,293
|
3,598
|
3,650
|
2,168
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
12,592
|
$
|
13,584
|
$
|
12,900
|
$
|
21,835
|
$
|
36,389
|
Offshore support Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates, which are
|
||||||||||||||||||||
expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
8,118
|
||||||||||
Voyage expenses
|
-
|
-
|
-
|
-
|
(254
|
)
|
||||||||||||||
Time charter equivalent revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
7,864
|
||||||||||
Total voyage days for offshore support fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
18,460
|
● | supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | the location of regional and global exploration, production and manufacturing facilities; |
● | the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | the globalization of production and manufacturing; |
● | global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes; |
● | natural disasters and other disruptions in international trade; |
● | developments in international trade; |
● | changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; |
● | environmental and other regulatory developments; |
● | currency exchange rates; and |
● | weather. |
● | the number of newbuilding deliveries; |
● | port and canal congestion; |
● | the scrapping rate of older vessels; |
● | vessel casualties; and |
● | the number of vessels that are out of service. |
· |
prevailing oil and natural gas prices;
|
· |
expectations about future prices and price volatility;
|
· |
cost of exploring for, producing and delivering oil and natural gas;
|
· |
sale and expiration dates of available offshore leases;
|
· |
demand for petroleum products;
|
· |
current availability of oil and natural gas resources;
|
· |
rate of discovery of new oil and natural gas reserves in offshore areas;
|
· |
local and international political, environmental and economic conditions;
|
· |
technological advances; and
|
· |
ability of oil and natural gas companies to obtain leases, permits or obtain funds for capital.
|
· |
constructing new vessels;
|
· |
moving vessels from one offshore market area to another;
|
· | converting vessels formerly dedicated to services other than offshore marine services; or |
· |
vessel charters expiring and not being rechartered or vessels charters being terminated.
|
● | prevailing level of charter rates; |
● | general economic and market conditions affecting the shipping industry; |
● | types and sizes of vessels; |
● | supply of and demand for vessels; |
● | other modes of transportation; |
● | cost of newbuildings; |
● | governmental and other regulations; and |
● | technological advances. |
● | marine disaster; |
● | environmental accidents; |
● | cargo and property losses or damage; |
● | business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and |
● | piracy. |
● |
enter into other financing arrangements;
|
● |
incur or guarantee additional indebtedness;
|
● |
create or permit liens on our assets;
|
● |
consummate a merger, consolidation or sale of our all or substantially all of our assets or the shares of our subsidiaries;
|
● |
make investments;
|
● |
change the general nature of our business;
|
● |
pay dividends, redeem capital stock or subordinated indebtedness or make other restricted payments;
|
● |
incur dividend or other payment restrictions;
|
● |
change the management and/or ownership of our vessels;
|
● |
enter into transactions with affiliates;
|
● |
transfer or sell assets;
|
● |
amend, modify or change our organizational documents;
|
● | make capital expenditures; |
● |
change the flag, class or management of our vessels;
|
● |
drop below certain minimum cash deposits, as defined in our credit facilities; and
|
● | compete effectively to the extent our competitors are subject to less onerous restrictions. |
● | we may not be able to satisfy our financial obligations under our indebtedness and our contractual and commercial commitments, which may result in possible defaults on and acceleration of such indebtedness; |
● | we may not be able to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes; |
● | we may not be able to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt; |
● | we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly given our substantial indebtedness, some of which bears interest at variable rates; |
● | our ability to refinance indebtedness may be limited or the associated costs may increase; |
● | less leveraged competitors could have a competitive advantage because they have lower debt service requirements and, as a result, we may not be better positioned to withstand economic downturns; and |
● | we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than our competitors and our management's discretion in operating our business may be limited. |
· | severe weather or natural disasters; |
· | moratoria on drilling or permitting delays; |
· | delays in or the inability to obtain regulatory approvals; |
· | delays or decreases in oil production; |
· | delays or decreases in the availability of drilling rigs and related equipment, facilities, personnel or services; |
· | delays or decreases in the availability of capacity to transport, gather or process production; and/or |
· | changes in the regulatory, political and fiscal environment. |
● | shipyard unavailability; |
● | shortages of equipment, materials or skilled labor for completion of repairs or upgrades to our equipment; |
● | unscheduled delays in the delivery of ordered materials and equipment or shipyard construction; |
● | financial or operating difficulties experienced by equipment vendors or the shipyard; |
● | unanticipated actual or purported change orders; |
● | local customs strikes or related work slowdowns that could delay importation of equipment or materials; |
● | engineering problems, including those relating to the commissioning of newly designed equipment; |
● | design or engineering changes; |
● | latent damages or deterioration to the hull, equipment and machinery in excess of engineering estimates and assumptions; |
● | work stoppages; |
● | client acceptance delays; |
● | weather interference, storm damage or other events of force majeure; |
● | disputes with shipyards and suppliers; |
● | shipyard failures and difficulties; |
● | failure or delay of third-party equipment vendors or service providers; |
● | unanticipated cost increases; and |
● | difficulty in obtaining necessary permits or approvals or in meeting permit or approval conditions. |
● | actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; |
● | mergers and strategic alliances in the drybulk shipping industry; |
● | market conditions in the drybulk shipping industry and the general state of the securities markets; |
● | changes in government regulation; |
● | shortfalls in our operating results from levels forecast by securities analysts; and |
● | announcements concerning us or our competitors. |
● | authorizing our board of directors to issue "blank check" preferred stock without stockholder approval; |
● | providing for a classified board of directors with staggered, three-year terms; |
● | prohibiting cumulative voting in the election of directors; |
● | authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding shares of our common shares entitled to vote for the directors; |
● | prohibiting stockholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; |
● | limiting the persons who may call special meetings of stockholders; |
● | establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and |
● | restricting business combinations with interested shareholders. |
Redelivery
|
|||||||||||||||
Year Built
|
DWT
|
Type
|
Current employment
or employment
upon delivery
|
Gross rate
per day
|
Earliest
|
Latest
|
|||||||||
Panamax
:
|
|||||||||||||||
Raraka
|
2012
|
76,037
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Amalfi
|
2009
|
75,206
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Rapallo
|
2009
|
75,123
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Aug-16
|
Oct-16
|
||||||||
Catalina
|
2005
|
74,432
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Majorca
|
2005
|
74,477
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ligari
|
2004
|
75,583
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Sorrento
|
2004
|
76,633
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Mendocino
|
2002
|
76,623
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Oct-16
|
Dec-16
|
||||||||
Bargara
|
2002
|
74,832
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Sep-16
|
Nov-16
|
||||||||
Oregon
|
2002
|
74,204
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ecola
|
2001
|
73,931
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Samatan
|
2001
|
74,823
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Sonoma
|
2001
|
74,786
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Capitola
|
2001
|
74,816
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Levanto
|
2001
|
73,925
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Aug-16
|
Oct-16
|
||||||||
Maganari
|
2001
|
75,941
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Coronado
|
2000
|
75,706
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Marbella
|
2000
|
72,561
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Redondo
|
2000
|
74,716
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ocean Crystal
|
1999
|
73,688
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Average age based on year built / Sum of DWT/ Total number of vessels
|
13.0 years
|
1,498,043
|
20
|
||||||||||||
Redelivery
|
|||||||||||||||
Year Built
|
DWT
|
Type
|
Current employment
or employment
upon delivery
|
Gross rate
per day
|
Earliest
|
Latest
|
|||||||||
Platform Supply Vessels
:
|
|||||||||||||||
Crescendo
|
2012
|
1,457
|
PSV
|
Spot
|
Spot
|
May-16
|
Jan-17
|
||||||||
Vega Corona
|
2012
|
1,430
|
PSV
|
T/C
|
T/C
|
Dec-16
|
Dec-20
|
||||||||
Average age based on year built/ Sum of DWT/ Total number of vessels
|
3.4 years
|
2,887
|
2
|
||||||||||||
Oil Spill Recovery Vessels
|
|||||||||||||||
Vega Inruda
|
2013
|
1,393
|
OSRV
|
Idle
|
N/A
|
N/A
|
N/A
|
||||||||
Vega Jaanca
|
2012
|
1,393
|
OSRV
|
T/C
|
T/C
|
Jul-17
|
Jul-21
|
||||||||
Vega Emtoli
|
2012
|
1,363
|
OSRV
|
T/C
|
T/C
|
May-17
|
May-21
|
||||||||
Jubilee
|
2012
|
1,317
|
OSRV
|
Spot
|
Spot
|
May-16
|
Jan-17
|
||||||||
Average age based on year built/ Sum of DWT/ Total number of vessels
|
2.9 years
|
5,466
|
4
|
Drilling Unit Operating
|
Year Built or Scheduled
Delivery/Generation
|
Water Depth to the
Wellhead (ft)
|
Drilling Depth to the
Oil Field (ft)
|
||||
Leiv Eiriksson
|
2001/5th
|
10,000
|
30,000
|
||||
Eirik Raude
|
2002/5th
|
10,000
|
30,000
|
||||
Ocean Rig Corcovado
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Olympia
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Poseidon
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Mykonos
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Mylos
|
2013/7th
|
12,000
|
40,000
|
||||
Ocean Rig Skyros
|
2013/7th
|
12,000
|
40,000
|
||||
Ocean Rig Athena
|
2014/7th
|
12,000
|
40,000
|
||||
Ocean Rig Apollo
|
2015/7th
|
12,000
|
40,000
|
Year Built
|
DWT
|
Type
|
Date of sale
|
|||||||
Drybulk Vessels
|
||||||||||
Capesize
:
|
||||||||||
Raiatea
|
2011
|
179,078
|
Capesize
|
Oct-15
|
||||||
Mystic
|
2008
|
170,040
|
Capesize
|
Sep-15
|
||||||
Robusto
|
2006
|
173,949
|
Capesize
|
Oct-15
|
||||||
Cohiba
|
2006
|
174,234
|
Capesize
|
Oct-15
|
||||||
Montecristo
|
2005
|
180,263
|
Capesize
|
Oct-15
|
||||||
Flecha
|
2004
|
170,012
|
Capesize
|
Oct-15
|
||||||
Manasota
|
2004
|
171,061
|
Capesize
|
Oct-15
|
||||||
Partagas
|
2004
|
173,880
|
Capesize
|
Oct-15
|
||||||
Alameda
|
2001
|
170,662
|
Capesize
|
Dec-15
|
||||||
Capri
|
2001
|
172,579
|
Capesize
|
Sep-15
|
||||||
Panamax
:
|
||||||||||
Woolloomooloo
|
2012
|
76,064
|
Panamax
|
Oct-15
|
||||||
Saldanha
|
2004
|
75,707
|
Panamax
|
Oct-15
|
||||||
Topeka
|
2000
|
74,716
|
Panamax
|
Oct-15
|
||||||
Helena
|
1999
|
73,744
|
Panamax
|
Oct-15
|
||||||
Supramax
:
|
||||||||||
Byron
|
2003
|
51,118
|
Supramax
|
Nov-15
|
||||||
Galveston
|
2002
|
51,201
|
Supramax
|
Nov-15
|
Year Built
|
DWT
|
Type
|
Date of sale
|
||||||
Suezmax
:
|
|||||||||
Bordeira
|
2013
|
158,513
|
Suezmax
|
Jul-15
|
|||||
Petalidi
|
2012
|
158,532
|
Suezmax
|
Jul-15
|
|||||
Lipari
|
2012
|
158,425
|
Suezmax
|
Jul-15
|
|||||
Vilamoura
|
2011
|
158,622
|
Suezmax
|
Aug-15
|
|||||
Aframax
|
|||||||||
Alicante
|
2013
|
115,708
|
Aframax
|
Oct-15
|
|||||
Mareta
|
2013
|
115,796
|
Aframax
|
Aug-15
|
|||||
Calida
|
2012
|
115,812
|
Aframax
|
Aug-15
|
|||||
Saga
|
2011
|
115,738
|
Aframax
|
Aug-15
|
|||||
Daytona
|
2011
|
115,896
|
Aframax
|
Sep-15
|
|||||
Belmar
|
2011
|
115,904
|
Aframax
|
Jul-15
|
Year Built
|
DWT
|
Type
|
Date of sale
|
|||||||
Drybulk Vessels
|
||||||||||
Capesize
:
|
||||||||||
Rangiroa
|
2013
|
206,026
|
Capesize
|
Mar-16
|
||||||
Negonego
|
2013
|
206,097
|
Capesize
|
Mar-16
|
||||||
Fakarava
|
2012
|
206,152
|
Capesize
|
Mar-16
|
● | Very Large Ore Carriers, or VLOCs, have a carrying capacity of more than 200,000 dwt and are a comparatively new sector of the drybulk carrier fleet. VLOCs are built to exploit economies of scale on long-haul iron ore routes. |
● | Capesize vessels, have carrying capacities of 110,000 – 199,999 dwt. These vessels generally operate along long-haul iron ore and coal trade routes. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size. |
● | Panamax vessels, have a carrying capacity of between 60,000 and 85,000 dwt. These vessels carry coal, grains, and, to a lesser extent, minor bulks, including steel products, forest products and fertilizers. Panamax vessels are able to pass through the Panama Canal making them more versatile than larger vessels. |
● | Handymax vessels, have a carrying capacity of between 35,000 and 60,000 dwt. The subcategory of vessels that have a carrying capacity of between 45,000 and 60,000 dwt are called Supramax. These vessels operate along a large number of geographically dispersed global trade routes mainly carrying grains and minor bulks. Vessels below 60,000 dwt are sometimes built with on-board cranes enabling them to load and discharge cargo in countries and ports with limited infrastructure. |
● | Handysize vessels, have a carrying capacity of up to 35,000 dwt. These vessels carry exclusively minor bulk cargo. Increasingly, these vessels have operated along regional trading routes. Handysize vessels are well suited for small ports with length and draft restrictions that may lack the infrastructure for cargo loading and unloading. |
Customer
|
Year ended
December 31, 2013
|
Year ended
December 31, 2014
|
Year ended
December 31, 2015
|
|||||||||
Customer A
|
-
|
14
|
%
|
16
|
%
|
|||||||
Customer B
|
33
|
%
|
18
|
%
|
19
|
%
|
||||||
Customer C
|
-
|
-
|
15
|
%
|
||||||||
Customer D
|
13
|
%
|
12
|
%
|
14
|
%
|
||||||
Customer E
|
18
|
%
|
30
|
%
|
14
|
%
|
||||||
Customer F
|
12
|
%
|
14
|
%
|
14
|
%
|
● | on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; |
● | on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; |
● | the development of vessel security plans; |
● | ship identification number to be permanently marked on a vessel's hull; |
● | a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and |
● | compliance with flag state security certification requirements. |
● | Calendar days . We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period. |
● | Voyage days . We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
● | Fleet utilization . We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our calendar days during that period. We use fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys. |
● | Spot charter rates . Spot charter rates are volatile and fluctuate on a seasonal and year to year basis. Fluctuations are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. |
● | TCE rates . We define TCE rates as our voyage and time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. TCE rate, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our drybulk carriers, the most directly comparable U.S. GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE rate is also a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. |
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
Average number of vessels
|
35.80
|
35.67
|
37.15
|
38.69
|
35.78
|
|||||||||||||||
Total voyage days for fleet
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Total calendar days for fleet
|
13,068
|
13,056
|
13,560
|
14,122
|
13,060
|
|||||||||||||||
Fleet Utilization
|
98.19
|
%
|
99.78
|
%
|
99.13
|
%
|
98.35
|
%
|
96,19
|
%
|
||||||||||
Time charter equivalent
|
$ |
26,912
|
$ |
15,896
|
$ |
12,062
|
$ |
12,354
|
$ |
9,171
|
● | Employment Days : We defined employment days as the total number of days the drilling units were employed on a drilling contract. |
● | Dayrates or maximum dayrates : Unless otherwise stated, we defined drilling dayrates as the maximum rate in U.S. Dollars possible to earn for drilling services for one 24 hour day at 100% efficiency under the drilling contract. Such dayrate might be measured by quarter-hour, half-hour or hourly basis and might be reduced depending on the activity performed according to the drilling contract. |
● | Earnings efficiency: We measured our revenue earning performance over a period as a percentage of the maximum revenues that we could earn under our drilling contracts in such period. More specifically, all drilling contracts provided for an operating or base rate that applied for the period during which the drilling unit was operational and at the client's drilling location. Furthermore, drilling contracts generally provided for a general repair allowance for preventive maintenance or repair of equipment; such allowance varied from contract to contract, and we might be compensated at the full operating dayrate or at a reduced operating day rate for such general repair allowance. In addition, drilling contracts typically provided for situations where the drilling units would operate at reduced operating dayrates, such as, among other things: a standby rate, where the drilling unit was prevented from commencing operations for reasons such as bad weather, waiting for customer orders, waiting on other contractors; a moving rate, where the drilling unit was in transit between locations; a reduced performance rate in the event of major equipment failure; or a force majeure rate in the event of a force majeure that causes the suspension of operations. At these instances we were compensated with a portion of the base rate. In addition there were circumstances that due to equipment failure or other events defined in our drilling contracts, we did not earn the base rate. |
● | Mobilization / demobilization fees : In connection with drilling contracts, we might receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling units, dayrate or fixed price mobilization and demobilization fees. |
● | Revenue : For each contract, we determined whether the contract, for accounting purposes, was a multiple element arrangement, meaning it contained both a lease element and a drilling services element, and, if so, identified all deliverables (elements). For each element we determined how and when to recognize revenue. |
● | Vessel Revenues: Vessel revenues primarily included revenues from spot and pool revenues. Vessel revenues were affected by spot rates and the number of days a vessel operated. Vessel revenues were also affected by the mix of business between vessels on spot and vessels in pools. Revenues from vessels in pools were more volatile, as they were typically tied to prevailing market rates. |
● | Voyage related and vessel operating costs: Voyage expenses, primarily consisted of commissions, port, canal and bunker expenses that are unique to a particular charter, were paid for by us under voyage charter arrangements, except for commissions, which were either paid for by us or were deducted from the freight revenue. All voyage and vessel operating expenses were expensed as incurred, except for commissions. Commissions were deferred and amortized over the related voyage charter period to the extent revenue had been deferred since commissions were earned as our revenues were earned. |
● | Depreciation: Depreciation expense typically consisted of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of the vessels. |
● | Drydocking: We drydocked periodically each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, each vessel was required to be drydocked every 30 months. We directly expensed costs incurred during drydocking and costs for routine repairs and maintenance performed during drydocking that did not improve or extend the useful lives of the assets. The number of drydockings undertaken in a given period and the nature of the work performed determined the level of drydocking expenditures. |
● | Time Charter Equivalent Rates: Time charter equivalent, or TCE, rates, were a standard industry measure of the average daily revenue performance of a vessel. The TCE rate achieved on a given voyage was expressed in U.S. dollars/day and was generally calculated by subtracting voyage expenses, including bunkers and port charges, from voyage revenue and dividing the net amount (time charter equivalent revenues) by the number of days in the period. |
● | Revenue Days: Revenue days were the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with major repairs or drydockings. Consequently, revenue days represented the total number of days available for the vessel to earn revenue. Idle days, which were days when a vessel was available to earn revenue, yet was not employed, were included in revenue days. We used revenue days to show changes in net voyage revenues between periods. |
● | Average Number of Vessels: Historical average number of vessels consisted of the average number of vessels that were in our possession during a period. We used average number of vessels primarily to highlight changes in vessel operating costs and depreciation and amortization. |
● | Commercial Pools: To increase vessel utilization to gain economies of scale and thereby revenues, we participated in commercial pools with other shipowners of similar modern, well-maintained vessels. By operating a large number of vessels as an integrated transportation system, commercial pools offer customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Pools employ experienced commercial charterers and operators who have close working relationships with customers and brokers, while technical management is performed by each shipowner. Pools negotiate charters with customers primarily in the spot market. The size and scope of these pools enable them to enhance utilization rates for pool vessels by securing backhaul voyages and COAs, thus generating higher effective TCE revenues than otherwise might be obtainable in the spot market while providing a higher level of service offerings to customers. |
● | Calendar days . We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period. |
● | Voyage days . We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
● | Fleet utilization . We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our calendar days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys. |
● | TCE rates . We define TCE rates as our time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. TCE rate, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our offshore supply vessels, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE rate is also a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. |
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
Average number of vessels
|
-
|
-
|
-
|
-
|
6.0
|
|||||||||||||||
Total voyage days for fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Total calendar days for fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Fleet Utilization
|
-
|
-
|
-
|
-
|
100
|
%
|
||||||||||||||
Time charter equivalent
|
-
|
-
|
-
|
-
|
$ |
18,460
|
● | obtain the charterer's consent to us as the new owner; |
● | obtain the charterer's consent to a new technical manager; |
● | in some cases, obtain the charterer's consent to a new flag for the vessel; |
● | arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer; |
● | replace all hired equipment on board, such as gas cylinders and communication equipment; |
● | negotiate and enter into new insurance contracts for the vessel through our own insurance brokers; |
● | register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state; |
● | implement a new planned maintenance program for the vessel; and |
● | ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state. |
● | employment and operation of our drybulk and offshore support vessels; and |
● | management of the financial, general and administrative elements involved in the conduct of our business and ownership of our drybulk and tanker vessels and drilling units. |
● | vessel maintenance and repair; |
● | crew selection and training; |
● | vessel spares and stores supply; |
● | contingency response planning; |
● | onboard safety procedures auditing; |
● | accounting; |
● | vessel insurance arrangement; |
● | vessel chartering; |
● | vessel security training and security response plans (ISPS); |
● | obtain ISM certification and audit for each vessel within the six months of taking over a vessel; |
● | vessel hire management; |
● | vessel surveying; and |
● | vessel performance monitoring. |
● | management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts; |
● | management of our accounting system and records and financial reporting; |
● | administration of the legal and regulatory requirements affecting our business and assets; and |
● | management of the relationships with our service providers and customers. |
● | Charter rates and periods of charterhire for our drybulk and offshore support vessels; |
● | levels of drybulk and offshore support vessels operating expenses; |
● | depreciation and amortization expenses; |
● | financing costs; and |
● | fluctuations in foreign exchange rates. |
● | reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; |
● | news and industry reports of similar vessel sales; |
● | news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; |
● | approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; |
● | offers that we may have received from potential purchasers of our vessels; and |
● | vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. |
Drybulk Vessels
|
Dwt
|
Year Built
|
Carrying Value December 31, 2014
(in millions)
|
Carrying Value December 31, 2015
(in millions)
|
||||||||||||
Montecristo
|
180,263
|
2005
|
32.2
|
**
|
-
|
|||||||||||
Cohiba
|
174,234
|
2006
|
32.7
|
**
|
-
|
|||||||||||
Robusto
|
173,949
|
2006
|
32.7
|
**
|
-
|
|||||||||||
Partagas
|
173,880
|
2004
|
28.7
|
**
|
-
|
|||||||||||
Capri
|
172,579
|
2001
|
99.9
|
**
|
-
|
|||||||||||
Manasota
|
171,061
|
2004
|
52.6
|
**
|
-
|
|||||||||||
Alameda
|
170,662
|
2001
|
44.0
|
**
|
-
|
|||||||||||
Mystic
|
170,040
|
2008
|
112.1
|
**
|
-
|
|||||||||||
Flecha
|
170,012
|
2004
|
112.3
|
**
|
-
|
|||||||||||
Sorrento
|
76,633
|
2004
|
61.8
|
**
|
6.9
|
**
|
||||||||||
Mendocino
|
76,623
|
2002
|
27.5
|
**
|
5.4
|
**
|
||||||||||
Maganari
|
75,941
|
2001
|
19.5
|
**
|
5.0
|
**
|
||||||||||
Saldanha
|
75,707
|
2004
|
51.1
|
**
|
-
|
|||||||||||
Coronado
|
75,706
|
2000
|
24.2
|
**
|
4.5
|
**
|
||||||||||
Ligari
|
75,583
|
2004
|
29.7
|
**
|
6.9
|
**
|
||||||||||
Rapallo
|
75,123
|
2009
|
28.0
|
**
|
9.4
|
**
|
||||||||||
Amalfi
|
75,206
|
2009
|
36.2
|
**
|
9.4
|
**
|
||||||||||
Bargara
|
74,832
|
2002
|
31.2
|
**
|
4.7
|
**
|
||||||||||
Samatan
|
74,823
|
2001
|
44.5
|
**
|
4.2
|
**
|
||||||||||
Capitola
|
74,816
|
2001
|
31.2
|
**
|
4.2
|
**
|
||||||||||
Sonoma
|
74,786
|
2001
|
25.1
|
**
|
4.2
|
**
|
||||||||||
Majorca
|
74,477
|
2005
|
36.8
|
**
|
6.6
|
**
|
||||||||||
Redondo
|
74,716
|
2000
|
24.5
|
**
|
3.7
|
**
|
||||||||||
Topeka
|
74,716
|
2000
|
15.9
|
**
|
-
|
|||||||||||
Catalina
|
74,432
|
2005
|
33.2
|
**
|
6.6
|
**
|
||||||||||
Oregon
|
74,204
|
2002
|
43.7
|
**
|
5.4
|
**
|
||||||||||
Levanto
|
73,925
|
2001
|
32.7
|
**
|
4.2
|
**
|
||||||||||
Ecola
|
73,931
|
2001
|
25.2
|
**
|
4.2
|
**
|
||||||||||
Helena
|
73,744
|
1999
|
14.6
|
**
|
-
|
|||||||||||
Ocean Crystal
|
73,688
|
1999
|
17.9
|
**
|
4.0
|
**
|
||||||||||
Marbella
|
72,561
|
2000
|
28.0
|
**
|
4.4
|
**
|
||||||||||
Galveston
|
51,201
|
2002
|
10.5
|
**
|
-
|
|||||||||||
Byron
|
51,118
|
2003
|
40.9
|
**
|
-
|
|||||||||||
Wooloomooloo
|
76,064
|
2012
|
31.5
|
**
|
-
|
|||||||||||
Raraka
|
76,037
|
2012
|
31.5
|
**
|
11.9
|
**
|
||||||||||
Fakarava
|
206,152
|
2012
|
48.1
|
**
|
29.5
|
**
|
||||||||||
Rangiroa
|
206,026
|
2013
|
52.2
|
**
|
31.4
|
**
|
||||||||||
Negonego
|
206,097
|
2013
|
51.2
|
**
|
31.4
|
**
|
||||||||||
Raiatea
|
179,078
|
2011
|
53.2
|
|||||||||||||
Total for drybulk vessels
|
4,254,626
|
|
$ 1,548.8
|
|
$ 208.1
|
Offshore support vessels
|
||||||||||||||||
Vega Corona
|
1,430
|
2012
|
-
|
12.9
|
***
|
|||||||||||
Crescendo
|
1,457
|
2012
|
-
|
12.9
|
***
|
|||||||||||
Jubilee
|
1,317
|
2012
|
-
|
17.6
|
***
|
|||||||||||
Vega Emtoli
|
1,363
|
2012
|
-
|
17.6
|
***
|
|||||||||||
Vega Jaanca
|
1,393
|
2012
|
-
|
17.7
|
***
|
|||||||||||
Vega Inruda
|
1,393
|
2013
|
-
|
17.7
|
***
|
|||||||||||
Total for offshore support vessels
|
8,353
|
|
$ -
|
|
$96.4
|
|||||||||||
Tanker vessels
|
||||||||||||||||
Vilamoura
|
158,622
|
2011
|
61.5
|
*
|
-
|
|||||||||||
Saga
|
115,738
|
2011
|
51.4
|
*
|
-
|
|||||||||||
Daytona
|
115,896
|
2011
|
52.5
|
*
|
-
|
|||||||||||
Belmar
|
115,904
|
2011
|
54.1
|
*
|
-
|
|||||||||||
Calida
|
115,812
|
2012
|
55.2
|
*
|
-
|
|||||||||||
Lipari
|
158,425
|
2012
|
65.7
|
*
|
-
|
|||||||||||
Petalidi
|
158,532
|
2012
|
66.2
|
*
|
-
|
|||||||||||
Bordeira
|
158,513
|
2013
|
68.5
|
*
|
-
|
|||||||||||
Alicante
|
115,708
|
2013
|
59.3
|
*
|
-
|
|||||||||||
Mareta
|
115,796
|
2013
|
58.4
|
*
|
-
|
|||||||||||
Total for tanker vessels
|
1,328,946
|
|
$ 592.8
|
|
$ -
|
|||||||||||
Total
|
5,591,925
|
|
$ 2,141.6
|
|
$ 304.5
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
37.15
|
38.69
|
35.78
|
|||||||||
Total voyage days for fleet
|
13,442
|
13,889
|
12,562
|
|||||||||
Total calendar days for fleet
|
13,560
|
14,122
|
13,060
|
|||||||||
Fleet Utilization
|
99.13
|
%
|
98.35
|
%
|
96.19
|
%
|
||||||
Time charter equivalent
|
$ |
12,062
|
$ |
12,354
|
$ |
9,171
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
9.86
|
10.00
|
6.21
|
|||||||||
Total voyage days for fleet
|
3,598
|
3,650
|
2,168
|
|||||||||
Total calendar days for fleet
|
3,598
|
3,650
|
2,267
|
|||||||||
Fleet Utilization
|
100
|
%
|
100
|
%
|
95.63
|
%
|
||||||
Time charter equivalent
|
$ |
12,900
|
$ |
21,835
|
$ |
36,389
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
-
|
-
|
6.0
|
|||||||||
Total voyage days for fleet
|
-
|
-
|
426
|
|||||||||
Total calendar days for fleet
|
-
|
-
|
426
|
|||||||||
Fleet Utilization
|
-
|
-
|
100
|
%
|
||||||||
Time charter equivalent
|
-
|
-
|
$ |
18,460
|
Year ended December 31,
|
||||||||||||||||
2014
|
2015
|
Change
|
||||||||||||||
REVENUES:
|
||||||||||||||||
Revenues
|
$
|
2,185,524
|
$
|
969,825
|
$
|
(1,215,699
|
)
|
(55.6
|
)%
|
|||||||
EXPENSES:
|
||||||||||||||||
Voyage expenses
|
117,165
|
65,286
|
(51,879
|
)
|
(44.3
|
)%
|
||||||||||
Vessels and drilling units operating expenses
|
844,260
|
371,074
|
(473,186
|
)
|
(56.0
|
)%
|
||||||||||
Depreciation and amortization
|
449,792
|
227,652
|
(222,140
|
)
|
(49.4
|
)%
|
||||||||||
Loss on contract cancellation
|
1,307
|
28,241
|
26,934
|
2,060.7
|
%
|
|||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
38,148
|
1,057,116
|
1,018,968
|
2,671.1
|
%
|
|||||||||||
General and administrative expenses
|
193,686
|
104,912
|
(88,774
|
)
|
(45.8
|
)%
|
||||||||||
Legal settlements and other, net
|
(2,013
|
)
|
(2,948
|
)
|
(935
|
)
|
46.4
|
%
|
||||||||
Operating income/(loss)
|
543,179
|
(881,508
|
)
|
(1,424,687
|
)
|
(262.3
|
)%
|
|||||||||
OTHER INCOME /(EXPENSES):
|
||||||||||||||||
Interest and finance costs
|
(411,021
|
)
|
(172,132
|
)
|
238,889
|
(58.1
|
)%
|
|||||||||
Interest income
|
12,146
|
527
|
(11,619
|
)
|
(95.7
|
)%
|
||||||||||
Loss on interest rate swaps
|
(15,528
|
)
|
(11,601
|
)
|
3,927
|
(25.3
|
)%
|
|||||||||
Other, net
|
7,067
|
(9,275
|
)
|
(16,342
|
)
|
(231.2
|
)%
|
|||||||||
Total other expenses, net
|
(407,336
|
)
|
(192,481
|
)
|
214,855
|
(52.7
|
)%
|
|||||||||
INCOME/(LOSS) BEFORE INCOME TAXES AND EARNINGS OF AFFILIATED COMPANIES
|
135,843
|
(1,073,989
|
)
|
(1,209,832
|
)
|
(890.6
|
)%
|
|||||||||
Loss due to deconsolidation of Ocean Rig
|
-
|
(1,347,106
|
)
|
(1,347,106
|
)
|
-
|
||||||||||
Income taxes
|
(77,823
|
)
|
(37,119
|
)
|
40,704
|
(52.3
|
)%
|
|||||||||
Equity in net losses of Ocean Rig
|
-
|
(349,872
|
)
|
(349,872
|
)
|
-
|
||||||||||
NET INCOME/(LOSS)
|
58,020
|
(2,808,086
|
)
|
(2,866,106
|
)
|
(4,939.9
|
)%
|
|||||||||
Less: Net (income)
attributable to non-controlling interests
|
(105,532
|
)
|
(38,975
|
)
|
66,557
|
(63.1
|
)%
|
|||||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
$
|
(2,799,549
|
)
|
5,892.3
|
%
|
Year ended December 31,
|
||||||||||||||||
2013
|
2014
|
Change
|
||||||||||||||
REVENUES:
|
||||||||||||||||
Revenues
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
693,510
|
46.5
|
%
|
||||||||
EXPENSES:
|
||||||||||||||||
Voyage expenses
|
103,211
|
117,165
|
13,954
|
13.5
|
%
|
|||||||||||
Vessels and drilling units operating expenses
|
609,765
|
844,260
|
234,495
|
38.5
|
%
|
|||||||||||
Depreciation and amortization
|
357,372
|
449,792
|
92,420
|
25.9
|
%
|
|||||||||||
Loss on sale of assets, net
|
-
|
1,307
|
1,307
|
-
|
%
|
|||||||||||
Vessel impairment charge
|
43,490
|
38,148
|
(5,342
|
)
|
(12.3
|
)%
|
||||||||||
Contract termination fees and Other
|
33,293
|
-
|
(33,293
|
)
|
(100
|
)%
|
||||||||||
General and administrative expenses
|
184,722
|
193,686
|
8,964
|
4.9
|
%
|
|||||||||||
Legal settlements and other, net
|
4,585
|
(2,013
|
)
|
(6,598
|
)
|
(143.9
|
)%
|
|||||||||
Operating income
|
155,576
|
543,179
|
387,603
|
249.1
|
%
|
|||||||||||
OTHER INCOME /(EXPENSES):
|
||||||||||||||||
Interest and finance costs
|
(332,129
|
)
|
(411,021
|
)
|
(78,892
|
)
|
23.8
|
%
|
||||||||
Interest income
|
12,498
|
12,146
|
(352
|
)
|
(2.8
|
)%
|
||||||||||
Gain/(loss) on interest rate swaps
|
8,373
|
(15,528
|
)
|
(23,901
|
)
|
(285.5
|
)%
|
|||||||||
Other, net
|
2,245
|
7,067
|
4,822
|
214.8
|
%
|
|||||||||||
Total other expenses, net
|
(309,013
|
)
|
(407,336
|
)
|
(98,323
|
)
|
31.8
|
%
|
||||||||
INCOME/(LOSS) BEFORE INCOME TAXES
|
(153,437
|
)
|
135,843
|
289,280
|
(188.5
|
)%
|
||||||||||
Income taxes
|
(44,591
|
)
|
(77,823
|
)
|
(33,232
|
)
|
74.5
|
%
|
||||||||
NET INCOME/(LOSS)
|
(198,028
|
)
|
58,020
|
256,048
|
(129.3
|
)%
|
||||||||||
Less: Net (income)/loss attributable to non-controlling interests
|
(25,065
|
)
|
(105,532
|
)
|
(80,467
|
)
|
321.0
|
%
|
||||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
175,581
|
(78.7
|
)%
|
Payments due by period
|
||||||||
Obligations
|
Total
|
Less than 1
year
|
||||||
(In thousands of Dollars)
|
||||||||
Long-term debt (1)
|
$
|
341,865
|
$
|
341,865
|
||||
Interest and borrowing fees (2)
|
4,133
|
4,133
|
||||||
Total
|
$
|
345,998
|
$
|
345,998
|
(1) | As further discussed in Note 4, 7 and 11 to our consolidated financial statements, the outstanding balance of our long-term debt at December 31, 2015, was $218.2 million (gross of unamortized deferred financing fees of $0.6 million), included in current liabilities, $103.7 million included in "Liabilities held for sale" due to the sale of the respective vessel owning companies and $20.0 million included in "Due to related parties", in the consolidated balance sheet included in this annual report. The above amounts were used to partially finance the expansion of our fleet. The loans bear interest at LIBOR plus a margin. The amounts in the table under "Long Term Debt" do not include any projected interest payments. |
Loan repayments as per original terms of loan agreements
|
Payments due by period
|
|||||||||||||||||||
Total
|
Less than 1
year
|
1-3 years
|
3-5 years
|
More than
5 years
|
||||||||||||||||
(In thousands of Dollars)
|
||||||||||||||||||||
Long-term debt (1)
|
$
|
341,865
|
$
|
211,400
|
$
|
37,023
|
$
|
28,232
|
$
|
65,210
|
||||||||||
Interest and borrowing fees (2)
|
62,826
|
13,828
|
23,368
|
12,930
|
12,700
|
|||||||||||||||
Total
|
$
|
404,691
|
$
|
225,228
|
$
|
60,391
|
$
|
41,162
|
$
|
77,910
|
(2) | A portion of our long-term debt outstanding as of December 31, 2015 bears variable interest at margin over LIBOR, but such variable interest is fixed by our existing interest rate swaps. The calculation of interest payments is based on interest rates ranging from 3.11% to 8.41%, including part of interest rate swap payments for the floating rates (LIBOR). |
Name
|
Age
|
Position
|
|||
George Economou
|
63
|
Chairman, President, Chief Executive Officer and Class A Director
|
|||
Harry Kerames
|
61
|
Class B Director
|
|||
Vassilis Karamitsanis (1)
|
40
|
Class A Director
|
|||
George Xiradakis (1)
|
52
|
Class B Director
|
|||
Chryssoula Kandylidis (1)
|
62
|
Class C Director
|
|||
George Demathas
|
63
|
Class C Director
|
|||
Anthony Kandylidis
|
38
|
Exeuctive Vice President
|
|||
Ziad Nakhleh
|
43
|
Chief Financial Officer
|
|||
Niki Fotiou (2)
|
46
|
Senior Vice President Head of Accounting and Reporting
|
|||
Prokopios (Akis) Tsirigakis
|
61
|
Vice President of Offshore
|
|||
Dimitrios Dreliozis (2)
|
39
|
Financial Controller
|
|||
Anastasia Pavli
|
34
|
Secretary
|
(1) | On December 3, 2015, the members of our Board of Directors reduced to three, due to the resignation of three of our directors; Mrs. Chryssoula Kandylidis, Mr. George Xiradakis and Mr. Vassilis Karamitsanis |
(2) | On December 3, 2015, our Board of directors approved the resignation of our Senior Vice President, Head of Accounting and Reporting Mrs. Niki Fotiou as well as the appointment of our Financial Controller Mr. Dimitrios Dreliozis |
· | engaging our external and internal auditors; |
· | approving in advance all audit and non-audit services provided by the auditors; |
· | approving all fees paid to the auditors; |
· | reviewing the qualification and independence of our external auditors; |
· | reviewing our relationship with external auditors, including considering audit fees which should be paid as well as any other fees which are payable to auditors in respect of non-audit activities, discussing with the external auditors such issues as compliance with accounting princi ples and any proposals which the external auditors have made vis-а-vis our accounting principles and standards and auditing standards; |
· | overseeing our financial reporting and internal control functions; |
· | overseeing our whistleblower's process and protection; and |
· | overseeing general compliance with related regulatory requirements. |
· | each person or entity that we know beneficially owns 5% or more of our common shares; |
· | each of our executive officers, directors and key employees; and |
· | all our executive officers, directors and key employees as a group. |
Name and Address of Beneficial Owner(1)
|
Number of
Shares Owned
|
Percent of
Class(2)
|
||||||
George Economou (3)
|
4,722,685
|
17.6
|
%
|
|||||
Anthony Kandylidis
|
—
|
*
|
||||||
Harry Kerames
|
—
|
*
|
||||||
Evangelos Mytilinaios
|
—
|
*
|
||||||
George Xiradakis
|
—
|
*
|
||||||
George Demathas
|
—
|
*
|
||||||
Executive Officers, Key Employees and Directors as a Group
|
4,751,823
|
17.7
|
%
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise indicated, the business address of each beneficial owner identified is c/o DryShips, 109 Kifisias Avenue and Sina Street, Amaroussion GR 151 24 Greece.
|
(2)
|
Based on 26,881,846 common shares outstanding as of March 31, 2016.
|
(3)
|
Mr. Economou may be deemed to beneficially own 437,796 (10,944,910 common shares before the reverse stock split) of these shares through Elios Investments Inc., which is a wholly-owned subsidiary of the Entrepreneurial Spirit Foundation, a Lichtenstein foundation, or the Foundation, the beneficiaries of which are Mr. Economou and members of his family. Mr. Economou may be deemed to beneficially own 752,000 (18,800,000 common shares before the reverse stock split) of these shares through Fabiana Services S.A., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 10,180 (254,512 common shares before the reverse stock split) of these shares through Goodwill Shipping Company Limited, a Malta corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 2,324,226 (58,105,667 common shares before the reverse stock split) of these shares, through Sphinx Investment Corp., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 1,198,483 (29,962,088 common shares before the reverse stock split) of these shares through Entrepreneurial Spirit Holdings Inc., a Liberian corporation that is wholly-owned by the Foundation.
|
December 31, 2011
|
$
|
1.97
|
$
|
5.50
|
||||
December 31, 2012
|
$
|
1.58
|
$
|
3.74
|
||||
December 31, 2013
|
$
|
1.64
|
$
|
4.70
|
||||
December 31, 2014
|
$
|
0.76
|
$
|
4.50
|
||||
December 31. 2015
|
$
|
0.08
|
$
|
1.15
|
For the Quarter Ended
|
||||||||
March 31, 2014
|
$
|
3.15
|
$
|
4.50
|
||||
June 30, 2014
|
$
|
2.87
|
$
|
3.53
|
||||
September 30, 2014
|
$
|
2.44
|
$
|
3.36
|
||||
December 31, 2014
|
$
|
0.76
|
$
|
3.30
|
||||
March 31, 2015
|
$
|
0.72
|
$
|
1.15
|
||||
June 30, 2015
|
$
|
0.58
|
$
|
0.85
|
||||
September 30, 2015
|
$
|
0.16
|
$
|
0.69
|
||||
December 31, 2015
|
$
|
0.08
|
$
|
0.29
|
For the Month Ended
|
||||||||
October 2015
|
$
|
0.17
|
$
|
0.23
|
||||
November 2015
|
$
|
0.15
|
$
|
0.21
|
||||
December 2015
|
$
|
0.08
|
$
|
0.29
|
||||
January 2016
|
$
|
0.09
|
$
|
0.16
|
||||
February 2016
|
$
|
0.10
|
$
|
0.13
|
||||
March 2016
|
$
|
2.15
|
$
|
4.00
|
||||
April 1, 2016 through April 26, 2016
|
$ | 0.76 | $ | 1.86 |
· | more than 50% of the Company's stock, in terms of value, is beneficially owned by individuals who are residents of a qualified foreign country, which the Company refers to as the "50% Ownership Test"; or |
· | the Company's stock is "primarily and regularly" traded on an established securities market located in the United States or in a qualified foreign country, which the Company refers to as the "Publicly Traded Test". |
· | at least 75% of our gross income for such taxable year consists of passive income ( e.g. , dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
· | at least 50% of the average value of the assets held by the Company during such taxable year produce, or are held for the production of, passive income. |
· | the excess distribution or gain would be allocated ratably over the Non-Electing U.S. Holders' aggregate holding period for the common shares; |
· | the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and |
· | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
· | the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or |
· | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. |
· | ails to provide an accurate taxpayer identification number; |
· | is notified by the IRS that he has failed to report all interest or dividends required to be shown on his U.S. federal income tax returns; or |
· | in certain circumstances, fails to comply with applicable certification requirements. |
(U.S. Dollars in Thousands)
|
2014
|
2015
|
||||||
Audit and audit related fees
|
$
|
2,122
|
$
|
1,241
|
||||
Tax fees
|
46
|
122
|
||||||
Total fees
|
$
|
2,168
|
$
|
1,363
|
· | In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will comply with provisions of the BCA, providing that the board of directors approve share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with the BCA and our amended and restated articles of incorporation and by laws, the board of directors approves certain share issuances. |
· | Our board of directors will not hold regularly scheduled meetings at which only independent directors are present. |
· | As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our Amended and Restated Bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our Amended and Restated Bylaws provide that shareholders must give us between 150 and 180 days advance notice to properly introduce any business at a meeting of shareholders. |
1.1 | Articles of Amendment to Articles of Incorporation of DryShips Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008. |
1.2 | Amended and Restated Bylaws of DryShips Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-3 of DryShips Inc. (File No. 333-169235), filed with the SEC on September 7, 2010. |
1.3 | Certificate of Designations of Rights, Preferences and Privileges of Series A Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 2.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
1.4 | Certificate of Designations of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of DryShips Inc. |
2.1 | Form of Common Share Certificate, incorporated by reference to Exhibit 2.1 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
2.2 | Form of Global Note, incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
2.6 | Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.4 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.7 | Supplemental Indenture, dated as of January 23, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.8 | Second Supplemental Indenture, dated as of January 30, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as supplemented by a supplemental indenture, dated as of January 23, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.9 | Third Supplemental Indenture, dated as of March 15, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as supplemented by a supplemental indenture, dated as of January 23, 2013, and a second supplemental indenture dated as of January 30, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.7 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.1 | Stockholders Rights Agreement, dated January 18, 2008, by and between DryShips Inc. and American Stock Transfer & Trust Company, as Rights Agent, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008. |
4.2 | Amendment No. 1, dated as July 9, 2009, to Stockholders Rights Agreement, incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on July 15, 2009. |
4.3 | Amendment No. 2, dated as of April 21, 2010, to Stockholders Rights Agreement, incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on April 27, 2010. |
4.4 | Amended and Restated 2008 Equity Incentive Plan of DryShips Inc., incorporated by reference to Exhibit 4.1 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.5 | Loan Agreement, dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger, Lead Bookrunner and Joint Underwriter, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner and Joint Underwriter, relating to a term loan and short-term credit facilities of up to $518,750,000, or the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.4 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2005, filed with the SEC on April 21, 2006. |
4.6 | Supplemental Letter, dated May 15, 2006, to the HSH Nordbank Senior Loan Agreement and the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.7 | Supplemental Agreement, dated November 29, 2006, to the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.8 | Supplemental Agreement, dated November 29, 2006, to the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.6 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.9 | Amending and Restating Agreement, dated May 23, 2007, relating to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006, incorporated by reference to Exhibit 4.8 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.10 | Amending and Restating Agreement, dated May 23, 2007, relating to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006, incorporated by reference to Exhibit 4.9 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008 |
4.11 | Supplemental Agreement, dated February 27, 2008, to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006 and as further amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.10 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.12 | Supplemental Agreement, dated February 27, 2008, to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006 and as further amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.13 | Supplemental Letter, dated April 23, 2008, to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006, a supplemental agreement dated November 29, 2006 and a supplemental agreement dated February 27, 2008 and as amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.12 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.14 | Supplemental Letter, dated April 23, 2008, to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006, a supplemental agreement dated November 29, 2006 and a supplemental agreement dated February 27, 2008 and as amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.13 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.15 | Supplemental Agreement, dated November 17, 2009, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.15 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.16 | Supplemental Agreement, dated November 17, 2009, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.17 | Supplemental Letter, dated September 29, 2010, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 1 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 30, 2010. |
4.18 | Supplemental Letter, dated September 29, 2010, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 2 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 30, 2010. |
4.19 | Supplemental Letter, dated February 9, 2012, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.20 | Supplemental Letter, dated February 9, 2012, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.21 | Pledge and Security Agreement, dated as of February 9, 2012, made by DryShips Inc. to HSH Nordbank AG, incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.22 | Uncertificated Securities Control Agreement, dated as of February 9, 2012, among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc., incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.23 | Supplemental Letter, dated September 27, 2012, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.24 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.24 | Supplemental Letter, dated September 27, 2012, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.25 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.25 | Pledge and Security Agreement, dated as of September 27, 2012, made by DryShips Inc. to HSH Nordbank AG incorporated by reference to Exhibit 4.26 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.26 | Uncertificated Securities Control Agreement, dated as of September 27, 2012, among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc. incorporated by reference to Exhibit 4.27 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.27 | Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.28 | Waiver Letter, dated April 15, 2009, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.26 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.29 | First Supplemental Agreement, dated July 30, 2009, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.30 | Second Supplemental Agreement, dated August 25, 2010, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, as amended and supplemented by a supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.28 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.31 | Supplemental Letter, dated September 16, 2011, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, as amended and supplemented, incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.32 | Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.33 | Waiver Letter, dated February 25, 2009, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.30 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.34 | Waiver Letter, dated November, 11, 2009, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.31 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.35 | Waiver Letter, dated February 24, 2010, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.36 | Supplemental Agreement, dated April 15, 2010, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.37 | Second Supplemental Agreement, dated January 27, 2011, relating to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, as amended and supplemented by a first supplemental agreement dated April 15, 2010, incorporated by reference to Exhibit 4.42 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.38 | Supplemental Letter, dated June 29, 2011, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, as amended and supplemented by a first supplemental agreement dated April 15, 2010 and as further amended and supplemented by a second supplemental agreement dated January 27, 2011, incorporated by reference to Exhibit 4.41 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.39 | Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.40 | First Supplemental Agreement, dated December 12, 2008, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.41 | Waiver Letter, dated April 15, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008, incorporated by reference to Exhibit 4.47 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.42 | Second Supplemental Agreement, dated July 30, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008, incorporated by reference to Exhibit 4.36 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.43 | Waiver Letter, dated November 27, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008 and a second supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.49 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.44 | Amending and Restating Loan Agreement, dated January 25, 2010, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008 and a second supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.50 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.45 | Amended and Restated Loan Agreement, dated August 25, 2010, relating to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and restated on January 25, 2010 and as further amended and restated on August 25, 2010, incorporated by reference to Exhibit 4.51 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.46 | Amended and Restated Loan Agreement, dated November 29, 2010, relating to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and restated on January 25, 2010, August 25, 2010 and November 29, 2010, incorporated by reference to Exhibit 4.52 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.47 | Supplemental Letter, dated September 16, 2011, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as novated, amended and restated, incorporated by reference to Exhibit 4.56 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.48 | Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.40 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.49 | Waiver Letter, dated July 22, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.63 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.50 | First Supplemental Agreement, dated October 8, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.46 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.51 | Waiver Letter, dated November 23, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as amended, incorporated by reference to Exhibit 4.65 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.52 | Amending and Restating Loan Agreement, dated January 18, 2010, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as supplemented and amended by a first supplemental agreement dated October 8, 2009, incorporated by reference to Exhibit 4.66 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.53 | Supplemental Letter, dated June 10, 2010, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as amended and supplemented by a supplemental agreement dated October 8, 2009 and as amended and restated by an amending and restating agreement dated January 18, 2010, incorporated by reference to Exhibit 4.67 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.54 | Loan Agreement, dated February 14, 2012, for a loan of up to $122,580,000, by and among Oceanview Owners Limited, Oceansurf Owners Limited and Oceancentury Owners Limited, as joint and several Borrowers, arranged by China Development Bank Corporation, as Mandated Lead Arranger and Bank of China, as Coordinating Mandated Lead Arranger, with China Development Bank Corporation and Bank of China Limited, as Original Lenders, with China Development Bank Corporation, as Facility Agent, and China Development Bank Corporation, as Security Agent, incorporated by reference to Exhibit 4.106 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.55 | Commitment Letter, dated February 13, 2012, by and between the Company and HSH Nordbank AG relating to a term loan facility of up to $87,653,740, incorporated by reference to Exhibit 4.107 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.56 | Loan Agreement, dated March 19, 2012, by and among Amathus Owning Company Limited, Symi Owners Inc. and Kalymnos Owners Inc., as joint and several Borrowers, and the banks and financial institutions listed therein, as Lenders, and HSH Nordbank AG, as Agent, Mandated Lead Arranger, Swap Bank and Security Trustee, relating to a loan facility of up to $87,653,740, incorporated by reference to Exhibit 4.118 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.57 | Form of Vessel Management Agreement, dated January 1, 2011 with TMS Bulkers Ltd., incorporated by reference to Exhibit 4.112 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.58 | Form of Vessel Management Agreement, dated December 28, 2010 with TMS Tankers Ltd., incorporated by reference to Exhibit 4.113 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.59 | Consultancy Agreement, dated September 1, 2010, by and between DryShips Inc. and Vivid Finance Inc., incorporated by reference Exhibit 2 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 7, 2010, incorporated by reference to Exhibit 4.114 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.60 | Addendum No. 1, dated January 1, 2013, to the Consultancy Agreement, dated September 1, 2010, by and between the Company and Vivid Finance Inc., incorporated by reference to exhibit 4.41 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.61 | Drillship Master Agreement, dated November 22, 2010, by and between DryShips Inc. and a major shipyard in Korea, incorporated by reference to Exhibit 4.116 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.62 | Novation Agreement, dated December 30, 2010, by and between DryShips Inc., Ocean Rig UDW Inc. and a major shipyard in Korea., incorporated by reference to Exhibit 4.117 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.63 | Addendum No. 1, dated May 16, 2011, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010, between a major shipyard in Korea, DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to Exhibit 10.3 of the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011 |
4.64 | Addendum No. 2, dated January 27, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010 and as amended by Addendum No. 1 dated May 16, 2011, incorporated by reference to Exhibit 4.3 of the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 13, 2012 |
4.65 | Addendum No. 3 dated April 2, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea as novated by a Novation Agreement, dated December 30, 2010 and as amended, incorporated by reference to exhibit 4.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.66 | Addendum No. 4, dated September 3, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010 and as amended, incorporated by reference to exhibit 4.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.67 | Registration Rights Agreement, dated as of March 20, 2012, by and between DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to exhibit 4.4 to the Registration Statement on Form F-1 of Ocean Rig UDW Inc. (Registration No. 333-180241), filed with the SEC on March 20, 2012. |
4.68 | Supplement to Loan Agreement dated November 18, 2013, to the original Loan Agreement dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger and Lead Bookrunner, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner, as amended, relating to a term loan and short-term credit facilities of up to $110,000,000, or the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.160 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014. |
4.69 | Supplement to Loan Agreement dated November 18, 2013, to the original Loan Agreement dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger, Lead Bookrunner and Joint Underwriter, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner and Joint Underwriter, relating to a term loan and short-term credit facilities of up to $518,750,000, or the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.161 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014. |
4.70 | Form of Vessel Management Agreement, dated May 7, 2014, by and between Chloe Owning Company Limited and TMS Bulkers Ltd., incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.71 | Fifth Supplemental Agreement, dated July 11, 2014, to a Loan Agreement dated July 23, 2008, by and among Cretan Traders Inc., as Borrower, Monteagle Shipping SA, as Existing Guarantor, the banks and financial institutions listed therein, as Lenders, and Norddeutsche Landesbank Girozentrale, as Swap Bank, Underwriter, Mandated Lead Arranger, Bookrunner, Agent and Security Trustee, relating to a term loan facility of up to $126,400,000 incorporated by reference to Exhibit 4.179 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.72 | Supplemental Agreement, dated July 17, 2014, to a Loan Agreement, dated October 26, 2011, by and among Olympian Ares Owners Inc., Olympian Artemis Owners Inc., Olympian Demeter Owners Inc. and Olympian Poseidon Owners Inc., as joint and several Borrowers, DryShips Inc., as Guarantor, and ABN AMRO Bank N.V., as Facility Agent and Security Trustee, relating to a loan of $141,350,000 incorporated by reference to Exhibit 4.180 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.73 | Supplemental Agreement, dated July 31, 2014, to a Loan Agreement dated October 24, 2012, by and among Olympian Athena Owners Inc., Olympian Aphrodite Owners Inc. and Olympian Dionysus Owners Inc., as joint and several borrowers, DryShips Inc., as Guarantor, and ABN AMRO Bank N.V., as Facility Agent and Security Trustee relating to a $107,668,750 loan incorporated by reference to Exhibit 4.181 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.74 | Loan Agreement, dated October 29, 2014, by and among the subsidiaries of DryShips Inc. listed therein as Borrowers, DryShips Inc., as Parent, DryShips Inc. and the subsidiaries of DryShips Inc. listed therein as Guarantors, the financial institutions listed therein as Lenders, the financial institutions listed therein as Hedging Providers, Nordea Bank Finland plc, London Branch, as Arranger, Bookrunner and Agent, and Nordea Bank AB, London Branch as Security Agent, relating to a loan facility of up to $170,000,000 incorporated by reference to Exhibit 4.182 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.75 | Second Supplemental Agreement, dated November 12, 2014, to a Loan Agreement dated June 20, 2008, by and among Aegean Traders Inc., as Borrower, DryShips Inc., as Corporate Guarantor and Portigon AG, London Branch, as Lender, relating to a loan facility of up to $103,200,000 incorporated by reference to Exhibit 4.183 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.76 | Loan Agreement, dated November 14, 2014, by and among DryShips, Inc., as Borrower, the financial institutions listed therein as Original Lenders, and ABN AMRO Bank N.V., as Arranger, Facility Agent and Security Agent, relating to a senior secured bridge loan facility of up to $200,000,000 incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.77 | Exchangeable Promissory Note, dated November 18, 2014, by and between DryShips, Inc., as Borrower, and Alley Finance Co., or its permitted assigns, as Noteholder, relating to a $120,000,000 loan, incorporated by reference to Exhibit 4.69 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2014, filed with the SEC on March 9, 2015. |
4.78 | Fifth Amending and Restating Agreement, dated December 23, 2014, to a Loan Agreement dated March 13, 2008, by and among Ialysos Owning Company Limited, as Borrower, DryShips Inc., as Corporate Guarantor, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000 incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.79 | Fourth Supplemental Agreement, dated December 23, 2014, to a Loan Agreement dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, DryShips Inc., as Corporate Guarantor, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000 incorporated by reference to Exhibit 4.187 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.80 | Management Agreement, dated February 17, 2015, by and between Drillship Alonissos Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager, incorporated by reference to exhibit 4.68 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2014, filed with the SEC on March 9, 2015. |
4.81 | Management Agreement, dated August 27, 2013, by and between Vega Inruda AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.82 | Management Agreement, dated September 6, 2013, by and between Vega Jaanca AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.83 | Management Agreement, dated September 11, 2013, by and between Vega Crusader AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.84 | Management Agreement, dated September 11, 2013, by and between Vega Emtoli AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.85 | Management Agreement, dated September 20, 2013, by and between Vega Juniz AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.86 | Management Agreement, dated September 26, 2013, by and between Vega Corona AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.87 | Memorandum of Agreement by and between Olympian Athena Owners Inc and TMS Tankers LTD for the sale of the vessel Alicante, dated April 30, 2015 |
4.88 | Memorandum of Agreement by and between Olympian Poseidon Owners Inc and TMS Tankers LTD for the sale of the vessel Belmar, dated April 30, 2015 |
4.89 | Memorandum of Agreement by and between Olympian Aphrodite Owners Inc and Arabella Owning Company Limited for the sale of the vessel Bordeira, dated April 30, 2015 |
4.90 | Memorandum of Agreement by and between Olympian Demeter Owners Inc and TMS Tankers LTD for the sale of the vessel Calida, dated April 30, 2015 |
4.91 | Memorandum of Agreement by and between Olympian Hera Owners Inc and TMS Tankers LTD for the sale of the vessel Daytona, dated April 30, 2015 |
4.92 | Memorandum of Agreement by and between Olympian Ares Owners Inc and Alceste Owning Company Limited for the sale of the vessel Lipari, dated April 30, 2015 |
4.93 | Memorandum of Agreement by and between Olympian Dionysus Owners Inc and TMS Tankers LTD for the sale of the vessel Mareta, dated April 30, 2015 |
4.94 | Memorandum of Agreement by and between Olympian Artemis Owners Inc and Mireille Owning Company Limited for the sale of the vessel Petalidi, dated April 30, 2015 |
4.95 | Memorandum of Agreement by and between Olympian Zeus Owners Inc and TMS Tankers LTD for the sale of the vessel Saga, dated April 30, 2015 |
4.96 | Memorandum of Agreement by and between Olympian Apollo Owners Inc and Semele Owning Company Limited for the sale of the vessel Vilamoura, dated April 30, 2015 |
4.97 | Amended and Restated Secured Exchangeable Promissory Note, dated June 4, 2015, by and between DryShips Inc. and Ocean Rig UDW, Inc. |
4.98 | Addendum No 1, to the Memorandum of agreement, dated April 30, 2015 between Olympian Poseidon Owners Inc and TMS Tankers LTD for the sale of the vessel Belmar, dated June 30, 2015. |
4.99 | Termination, Release and Share Transfer Agreement, dated August 13, 2015, by and among, DryShips Inc., Alley Finance Co and Ocean Rig UDW Inc. |
4.100 | Share Purchase Agreement dated September 9, 2015, by and among, Alivia Investments Inc., as Buyer, TMS Bulkers Ltd., as Buyers' Guarantor, DryShips Inc. as Seller 1 and Oceanfreight Inc., as Seller II |
4.101 | Share Purchase Agreement, dated September 9, 2015, by and among Rossela Owning Company Limited as Buyer, TMS Bulkers Ltd. as Buyers' Guarantor, Dalian Star Shareholdings Inc. as Seller and DryShips Inc. as Guarantor |
4.102 | Memorandum of agreement, dated September 9, 2015 between Thelma Shipping Company Limited and Magenta Owning Company Limited for the sale of the vessel Manasota. |
4.103 | Memorandum of agreement, dated September 9, 2015 between Norwalk Star Owners Inc and Aurelia Owning Company Limited for the sale of the vessel Capri |
4.104 | Memorandum of agreement, dated September 9, 2015 between Fabiana Navigation Company Limited and Amaya Owning Company Limited for the sale of the vessel Alameda. |
4.105 | Addendum No 1, to the Memorandum of agreement, dated September 9, 2015 between Thelma Shipping Company Limited and Magenta Owning Company Limited, dated September 29, 2015. |
4.106 | Addendum No 1, to the Share Purchase Agreement, dated September 9, 2015 between Alivia Investments Inc and Dryships Inc and Oceanfreight Inc., dated October 9, 2015. |
4.107 | Share Purchase Agreement, dated October 21, 2015, by and among DryShips Inc., Mezzanine Financing Investment III Shareholders Ltd. and Red River Enterprises Inc., |
4.108 | Secured Revolving Facility Agreement, dated October 21, 2015, by and between DryShips Inc. as Borrower and Sifnos Shareholders Inc., as Lender. |
4.109 | First Amendment to the Facility Agreement agreement dated October 21, 2015, by and between DryShips Inc. as Borrower and Sifnos Shareholders Inc., as Lender, dated November 11, 2015 |
4.110 | Share Purchase Agreement, dated November 24, 2015, by and between Mezzanine Financing Investment III Ltd., a subsidiary of DryShips Inc., as buyer and VRG AS as seller, for the purcahse of all of the shares the buyer holds in Nautilus Offshore Services, Inc. |
4.111 | Share Purcahse Agreement by and among Tidore Investments Inc., whose performance is guaranteed by TMS Bulkers Ltd., and Oceanfreight Inc., whose performance is guaranteed by DryShips Inc., dated March 24, 2016. |
4.112 | Stock Purchase Agreement by and between DryShips Inc. and Ocean Rig Investments Inc., dated April 5, 2016. |
4.113 | Amended and Restated Secured Revolving Facility Agreement by and between DryShips Inc., and Sifnos Shareholders Inc., dated as of April 5, 2016. |
8.1 | Subsidiaries of DryShips Inc. |
12.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
12.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
13.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
13.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
15.1 | Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.) |
101 | The following materials from the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2014 and 2015; (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2014 and 2015; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2014 and 2015; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2014 and 2015; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015; and (v) the Notes to Consolidated Financial Statements |
DRYSHIPS INC.
|
||||
(Registrant)
|
||||
Date: April 27, 2016
|
|
By: |
/s/ Ziad Nakhleh
|
|
Ziad Nakhleh
|
||||
Chief Financial Officer
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Report of Independent Registered Public Accounting Firm
|
F-3
|
Consolidated Balance Sheets as of December 31, 2014 and 2015
|
F-4
|
Consolidated Statements of Operations for the years ended December 31, 2013, 2014 and 2015
|
F-5
|
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013, 2014 and 2015
|
F-6
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2014 and 2015
|
F-7
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015
|
F-9
|
Notes to Consolidated Financial Statements
|
F-11
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
REVENUES:
|
||||||||||||
Voyage and time charter revenues (including amortization of above market acquired time charters)
|
$
|
311,764
|
$
|
368,447
|
$
|
244,020
|
||||||
Service revenues, net
|
1,180,250
|
1,817,077
|
725,805
|
|||||||||
Total Revenues (Notes 2 and 18)
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||
OPERATING EXPENSES/(INCOME):
|
||||||||||||
Voyage expenses (Note 2)
|
103,211
|
117,165
|
65,286
|
|||||||||
Vessels and drilling units operating expenses
|
609,765
|
844,260
|
371,074
|
|||||||||
Depreciation and amortization (Notes 7)
|
357,372
|
449,792
|
227,652
|
|||||||||
Loss on contract cancellation (Note 6 and 15)
|
-
|
1,307
|
28,241
|
|||||||||
Contract termination fees and other (Note 6 and 15)
|
33,293
|
-
|
-
|
|||||||||
Impairment loss and loss from sale of vessels and vessel owning companies (Notes 7 and 12)
|
43,490
|
38,148
|
1,057,116
|
|||||||||
General and administrative expenses
|
184,722
|
193,686
|
104,912
|
|||||||||
Legal settlements and other, net (Note 15.1)
|
4,585
|
(2,013
|
)
|
(2,948
|
)
|
|||||||
Operating income/(loss)
|
155,576
|
543,179
|
(881,508
|
)
|
||||||||
OTHER INCOME / (EXPENSES):
|
||||||||||||
Interest and finance costs (Note 17)
|
(332,129
|
)
|
(411,021
|
)
|
(172,132
|
)
|
||||||
Interest income
|
12,498
|
12,146
|
527
|
|||||||||
Gain/(Loss) on interest rate swaps (Note 12)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
|||||||
Other, net (Note 12)
|
2,245
|
7,067
|
(9,275
|
)
|
||||||||
Total other expenses, net
|
(309,013
|
)
|
(407,336
|
)
|
(192,481
|
)
|
||||||
INCOME/(LOSS) BEFORE INCOME TAXES AND EARNINGS OF AFFILIATED COMPANIES
|
(153,437
|
)
|
135,843
|
(1,073,989
|
)
|
|||||||
Loss due to deconsolidation of Ocean Rig (Note 10)
|
-
|
-
|
(1,347,106
|
)
|
||||||||
Income taxes (Note 20)
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||
Equity in net losses of Ocean Rig (Note 10)
|
-
|
-
|
(349,872
|
)
|
||||||||
NET INCOME/(LOSS)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||
Less: Net income attributable to non-controlling interests
|
(25,065
|
)
|
(105,532
|
)
|
(38,975
|
)
|
||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC. COMMON STOCKHOLDERS
(Note 19)
|
$
|
(223,149
|
)
|
$
|
(48,209
|
)
|
$
|
(2,847,631
|
)
|
|||
LOSS PER COMMON SHARE ATTRIBUTABLE TO DRYSHIPS INC.
COMMON STOCKHOLDERS, BASIC
AND DILUTED
(Note 19)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES,
BASIC AND DILUTED
(Note 19)
|
15,362,532
|
18,241,265
|
26,598,361
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
- Net income/(loss)
|
$
|
(198,028
|
)
|
$
|
58,020
|
$
|
(2,808,086
|
)
|
||||
Other comprehensive income/ (loss):
|
||||||||||||
- Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net
|
550
|
550
|
466
|
|||||||||
- Actuarial gains/(losses)
|
3,335
|
(1,518
|
)
|
50
|
||||||||
Other comprehensive income/(loss)
|
$
|
3,885
|
$
|
(968
|
)
|
$
|
516
|
|||||
Comprehensive income/(loss)
|
(194,143
|
)
|
57,052
|
(2,807,570
|
)
|
|||||||
- Less: comprehensive income attributable to non-controlling interests
|
(26,532
|
)
|
(105,137
|
)
|
(39,090
|
)
|
||||||
Comprehensive loss attributable to DryShips Inc.
|
$
|
(220,675
|
)
|
$
|
(48,085
|
)
|
$
|
(2,846,660
|
)
|
Common Stock
|
Series B Convertible Preferred stock
|
Treasury
Stock |
||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Par
Value
|
Shares
|
Par value
|
Shares
|
Par
Value
|
Additional
Paid-in
Capital
|
Accumulated Other Comprehensive Loss
|
Retained Earnings/(Accumulated Deficit)
|
Total
DryShips Stockholders Equity
|
Non-
controlling interests
|
Total
Equity
|
|||||||||||||||||||||||||||||||||||||
BALANCE, January 1, 2013
|
16,990,483
|
$
|
170
|
—
|
$
|
—
|
(440,000
|
)
|
$
|
(4
|
)
|
$
|
2,841,496
|
$
|
(9,175
|
)
|
$
|
13,973
|
$
|
2,846,460
|
$
|
1,021,559
|
$
|
3,868,019
|
||||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(223,093
|
)
|
(223,093
|
)
|
25,065
|
(198,028
|
)
|
|||||||||||||||||||||||||||||||||
- Issuance of common stock
|
275,689
|
3
|
—
|
—
|
—
|
—
|
23,435
|
—
|
—
|
23,438
|
—
|
23,438
|
||||||||||||||||||||||||||||||||||||
- Issuance of non-vested shares
|
40,000
|
-
|
—
|
—
|
—
|
—
|
-
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
- Issuance of treasury stock
|
—
|
—
|
—
|
—
|
(400,000
|
)
|
(4
|
)
|
4
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(46,237
|
)
|
695
|
—
|
(45,542
|
)
|
168,502
|
122,960
|
||||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
2,418
|
—
|
2,418
|
1,467
|
3,885
|
||||||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
9,955
|
—
|
—
|
9,955
|
1,469
|
11,424
|
||||||||||||||||||||||||||||||||||||
BALANCE December 31, 2013
|
17,306,172
|
$
|
173
|
—
|
$
|
—
|
(840,000
|
)
|
$
|
(8
|
)
|
$
|
2,828,653
|
$
|
(6,062
|
)
|
$
|
(209,120
|
)
|
$
|
2,613,636
|
$
|
1,218,062
|
$
|
3,831,698
|
|||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(47,512
|
)
|
(47,512
|
)
|
105,532
|
58,020
|
||||||||||||||||||||||||||||||||||
- Issuance of common stock
|
10,888,394
|
109
|
—
|
—
|
—
|
—
|
422,266
|
—
|
—
|
422,375
|
—
|
422,375
|
||||||||||||||||||||||||||||||||||||
- Issuance of non vested shares
|
48,000
|
-
|
—
|
—
|
—
|
—
|
-
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
- Issuance of treasury stock
|
—
|
—
|
—
|
—
|
(604,000
|
)
|
(6
|
)
|
6
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(4,758
|
)
|
13
|
—
|
(4,745
|
)
|
3,478
|
(1,267
|
)
|
|||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(573
|
)
|
—
|
(573
|
)
|
(395
|
)
|
(968
|
)
|
||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
9,640
|
—
|
—
|
9,640
|
1,453
|
11,093
|
||||||||||||||||||||||||||||||||||||
-Dividends paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(30,563
|
)
|
(30,563
|
)
|
Common Stock
|
Series B Convertible Preferred stock
|
Treasury
Stock |
||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings/
(Accumulated Deficit)
|
Total
DryShips
Stockholders
Equity
|
Non
controlling
interests
|
Total
equity
|
|||||||||||||||||||||||||||||||||||||
BALANCE December 31, 2014
|
28,242,566
|
$
|
282
|
—
|
$
|
—
|
(1,444,000
|
)
|
$
|
(14
|
)
|
$
|
3,255,807
|
$
|
(6,622
|
)
|
$
|
(256,632
|
)
|
$
|
2,992,821
|
$
|
1,297,567
|
$
|
4,290,388
|
|||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,847,061
|
)
|
(2,847,061
|
)
|
38,975
|
(2,808,086
|
)
|
|||||||||||||||||||||||||||||||||||
- Issuance of common stock
|
—
|
—
|
—
|
—
|
—
|
—
|
(228
|
)
|
—
|
—
|
(228
|
)
|
—
|
(228
|
)
|
|||||||||||||||||||||||||||||||||
- Issuance of preferred stock
|
—
|
—
|
4,000,000
|
40
|
—
|
—
|
9,960
|
—
|
—
|
10,000
|
10,000
|
|||||||||||||||||||||||||||||||||||||
- Issuance of non-vested shares
|
84,000
|
1
|
—
|
—
|
—
|
—
|
(1
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
- Conversion of common stock to treasury stock
|
—
|
—
|
—
|
—
|
(720
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(49,444
|
)
|
169
|
—
|
(49,275
|
)
|
50,541
|
1,266
|
||||||||||||||||||||||||||||||||||
-Acquisition of Nautilus Offshore Services Inc.
|
—
|
—
|
—
|
—
|
—
|
—
|
222
|
—
|
(276
|
)
|
(54
|
)
|
54
|
-
|
||||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
401
|
—
|
401
|
115
|
516
|
||||||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
8,523
|
—
|
—
|
8,523
|
841
|
9,364
|
||||||||||||||||||||||||||||||||||||
-Deconsolidation of Ocean Rig
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,285
|
—
|
6,285
|
(1,367,567
|
)
|
(1,361,282
|
)
|
||||||||||||||||||||||||||||||||||
-Dividends paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(20,526
|
)
|
(20,526
|
)
|
||||||||||||||||||||||||||||||||||
Balance December 31, 2015
|
28,326,566
|
$
|
283
|
4,000,000
|
40
|
(1,444,720
|
)
|
$
|
(14
|
)
|
$
|
3,224,839
|
$
|
233
|
$
|
(3,103,969
|
)
|
$
|
121,412
|
$
|
—
|
$
|
121,412
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income/(loss)
|
$
|
(198,028
|
)
|
$
|
58,020
|
$
|
(2,808,086
|
)
|
||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
357,372
|
449,792
|
227,652
|
|||||||||
Amortization and write off of deferred financing fees
|
48,980
|
53,063
|
26,712
|
|||||||||
Amortization of convertible senior notes debt discount
|
43,769
|
45,261
|
-
|
|||||||||
Amortization of fair value of acquired time charters and drilling contracts
|
10,759
|
7,443
|
2,840
|
|||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
43,490
|
38,148
|
1,057,116
|
|||||||||
Loss on contract cancellation
|
-
|
1,307
|
-
|
|||||||||
Net proceeds from sale in ownerships of subsidiary
|
-
|
-
|
1,266
|
|||||||||
Equity in net losses of affiliated company
|
-
|
-
|
349,872
|
|||||||||
Loss on change of control
|
-
|
-
|
1,347,106
|
|||||||||
Forfeiture of advances for vessel acquisitions
|
-
|
13,933
|
-
|
|||||||||
Amortization of stock based compensation
|
11,424
|
11,093
|
7,806
|
|||||||||
Change in fair value of derivatives
|
(88,859
|
)
|
(29,304
|
)
|
(10,848
|
)
|
||||||
Amortization of free lubricants benefit
|
(12
|
)
|
-
|
-
|
||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade accounts receivable
|
(147,936
|
)
|
(82,667
|
)
|
(12,997
|
)
|
||||||
Due from related parties
|
1,663
|
12,089
|
19,141
|
|||||||||
Other current and non-current assets
|
(33,164
|
)
|
38,219
|
54,448
|
||||||||
Accounts payable and other current and non-current liabilities
|
9,705
|
(25,489
|
)
|
(25,263
|
)
|
|||||||
Accrued liabilities
|
55,509
|
(41,436
|
)
|
(39,590
|
)
|
|||||||
Due to related parties
|
(4,139
|
)
|
819
|
(10,261
|
)
|
|||||||
Deferred revenue
|
135,447
|
(75,183
|
)
|
28,833
|
||||||||
Net Cash Provided by Operating Activities
|
245,980
|
475,108
|
215,747
|
|||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Cash decrease due to deconsolidation of Ocean Rig
|
-
|
-
|
(621,615
|
)
|
||||||||
Acquisition of Nautilus, net of cash acquired
|
-
|
-
|
(78,203
|
)
|
||||||||
Short term investments
|
(442
|
)
|
368
|
74
|
||||||||
Fixed assets additions
|
(1,468,226
|
)
|
(806,561
|
)
|
(505,670
|
)
|
||||||
Net proceeds from sale of vessels and vessel owning companies
|
-
|
-
|
673,850
|
|||||||||
Decrease in restricted cash
|
234,338
|
51,476
|
65,866
|
|||||||||
Net Cash Used in Investing Activities
|
(1,234,330
|
)
|
(754,717
|
)
|
(465,698
|
)
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Cash Flows from Financing Activities:
|
||||||||||||
Proceeds from short and long-term credit facilities, term loans and senior notes
|
$
|
2,982,576
|
$
|
2,617,100
|
$
|
492,000
|
||||||
Principal payments and repayments of long-term debt and senior notes
|
(1,803,366
|
)
|
(2,008,826
|
)
|
(782,366
|
)
|
||||||
Payments of convertible notes
|
-
|
(700,000
|
)
|
-
|
||||||||
Net proceeds from common stock issuance
|
23,438
|
421,911
|
-
|
|||||||||
Net proceeds from sale in ownerships of subsidiary
|
122,960
|
-
|
-
|
|||||||||
Dividends paid
|
-
|
(30,563
|
)
|
(20,526
|
)
|
|||||||
Payment of financing costs, net
|
(84,066
|
)
|
(48,913
|
)
|
(5,399
|
)
|
||||||
Net Cash Provided by/(Used in) Financing Activities
|
1,241,542
|
250,709
|
(316,291
|
)
|
||||||||
Net increase/ (decrease) in cash and cash equivalents
|
253,192
|
(28,900
|
)
|
(566,242
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
341,950
|
595,142
|
566,242
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
595,142
|
$
|
566,242
|
$
|
0
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest, net of amount capitalized
|
$
|
171,649
|
$
|
267,554
|
$
|
135,954
|
||||||
Income taxes
|
50,392
|
60,374
|
20,830
|
|||||||||
Non cash financing and investing activities:
|
||||||||||||
Issuance of non-vested shares
|
10
|
12
|
21
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Customer A - Drilling segment
|
-
|
12
|
%
|
12
|
%
|
|||||||
Customer B - Drilling segment
|
26
|
%
|
15
|
%
|
14
|
%
|
||||||
Customer C - Drilling segment
|
-
|
-
|
11
|
%
|
||||||||
Customer D - Drilling segment
|
-
|
12
|
%
|
10
|
%
|
|||||||
Customer E - Drilling segment
|
11
|
%
|
10
|
%
|
10
|
%
|
||||||
Customer F - Drilling segment
|
14
|
%
|
25
|
%
|
10
|
%
|
(i) | Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting exposure to changes in the hedged item's cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated. |
(ii) | Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings. |
(i) | Ocean Rig and its subsidiaries (ownership interest as of December 31, 2015, was 40.4%). |
December 31,
|
||||||||
2014
|
2015
|
|||||||
Balance Sheet
|
||||||||
Due from related parties
|
$
|
29,203
|
$
|
20,637
|
||||
Due from related parties (current) - Total
|
29,203
|
20,637
|
||||||
Due to related parties
|
(12,717
|
)
|
(21,828
|
)
|
||||
Due to related parties (current) - Total
|
$
|
(12,717
|
)
|
$
|
(21,828
|
)
|
||
Advances for drilling units under construction for the year
|
$
|
1,546
|
$
|
-
|
||||
Vessels, net for the year
|
530
|
-
|
||||||
Drilling units, machinery and equipment, net for the year
|
2,885
|
-
|
Year ended December 31,
|
||||||||||||
Statement of Operations
|
2013
|
2014
|
2015
|
|||||||||
Voyage Revenues
|
$
|
5,306
|
$
|
44
|
$
|
-
|
||||||
Service Revenues, net
|
10,786
|
16,826
|
7,366
|
|||||||||
Voyage expenses
|
(5,525
|
)
|
(6,758
|
)
|
(4,521
|
)
|
||||||
Gain on sale of assets – commissions
|
(710
|
)
|
-
|
-
|
||||||||
Contract termination fees and other
|
(23,048
|
)
|
-
|
-
|
||||||||
General and administrative expenses
|
(76,152
|
)
|
(85,584
|
)
|
(50,498
|
)
|
||||||
Commissions for assets sold
|
-
|
-
|
(8,133
|
)
|
||||||||
Interest and finance costs
|
-
|
-
|
(3,679
|
)
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Inventories
|
$
|
20,304
|
$
|
3,531
|
||||
Deferred mobilization expenses
|
66,169
|
-
|
||||||
Prepayments and advances
|
24,856
|
2,305
|
||||||
Insurance claims (Note 15)
|
7,201
|
941
|
||||||
Other
|
3,719
|
542
|
||||||
Other current assets |
$
|
122,249
|
$
|
7,319
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Balance at beginning of year
|
$
|
679,008
|
$
|
623,984
|
||||
Advances for drilling units under construction and related costs
|
691,755
|
465,650
|
||||||
Cancellation of vessel acquisitions
|
(15,240
|
)
|
-
|
|||||
Drilling units delivered
|
(731,539
|
)
|
(728,393
|
)
|
||||
Deconsolidation of Ocean Rig
|
-
|
(361,241
|
)
|
|||||
Balance at end of year
|
$
|
623,984
|
$
|
-
|
Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
Balance, December 31, 2013
|
$
|
2,872,458
|
(623,371
|
)
|
2,249,087
|
|||||||
Additions
|
54,660
|
-
|
54,660
|
|||||||||
Depreciation
|
-
|
(123,982
|
)
|
(123,982
|
)
|
|||||||
Vessel impairment charge
|
(53,167
|
)
|
15,019
|
(38,148
|
)
|
|||||||
Balance, December 31, 2014
|
2,873,951
|
(732,334
|
)
|
2,141,617
|
||||||||
Acquisition of subsidiary
|
97,100
|
-
|
97,100
|
|||||||||
Vessels transfer to held for sale
|
(208,099
|
)
|
-
|
(208,099
|
)
|
|||||||
Vessels disposals
|
(810,810
|
)
|
-
|
(810,810
|
)
|
|||||||
Impairment loss
|
(1,855,042
|
)
|
803,962
|
(1,051,080
|
)
|
|||||||
Depreciation
|
-
|
(72,300
|
)
|
(72,300
|
)
|
|||||||
Balance, December 31, 2015
|
$
|
97,100
|
$
|
(672
|
)
|
$
|
96,428
|
Total assets
|
||||
Cash and cash equivalents
|
$
|
12
|
||
Restricted cash
|
4,920
|
|||
Accounts receivable trade, net
|
7
|
|||
Due from related parties – TMS Bulkers Ltd. (Note 4)
|
2,492
|
|||
Inventories
|
384
|
|||
Prepayments and advances
|
15
|
|||
Insurance claims
|
97
|
|||
Vessels held for sale
|
208,099
|
|||
Total assets held for sale
|
$
|
216,026
|
Total liabilities
|
||||
Bank debt
|
$
|
103,680
|
||
Accounts payable
|
1
|
|||
Accrued liabilities
|
271
|
|||
Deferred revenues
|
414
|
|||
Total liabilities held for sale
|
$
|
104,366
|
Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
Balance, December 31, 2013
|
$
|
6,637,843
|
$
|
(809,612
|
)
|
$
|
5,828,231
|
|||||
Additions
|
755,330
|
-
|
755,330
|
|||||||||
Depreciation
|
-
|
(323,814
|
)
|
(323,814
|
)
|
|||||||
Balance, December 31, 2014
|
$
|
7,393,173
|
$
|
(1,133,426
|
)
|
$
|
6,259,747
|
|||||
Additions
|
806,353
|
-
|
806,353
|
|||||||||
Depreciation
|
-
|
(154,481
|
)
|
(154,481
|
)
|
|||||||
Deconsolidation of Ocean Rig
|
(8,199,526
|
)
|
1,287,907
|
(6,911,619
|
)
|
|||||||
Balance December 31, 2015
|
$
|
-
|
$
|
-
|
$
|
-
|
Assets:
|
|
|||
Current assets
|
$
|
22,609
|
||
Vessels
|
97,100
|
|||
Goodwill
|
7,002
|
|||
Above-market acquired time charters
|
12,474
|
|||
Other non-current assets
|
5,562
|
|||
Total assets acquired
|
144,747
|
|||
Liabilities:
|
||||
Total current liabilities
|
12,691
|
|||
Total non-current liabilities
|
39,988
|
|||
Total liabilities assumed
|
52,679
|
|||
|
||||
Fair value of non – controlling interests
|
1,500
|
|||
Net assets acquired
|
$
|
90,568
|
||
Consideration paid
|
87,000
|
|||
Working capital adjustment
|
3,568
|
|||
Total consideration
|
90,568
|
Amortization Schedule
|
||||||||||||||||
Amount
Acquired |
Amortization
as of December 31, 2015 |
2016
|
2017
|
|||||||||||||
Above-market acquired time charters
|
$
|
12,474
|
$
|
1,467
|
$
|
7,670
|
$
|
3,337
|
|
December 31,
|
|||||||
|
2014
|
2015
|
||||||
Pro forma revenues
|
$
|
2,233,015
|
$
|
1,011,674
|
||||
Pro forma operating income/(loss)
|
554,870
|
(866,317
|
)
|
|||||
Pro forma net loss
|
(38,874
|
)
|
(2,838,322
|
)
|
||||
Pro forma per share amounts:
|
||||||||
Basic net loss per share
|
$
|
(2.13
|
)
|
$
|
(106.71
|
)
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Security deposits for derivatives
|
$
|
550
|
$
|
727
|
||||
Deferred operating expenses
|
43,327
|
-
|
||||||
Prepaid investments
|
57,910
|
-
|
||||||
Intangible assets, net
|
4,732
|
-
|
||||||
$
|
106,519
|
$
|
727
|
Entity
|
Participation % December 31, 2015
|
|||
Ocean Rig
|
40.4
|
%
|
December 31, 2015
|
||||
Current assets
|
$
|
1,252,169
|
||
Non-current assets
|
6,782,118
|
|||
Current liabilities
|
400,207
|
|||
Non-current liabilities
|
$
|
4,343,991
|
||
Year ended December 31, 2015
|
||||
Revenues
|
$
|
1,748,200
|
||
Net income
|
$
|
95,339
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
6.5% Drill Rigs Senior Secured Notes
|
$
|
800,000
|
$
|
-
|
||||
7.25% Ocean Rig Senior Unsecured Notes
|
500,000
|
-
|
||||||
Secured Credit Facilities- Drybulk Segment
|
685,410
|
218,185
|
||||||
Secured Credit Facilities- Tanker Segment
|
277,913
|
-
|
||||||
Secured Bridge Credit Facility
|
200,000
|
-
|
||||||
$1.9 billion Secured Term Loan B Facility - Drilling Segment
|
1,876,250
|
-
|
||||||
$1.3 billion Senior Secured Term Loan B Facility – Drilling Segment
|
1,296,750
|
-
|
||||||
Less: Deferred financing costs
|
(118,710
|
)
|
(636
|
)
|
||||
Total debt
|
5,517,613
|
217,549
|
||||||
Less: Current portion
|
(1,165,021
|
)
|
(217,549
|
)
|
||||
Long-term portion
|
$
|
4,352,592
|
$
|
-
|
Loan
|
Loan agreement date
|
Original Amount
|
December 31, 2014
|
New Loans
|
Repayments/Transfers
|
Deconsolidation of
Ocean Rig
|
December 31, 2015
|
||||||||||||||||||
Secured Credit Facility
|
October 2, 2007
|
$
|
35,000
|
$
|
12,800
|
-
|
(12,800
|
)
|
-
|
$
|
-
|
||||||||||||||
Secured Credit Facility
|
October 5, 2007
|
90,000
|
53,000
|
-
|
(9,300
|
)
|
-
|
43,700
|
|||||||||||||||||
Secured Credit Facility
|
June 20, 2008
|
103,200
|
21,250
|
-
|
(3,000
|
)
|
-
|
18,250
|
|||||||||||||||||
Secured Credit Facility
|
May 13, 2008
|
125,000
|
15,706
|
-
|
(15,706
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
May 5, 2008
|
90,000
|
30,000
|
-
|
(30,000
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
November 16, 2007
|
47,000
|
14,000
|
-
|
(1,500
|
)
|
-
|
12,500
|
|||||||||||||||||
Secured Credit Facility
|
July 23, 2008
|
126,400
|
42,625
|
-
|
(42,625
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
March 13, 2008
|
130,000
|
28,905
|
-
|
(1,338
|
)
|
-
|
27,567
|
|||||||||||||||||
Secured Credit Facility
|
February 7, 2011
|
70,000
|
52,500
|
-
|
(52,500
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
April 20, 2011
|
32,313
|
24,773
|
-
|
(24,773
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
October 26, 2011
|
141,350
|
112,390
|
-
|
(112,390
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
October 24, 2012
|
107,669
|
88,249
|
-
|
(88,249
|
)
|
-
|
||||||||||||||||||
Term Loan B Facility
|
July 12, 2013
|
1,900,000
|
1,876,250
|
-
|
(9,500
|
)
|
(1,866,750
|
)
|
-
|
||||||||||||||||
Term Loan B Facility
|
July 25, 2014
|
1,300,000
|
1,296,750
|
-
|
(6,500
|
)
|
(1,290,250
|
)
|
-
|
||||||||||||||||
Secured Term Loan Facility
|
February 13, 2015
|
475,000
|
-
|
462,000
|
(9,726
|
)
|
(452,274
|
)
|
-
|
||||||||||||||||
Secured Credit Facility
|
March 31, 2006
|
753,637
|
174,406
|
-
|
(72,834
|
)
|
-
|
101,572
|
|||||||||||||||||
Secured Credit Facility
|
March 19, 2012
|
19,065
|
15,789
|
-
|
(1,193
|
)
|
-
|
14,596
|
|||||||||||||||||
Secured Credit Facility
|
February 14, 2012
|
122,580
|
109,830
|
-
|
(109,830
|
)
|
-
|
-
|
|||||||||||||||||
Secured Bridge Credit Facility
|
November 14, 2014
|
200,000
|
200,000
|
-
|
(200,000
|
)
|
-
|
-
|
|||||||||||||||||
Senior Secured Credit Facility
|
October 29, 2014
|
167,100
|
167,100
|
-
|
(167,100
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
July 29, 2013
|
23,000
|
-
|
17,825
|
(17,825
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
November 23, 2012
|
38,220
|
-
|
27,710
|
(27,710
|
)
|
-
|
-
|
|||||||||||||||||
6.5% Drill Rigs Senior Secured Notes
|
September 20, 2012
|
800,000
|
800,000
|
-
|
-
|
(800,000
|
)
|
-
|
|||||||||||||||||
7.25% Ocean Rig's Senior Unsecured Notes
|
March 26, 2014
|
500,000
|
500,000
|
-
|
-
|
(500,000
|
)
|
-
|
|||||||||||||||||
$
|
5,636,323
|
507,535
|
(1,016,399
|
)
|
(4,909,274
|
)
|
$
|
218,185
|
2016
|
$
|
218,185
|
||
Total principal payments
|
218,185
|
|||
Less: Financing fees
|
(636
|
)
|
||
Total debt
|
$
|
217,549
|
Asset Derivatives
|
Liability Derivatives
|
||||||||||||||||||
Derivatives not designated as hedging
instruments
|
Balance Sheet
Location
|
December 31,
2014
Fair value
|
December 31,
2015
Fair value
|
Balance Sheet
Location
|
December 31,
2014
Fair value
|
December 31,
2015
Fair value
|
|||||||||||||
Interest rate swaps
|
Financial instruments-current assets
|
$
|
-
|
$
|
-
|
Financial instruments- current liabilities
|
$
|
30,447
|
$
|
2,604
|
|||||||||
Interest rate swaps
|
Financial instruments- non-current assets
|
11,086
|
411
|
Financial instruments- non-current liabilities
|
10,420
|
-
|
|||||||||||||
Total derivatives not designated as hedging instruments
|
$
|
11,086
|
$
|
411
|
$
|
40,867
|
$
|
2,604
|
|||||||||||
Total derivatives
|
$
|
11,086
|
$
|
411
|
Total derivatives
|
$
|
40,867
|
$
|
2,604
|
Amount of Gain/(Loss)
|
|||||||||||||
Derivatives not designated as hedging instruments
|
Location of Gain or (Loss) Recognized
|
Year Ended
December 31,
2013
|
Year Ended
December 31,
2014
|
Year Ended
December 31,
2015
|
|||||||||
Interest rate swaps
|
Gain/(Loss) on interest rate swaps
|
$
|
8,373
|
$
|
(15,528
|
)
|
$
|
(11,601
|
)
|
||||
Total
|
$
|
8,373
|
$
|
(15,528
|
)
|
$
|
(11,601
|
)
|
December 31,
2014
|
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Recurring measurements:
|
||||||||||||||||
Interest rate swaps - asset position
|
$
|
11,086
|
$
|
-
|
$
|
11,086
|
$
|
-
|
||||||||
Interest rate swaps - liability position
|
$
|
(40,867
|
)
|
$
|
-
|
$
|
(40,867
|
)
|
$
|
-
|
||||||
Total
|
$
|
(29,781
|
$
|
-
|
$
|
(29,781
|
)
|
$
|
-
|
December 31,
2015
|
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Recurring measurements:
|
||||||||||||||||
Interest rate swaps - asset position
|
$
|
411
|
$
|
-
|
$
|
411
|
$
|
-
|
||||||||
Interest rate swaps - liability position
|
$
|
(2,604
|
)
|
$
|
-
|
$
|
(2,604
|
)
|
$
|
-
|
||||||
Total
|
$
|
(2,193
|
)
|
$
|
-
|
$
|
(2,193
|
)
|
$
|
-
|
||||||
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
||||||||||
Non-Recurring measurements:
|
||||||||||||
Long-lived assets held and used
|
$
|
-
|
$
|
10,500
|
$
|
-
|
||||||
Total
|
$
|
-
|
$
|
10,500
|
$
|
-
|
||||||
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
||||||||||
Non-Recurring measurements:
|
||||||||||||
Investment in affiliate (Note 10)
|
$
|
514,047
|
$
|
-
|
$
|
-
|
||||||
Vessels held for sale
|
-
|
208,099
|
-
|
|||||||||
Total
|
$
|
514,047
|
$
|
208,099
|
$
|
-
|
||||||
Year Ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Net loss attributable to Dryships Inc.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||
Transfers to the non-controlling interest:
|
||||||||||||
Decrease in Dryships Inc. equity for reduction in subsidiary ownership
|
(45,542
|
)
|
(4,758
|
)
|
(49,444
|
)
|
||||||
Net transfers to the non-controlling interest
|
(45,542
|
)
|
(4,758
|
)
|
(49,444
|
)
|
||||||
Net loss attributable to Dryships Inc. and transfers to/from the non-controlling interest
|
$
|
(268,635
|
)
|
$
|
(52,270
|
)
|
$
|
(2,896,505
|
)
|
Number of
non
vested shares
|
Weighted average grant
date fair value per
non vested shares
|
|||||||
Balance December 31, 2012
|
240,200
|
$
|
5.50
|
|||||
Granted
|
40,000
|
2.01
|
||||||
Vested
|
(53,533
|
)
|
4.63
|
|||||
Balance December 31, 2013
|
226,667
|
$
|
5.09
|
|||||
Granted
|
132,000
|
1.87
|
||||||
Vested
|
(69,333
|
)
|
4.31
|
|||||
Balance December 31, 2014
|
289,334
|
$
|
3.81
|
|||||
Vested
|
(97,333
|
)
|
3.38
|
|||||
Balance December 31, 2015
|
192,001
|
$
|
4.02
|
Number of
vested shares
|
Weighted average grant
date fair value per
vested shares
|
|||||||
As at December 31, 2012
|
343,921
|
$
|
13.91
|
|||||
Granted and vested
|
13,333
|
2.01
|
||||||
Non vested shares granted in prior years and vested 2013
|
40,200
|
5.50
|
||||||
As at December 31, 2013
|
397,454
|
$
|
12.66
|
|||||
Granted and vested
|
16,000
|
3.26
|
||||||
Non vested shares granted in prior years and vested 2014
|
53,333
|
4.63
|
||||||
As at December 31, 2014
|
466,787
|
$
|
11.42
|
|||||
Non vested shares granted in prior years and vested 2015
|
97,333
|
3.38
|
||||||
As at December 31, 2015
|
564,120
|
$
|
10.03
|
Year ended December 31,
|
||||||||||||||||||||||||
2014
|
2015
|
|||||||||||||||||||||||
Attributable
to Dryships
|
Attributable
to non
controlling
interest
|
Total
|
Attributable
to Dryships
|
Attributable
to non
controlling
interest
|
Total
|
|||||||||||||||||||
Cash flows hedges realized gain/(loss)
|
$
|
(8,570
|
)
|
$
|
(5,878
|
)
|
$
|
(14,448
|
)
|
$
|
225
|
$
|
-
|
$
|
225
|
|||||||||
Actuarial pension gain
|
1,948
|
1,336
|
3,284
|
8
|
-
|
8
|
||||||||||||||||||
Total
|
$
|
(6,622
|
)
|
$
|
(4,542
|
)
|
$
|
(11,164
|
)
|
$
|
233
|
$
|
-
|
$
|
233
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Interest incurred on long-term debt
|
$
|
251,596
|
$
|
317,445
|
$
|
150,061
|
||||||
Interest, amortization and write off of financing fees on loan from affiliate
|
-
|
-
|
3,642
|
|||||||||
Amortization and write-off of financing fees
|
46,006
|
50,551
|
23,834
|
|||||||||
Discount on receivable from drilling contract
|
-
|
-
|
4,048
|
|||||||||
Amortization of convertible notes discount
|
43,769
|
45,261
|
-
|
|||||||||
Amortization of share lending agreement-note issuance costs
|
2,974
|
2,733
|
-
|
|||||||||
Commissions, commitment fees and other financial expenses
|
57,498
|
34,256
|
2,607
|
|||||||||
Capitalized interest
|
(69,714
|
)
|
(39,225
|
)
|
(12,060
|
)
|
||||||
Total
|
$
|
332,129
|
$
|
411,021
|
$
|
172,132
|
Drybulk Segment
|
Offshore Support Segment
|
Drilling Segment
|
Tanker Segment
|
TOTAL
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues
|
$
|
191,024
|
$
|
205,630
|
$
|
115,598
|
$
|
-
|
$
|
-
|
$
|
8,118
|
$
|
1,180,250
|
$
|
1,817,077
|
$
|
725,805
|
$
|
120,740
|
$
|
162,817
|
$
|
120,304
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||||||||||||||||||||||||||
Vessels and drilling units operating expenses
|
78,594
|
90,376
|
87,704
|
-
|
-
|
3,977
|
504,957
|
727,832
|
259,623
|
26,214
|
26,052
|
19,770
|
609,765
|
844,260
|
371,074
|
|||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization
|
96,624
|
99,631
|
65,607
|
-
|
-
|
672
|
236,689
|
325,744
|
155,352
|
24,059
|
24,417
|
6,021
|
357,372
|
449,792
|
227,652
|
|||||||||||||||||||||||||||||||||||||||||||||
Contract termination fees and other
|
32,283
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,010
|
-
|
-
|
33,293
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||||||
Loss on contract cancellation
|
-
|
1,307
|
28,241
|
- | - | - | - |
-
|
- |
-
|
- | - |
-
|
1,307
|
28,241
|
|||||||||||||||||||||||||||||||||||||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
43,490
|
38,148
|
1,000,485
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
56,631
|
43,490
|
38,148
|
1,057,116
|
|||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses
|
44,819
|
48,441
|
44,519
|
-
|
-
|
2,858
|
126,868
|
131,745
|
46,989
|
13,035
|
13,500
|
10,546
|
184,722
|
193,686
|
104,912
|
|||||||||||||||||||||||||||||||||||||||||||||
Gain/(loss) on interest rate swaps
|
(1,226
|
)
|
(1,142
|
)
|
(567
|
)
|
-
|
-
|
-
|
8,616
|
(12,671
|
)
|
(9,588
|
)
|
983
|
(1,715
|
)
|
(1,446
|
)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
||||||||||||||||||||||||||||||||||||
Gain/(loss) on FFA's
|
(31,362
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
31,362
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||||||||||||
Income taxes
|
-
|
-
|
-
|
-
|
-
|
(188
|
)
|
(44,591
|
)
|
(77,823
|
)
|
(36,931
|
)
|
-
|
-
|
-
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||||||||||||||||||||||||||||||||||
Net income/(loss)
|
(265,399
|
)
|
(206,303
|
)
|
(1,180,056
|
)
|
-
|
-
|
(2,711
|
)
|
64,287
|
259,654
|
(1,601,451
|
)
|
3,084
|
4,669
|
(23,868
|
)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||||||||||||||||||||||||||||||||
Net income/(loss) attributable to Dryships Inc.
|
(265,399
|
)
|
(206,303
|
)
|
(1,180,056
|
)
|
-
|
-
|
(2,657
|
)
|
39,222
|
154,122
|
(1,640,480
|
)
|
3,084
|
4,669
|
(23,868
|
)
|
(223,093
|
)
|
(47,512
|
)
|
(2,847,061
|
)
|
||||||||||||||||||||||||||||||||||||
Interest and finance cost
|
(102,656
|
)
|
(102,806
|
)
|
(45,321
|
)
|
-
|
-
|
(105
|
)
|
(218,384
|
)
|
(298,839
|
)
|
(123,463
|
)
|
(11,089
|
)
|
(10,540
|
)
|
(8,766
|
)
|
(332,129
|
)
|
(412,185
|
)
|
(177,655
|
)
|
||||||||||||||||||||||||||||||||
Interest income
|
2,900
|
1,074
|
76
|
-
|
-
|
2
|
9,595
|
12,227
|
5,954
|
3
|
9
|
18
|
12,498
|
13,310
|
6,050
|
|||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of derivatives (gain)/loss
|
(42,125
|
)
|
(21,069
|
)
|
(10,768
|
)
|
-
|
-
|
(6
|
)
|
(44,383
|
)
|
(15,909
|
)
|
349
|
(2,351
|
)
|
7,674
|
(423
|
)
|
(88,859
|
)
|
(29,304
|
)
|
(10,848
|
)
|
||||||||||||||||||||||||||||||||||
Total assets
|
$
|
1,777,176
|
$
|
1,731,295
|
$
|
342,287
|
$
|
-
|
$
|
-
|
$
|
131,124
|
$
|
7,674,674
|
$
|
8,095,212
|
$
|
-
|
$
|
671,842
|
$
|
650,082
|
$
|
2,641
|
$
|
10,123,692
|
$
|
10,476,589
|
$
|
476,052
|
December 31, 2014
|
December 31, 2015
|
|||||||
Interest and finance costs
|
||||||||
Interest for reportable segments
|
412,185
|
177,655
|
||||||
Elimination of intersegment interest
|
(1,164
|
)
|
(5,523
|
)
|
||||
Total consolidated Interest and finance costs
|
$
|
411,021
|
$
|
172,132
|
Interest income
|
||||||||
Interest for reportable segments
|
13,310
|
6,050
|
||||||
Elimination of intersegment interest
|
(1,164
|
)
|
(5,523
|
)
|
||||
Total consolidated Interest income
|
12,146
|
527
|
||||||
Total Assets
|
||||||||
Total Assets for reportable segments
|
10,476,589
|
476,052
|
||||||
Elimination of intersegment receivables
|
(117,219
|
)
|
-
|
|||||
Total consolidated Assets
|
10,359,370
|
476,052
|
For the years ended December 31,
|
||||||||||||
Country
|
2013
|
2014
|
2015
|
|||||||||
Congo
|
$
|
-
|
$
|
-
|
$
|
31,807
|
||||||
Norway
|
157,740
|
220,044
|
101,584
|
|||||||||
Brazil
|
353,397
|
581,635
|
253,283
|
|||||||||
Ivory Coast
|
86,486
|
97,232
|
12,065
|
|||||||||
Tanzania
|
72,083
|
-
|
-
|
|||||||||
Angola
|
227,603
|
807,742
|
275,410
|
|||||||||
Falkland
|
-
|
-
|
51,656
|
|||||||||
Gabon/ West Africa
|
81,104
|
110,424
|
-
|
|||||||||
Liberia
|
55,601
|
-
|
-
|
|||||||||
Ireland
|
104,014
|
-
|
-
|
|||||||||
Sierra Leone
|
37,272
|
-
|
-
|
|||||||||
Other
|
4,950
|
-
|
-
|
|||||||||
Total leasing and service revenues
|
$
|
1,180,250
|
$
|
1,817,077
|
$
|
725,805
|
For the years ended December 31,
|
||||||||||||||||||||||||||||||||||||
2013
|
2014
|
2015
|
||||||||||||||||||||||||||||||||||
Income
(numerator)
|
Weighted-
average
number of
outstanding
shares
(denominator)
|
Amount
per share
|
Income
(numerator)
|
Weighted-
average
number of
outstanding
share
(denominator)
|
Amount
per share
|
Income
(numerator)
|
Weighted-
average
number of
outstanding
shares
(denominator)
|
Amount
per share
|
||||||||||||||||||||||||||||
Net income/(loss) attributable to DryShips Inc.
|
$
|
(223,093
|
)
|
-
|
$
|
-
|
$
|
(47,512
|
)
|
-
|
$
|
-
|
$
|
(2,847,061
|
)
|
-
|
$
|
-
|
||||||||||||||||||
-Less: Non-vested common stock dividends declared and undistributed earnings
|
(56
|
)
|
-
|
-
|
(697
|
)
|
-
|
-
|
(570
|
)
|
-
|
-
|
||||||||||||||||||||||||
Basic EPS
|
||||||||||||||||||||||||||||||||||||
Income/(loss) available to common stockholders
|
$
|
(223,149
|
)
|
15,362,532
|
$
|
(14.53
|
)
|
$
|
(48,209
|
)
|
18,241,265
|
$
|
(2.64
|
)
|
$
|
(2,847,631
|
)
|
26,598,361
|
$
|
(107.06
|
)
|
|||||||||||||||
Dilutive effect of securities
|
||||||||||||||||||||||||||||||||||||
Diluted EPS
|
||||||||||||||||||||||||||||||||||||
Income/(loss) available to common stockholders
|
$
|
(223,149
|
)
|
15,362,532
|
$
|
(14.53
|
)
|
$
|
(48,209
|
)
|
18,241,265
|
$
|
(2.64
|
)
|
$
|
(2,847,631
|
)
|
26,598,361
|
$
|
(107.06
|
)
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Domestic income / (loss) (Republic of the Marshall Islands)
|
$
|
(66,604
|
)
|
$
|
(161,913
|
)
|
$
|
90,181
|
||||
Foreign income
|
174,518
|
499,539
|
42,277
|
|||||||||
Total income before taxes
|
$
|
107,914
|
$
|
337,626
|
$
|
132,458
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Current Tax expense
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
||||||
Income taxes
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
||||||
Effective tax rate
|
41.3
|
%
|
23.1
|
%
|
28.0
|
%
|
Year Ended December 31,
|
||||||||||||
Reconciliation of total tax expense:
|
2013
|
2014
|
2015
|
|||||||||
Differences in tax rates
|
$
|
89
|
$
|
-
|
$
|
-
|
||||||
Adjustments in respect to current income tax of previous years
|
683
|
-
|
-
|
|||||||||
Tax rate on interest
|
742
|
-
|
-
|
|||||||||
Effect of exchange rate differences
|
7
|
-
|
-
|
|||||||||
Income tax
|
43,070
|
70,441
|
37,119
|
|||||||||
Taxes on litigation matters subject to statutory rates, including interest and penalties
|
-
|
7,382
|
-
|
|||||||||
Total
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
Year ended December 31,
|
||||||||
2014
|
2015
|
|||||||
Deferred tax assets
|
||||||||
Net operations loss carry forward
|
$
|
-
|
$
|
-
|
||||
Accelerated depreciation of assets
|
101
|
55
|
||||||
Pension
|
1,184
|
904
|
||||||
Total deferred tax assets
|
$
|
1,285
|
$
|
959
|
||||
Less: valuation allowance
|
(1,285
|
)
|
(959
|
)
|
||||
Total deferred tax assets, net
|
$
|
-
|
$
|
-
|
2013
|
2014
|
2015
|
||||||||||
- Net loss
|
$
|
(223,596
|
)
|
$
|
(47,512
|
)
|
(2,847,061
|
)
|
||||
Other comprehensive income/ (loss):
|
||||||||||||
- Unrealized gain/(loss) on senior notes
|
-
|
-
|
-
|
|||||||||
- Reclassification of gain associated with Senior Notes to Consolidated Statement of Operations, net
|
-
|
-
|
-
|
|||||||||
- Reclassification of losses on previously designated cash flow hedges to Consolidated Statement of Operations, net
|
-
|
-
|
-
|
|||||||||
- Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net
|
331
|
327
|
368
|
|||||||||
- Actuarial gains/(losses)
|
2,087
|
(900
|
)
|
33
|
||||||||
Other comprehensive income/(loss)
|
$
|
2,418
|
$
|
(573
|
)
|
401
|
||||||
Comprehensive loss
|
$
|
(221,178
|
)
|
$
|
(48,085
|
)
|
(2,846,660
|
)
|
||||
2013
|
2014
|
2015
|
||||||||||
Net Cash Used in Operating Activities
|
$
|
(85,042
|
)
|
$
|
(68,370
|
)
|
101,851
|
|||||
Cash Flows from Investing Activities:
|
||||||||||||
Investments in subsidiaries
|
8,515
|
(32.250
|
)
|
(88,099
|
)
|
|||||||
Dividends received
|
-
|
44,631
|
29,755
|
|||||||||
Restricted cash
|
52,033
|
(3,811
|
)
|
1,353
|
||||||||
Net Cash Used in Investing Activities
|
60,548
|
8,570
|
(56,991
|
)
|
||||||||
Cash Flows from Financing Activities:
|
||||||||||||
Due to subsidiaries
|
(67,735
|
)
|
23,465
|
208,731
|
||||||||
Payments of convertible notes
|
(97,164
|
)
|
(700,000
|
)
|
(272,834
|
)
|
||||||
Net proceeds from common stock issuance
|
23,438
|
421,911
|
-
|
|||||||||
Net proceeds from sale of shares in subsidiary
|
122,960
|
-
|
-
|
|||||||||
Proceeds from long-term term loans and notes
|
-
|
320,000
|
20,000
|
|||||||||
Payment of financing costs
|
(2,543
|
)
|
(5,538
|
)
|
(829
|
)
|
||||||
Net Cash Provided by Financing Activities
|
(21,044
|
)
|
59,838
|
(44,932
|
)
|
|||||||
Net (decrease) / increase in cash and cash equivalents
|
(45,538
|
)
|
38
|
(72
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
45,619
|
81
|
119
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
81
|
$
|
119
|
47
|
|||||||
Year ending December 31,
|
Amount
|
|||
2016
|
$
|
121,572
|
||
Total principal payments
|
121,572
|
|||
Less-Financing fees
|
(1,046
|
)
|
||
Total debt
|
$
|
120,526
|
/s/ Ziad Nakleh
|
||
Name: Ziad Nakleh
|
||
Title: Chief Financial Officer
|
||
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
30
th
April 2015
|
|
Built:
2013
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA3012
|
Grt/Nrt:
61,332/ 35,877
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
|
|
|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
It is mutually agreed between the party stated in
Box 3
and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LASL7
|
IMO No.
|
-
|
9651321
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,359.60
|
|
Grt
|
-
|
1,678
|
|
Nrt
|
-
|
503
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
06/09 - 31/12 (117 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
551,280
|
143,317
|
||||||||
2
|
STORES
|
47,619
|
12,380
|
||||||||
3
|
SPARES
|
133,848
|
34,797
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
79,209
|
20,592
|
||||||||
5
|
LUBRICANTS
|
15,210
|
3,954
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
89,622
|
23,299
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
84,474
|
21,961
|
||||||||
GRAND TOTAL OPERATING COST
|
1,001,262
|
260,300
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
8,558
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10 ); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub- clause 5(b)(i) ; |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub -clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub -clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub- clauses 5(b)(ii) , and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub -clause 5(b)(i) . |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5 ; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub -clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub -clause 5(b)(i) , Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub -clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub -clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
(Continued)
|
||
It is mutually agreed between the party stated in
Box 3
and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LARY7
|
IMO No.
|
-
|
9655676
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2013
|
|
SDWT
|
-
|
1,401
|
|
Grt
|
-
|
1,727
|
|
Nrt
|
-
|
518
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
27/08 - 31/12 (127 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
558,051
|
133,654
|
||||||||
2
|
STORES
|
51,689
|
12,380
|
||||||||
3
|
SPARES
|
145,288
|
34,797
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
85,979
|
20,592
|
||||||||
5
|
LUBRICANTS
|
16,510
|
3,954
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
97,227
|
23,286
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
90,551
|
21,687
|
||||||||
GRAND TOTAL OPERATING COST
|
1,045,295
|
250,350
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
8,231
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10 ); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub- clause 5(b)(i) ; |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub -clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub -clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub- clauses 5(b)(ii) , and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub -clause 5(b)(i) . |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5 ; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub -clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub -clause 5(b)(i) , Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub -clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub -clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
It is mutually agreed between the party stated in
Box 3
and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQF7
|
IMO No.
|
-
|
9651345
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,456.91
|
|
Grt
|
-
|
1,680
|
|
Nrt
|
-
|
504
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
11/09 - 31/12 (112 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
404,992
|
109,987
|
||||||||
2
|
STORES
|
48,720
|
13,231
|
||||||||
3
|
SPARES
|
127,120
|
34,523
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
75,824
|
20,592
|
||||||||
5
|
LUBRICANTS
|
21,504
|
5,840
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
85,743
|
23,286
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
65,968
|
17,915
|
||||||||
GRAND TOTAL OPERATING COST
|
829,871
|
225,374
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,410
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10 ); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub- clause 5(b)(i) ; |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub -clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub -clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub- clauses 5(b)(ii) , and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub -clause 5(b)(i) . |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5 ; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub -clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub -clause 5(b)(i) , Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub -clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub -clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
It is mutually agreed between the party stated in
Box 3
and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQY7
|
IMO No.
|
-
|
9655731
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2013
|
|
SDWT
|
-
|
1,362.33
|
|
Grt
|
-
|
1,695
|
|
Nrt
|
-
|
508
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
11/09 - 31/12 (112 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
455,280
|
123,644
|
||||||||
2
|
STORES
|
45,529
|
12,365
|
||||||||
3
|
SPARES
|
128,912
|
35,010
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
75,824
|
20,592
|
||||||||
5
|
LUBRICANTS
|
14,560
|
3,954
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
85,792
|
23,299
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
80,976
|
21,991
|
||||||||
GRAND TOTAL OPERATING COST
|
886,873
|
240,855
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,919
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10 ); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub- clause 5(b)(i) ; |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub -clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub -clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub- clauses 5(b)(ii) , and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub -clause 5(b)(i) . |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5 ; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub -clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub -clause 5(b)(i) , Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub -clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub -clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
It is mutually agreed between the party stated in
Box 3
and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQX7
|
IMO No.
|
-
|
9651307
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,313.90
|
|
Grt
|
-
|
1,695
|
|
Nrt
|
-
|
508
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
20/09 - 31/12 (103 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
389,237
|
114,945
|
||||||||
2
|
STORES
|
41,921
|
12,380
|
||||||||
3
|
SPARES
|
118,244
|
34,918
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
71,173
|
21,018
|
||||||||
5
|
LUBRICANTS
|
15,141
|
4,471
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
78,853
|
23,286
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
74,469
|
21,991
|
||||||||
GRAND TOTAL OPERATING COST
|
789,038
|
233,009
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,661
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10 ); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub- clause 5(b)(i) ; |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub -clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub -clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub- clauses 5(b)(ii) , and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub -clause 5(b)(i) . |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5 ; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub -clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub -clause 5(b)(i) , Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub -clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub -clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
(Continued)
|
||
It is mutually agreed between the party stated in
Box 3
and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQG7
|
IMO No.
|
-
|
9651357
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,430.17
|
|
Grt
|
-
|
1,680
|
|
Nrt
|
-
|
504
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
26/09 - 31/12 (97 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
357,833
|
112,207
|
||||||||
2
|
STORES
|
42,183
|
13,228
|
||||||||
3
|
SPARES
|
110,095
|
34,523
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
67,027
|
21,018
|
||||||||
5
|
LUBRICANTS
|
20,952
|
6,570
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
74,273
|
23,290
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
57,133
|
17,915
|
||||||||
GRAND TOTAL OPERATING COST
|
729,496
|
228,751
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,521
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(i) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(b) | Crew Insurances |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10 ); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub- clause 5(b)(i) ; |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub -clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub -clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub- clauses 5(b)(ii) , and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub -clause 5(b)(i) . |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5 ; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub -clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub -clause 5(b)(i) , Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iii) | any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub -clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub -clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
30th April 2015
|
|
Built:
2011
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA2852
|
Grt/Nrt:
61,332/ 35,877
|
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|
|
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|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
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* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
30th April 2015
|
|
Built:
2013
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA3245
|
Grt/Nrt:
81,380/ 51,274
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
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* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of ARABELLA OWNING COMPANY LIMITED
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
30th April 2015
|
|
Built:
2012
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA2853
|
Grt/Nrt:
61,332/ 35,877
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
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* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's
Memorandum of Agreement for sale and
purchase of ships. Adopted by The Baltic and
International Maritime Council (BIMCO) in
1956.
Code-name
SALEFORM 1993
|
Dated: 30
th
April 2015
|
|
Built:
2011
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA2745
|
Grt/Nrt:
61,332/ 35,877
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
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|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
||
/s/ Adriano Cefai
|
/s/ Ziad Nakhleh
|
||
Name:
|
Dr. Adriano Cefai
|
Name: Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED
|
Title: Attorney-In-Fact
|
|
Sole Director of TMS TANKERS LTD.
|
|||
DR. ADRIANO CEFAI
|
|||
DIRECTOR
|
|||
MARE SERVICES LTD
|
|||
5 / 1 MERCHANTS STREET
|
|||
VALLETTA 1171
|
|||
For and on behalf of the Sellers' guarantor
|
|||
/s/ Ziad Nakhleh
|
|||
Name:
|
Ziad Nakhleh
|
||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
30th April 2015
|
|
Built:
2012
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA3014
|
Grt/Nrt:
81,380/51,274
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
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|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of ALCESTE OWNING COMPANY LIMITED
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
30th April 2015
|
|
Built:
2013
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA3013
|
Grt/Nrt:
61,332/ 35,877
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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|
|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
|
|
|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built:
2012
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA3011
|
Grt/Nrt:
81,380/51,274
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
|
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|
|
|
|
|
|
|
|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
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|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
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Ziad Nakhleh
|
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Title:
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Director of MARE SERVICES LIMITED Sole Director of MIREILLE OWNING COMPANY LIMITED
|
Title:
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Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
30
th
April 2015
|
|
Built:
2011
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA2591
|
Grt/Nrt:
61,332/35,877
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a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
|
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|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built:
2011
|
By:
Samsung Heavy Industries
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HA2697
|
Grt/Nrt:
81,380/ 51,274
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over charter free, safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
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|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
|
|
|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/
Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of SEMELE OWNING COMPANY LIMITED
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
US$80,000,000
|
June 4, 2015
New York, New York
|
(i) | For the period from the Closing Date to and including the date that is one year after the Closing Date, a rate per annum equal to (a) the ABN AMRO Rate plus (b) 3.00%; |
(ii) | After the date that is one year after the Closing Date, the greater of: |
1) | the ABN AMRO Rate plus 3.00%, and |
2) | LIBOR plus 11.75%. |
2. | Prior Advance; June 2015 Exchange . |
(a) | The Borrower shall have duly executed and delivered this Note to the Noteholder; |
(b) | The Noteholder shall have received from the Borrower a copy of the officer's certificate attaching and/or certifying (i) the organizational documents of the Borrower, (ii) the resolutions or other authority documents of the Borrower required in connection with this Note, (iii) as to the incumbency of the members of board of directors of the Borrower, the signatory of the Borrower executing this Note, and the signatory of the Borrower that will execute the Pledge; |
(c) | The Noteholder shall have received a good standing certificate in respect of the Borrower issued by the appropriate governmental authority in its jurisdiction of organization; |
(d) | The Noteholder shall have received a copy of a certificate from the chief executive officer or any other senior executive officer of the Borrower certifying that the execution, delivery and performance by the Borrower of this Note and compliance by the Borrower and its Subsidiaries with the terms and conditions herein and the consummation of the transactions contemplated hereby do not and will not (i) infringe or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the documents constituting the Borrower or any of its Subsidiaries; (ii) infringe or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower or any of its Subsidiaries pursuant to any loan agreement, facility agreement, indenture, trust deed, mortgage or other agreement or instrument to which the Borrower or any of its Subsidiaries is |
(e) | The Noteholder shall have received legal opinions addressed to the Noteholder from New York and Marshall Islands counsel to the Borrower in form and substance acceptable to the Noteholder; |
(f) | The Noteholder shall have received a fairness opinion in form and substance acceptable to the Noteholder; |
(g) | No Default or Event of Default shall have occurred and be continuing or would be caused by the funding of the Advance; |
(h) | There has been no Material Adverse Effect; |
(i) | The June 2015 Exchange Shares shall have been transferred to the Noteholder pursuant to such steps and documentation as the Noteholder may reasonably require, and such transfer shall be consistent with Section 12.4 hereof; |
(j) | The Borrower shall have executed and delivered to the Noteholder a pledge and security agreement effecting the Pledge of the Pledged Shares in form and substance reasonably acceptable to the Noteholder; |
(k) | The Borrower and the custodian holding the Pledged Shares shall have executed and delivered to the Noteholder an account control agreement in form and substance reasonably acceptable to the Noteholder providing the Noteholder with "control" of the Pledged Shares for purposes of Article 8 of the New York Uniform Commercial Code, and the Borrower shall have taken such other steps as the Noteholder may reasonably require to provide the Noteholder with a first priority security interest in the Pledged Shares; |
(l) | The Noteholder shall have received UCC and other lien searches acceptable to the Noteholder indicating that there are no liens encumbering the Pledged Shares; |
(m) | The Noteholder shall have received release documentation satisfactory to the Noteholder from ABN AMRO Bank N.V. evidencing the release of its lien on the Pledged Shares; |
(n) | A UCC-1 financing statement shall have been filed with the Washington DC Recorder of Deeds perfecting the Noteholder's security interest in the Pledged Shares; |
(o) | The Borrower shall have satisfied such other conditions in connection herewith as the Noteholder may reasonably require; and |
(p) | The conditions set forth in this Section 2.3 shall have been satisfied by June 12, 2015. |
3. | Final Payment Date; Optional Prepayments . |
4. | Fees. |
5. | Interest . |
6. | Payment Mechanics . |
(a) | Minimum Market Adjusted Equity Ratio of 20%; |
(b) | Minimum Interest Cover Ratio of 2.05 to 1.00; and |
(c) | Minimum Market Adjusted Net Worth of $1,000,000,000. |
(a) | the value of Total Assets determined on a consolidated basis in accordance with GAAP and as shown in such consolidated balance sheets; and |
(b) | the Market Value Adjusted Total Assets; |
(a) | plus, to the extent deducted in computing consolidated Net Income of the Group for that accounting period, the sum, without duplication, of: |
(i) | all federal, state, local and foreign taxes and tax distributions; |
(ii) | Net Interest Expenses; and |
(iii) | depreciation, depletion, amortisation of intangibles and other non-cash charges or non-cash losses (including non-cash transaction expenses and the amortisation of debt discounts) and any extraordinary, exceptional or infrequently occurring losses not incurred in the ordinary course of business; |
(b) | minus, to the extent added in computing consolidated net income of the Group for that accounting period, any non-cash income or non-cash gains and any extraordinary, exceptional or infrequently occurring gains not incurred in the ordinary course of business; |
(a) | the amounts incurred by the Group during that financial year as expenses of its business; |
(b) | depreciation, amortization and all interest in respect of all Financial Indebtedness of the Group paid by all members of the Group during that financial year; |
(c) | Net Interest Expenses; |
(d) | taxes; and |
(e) | other items charged to the Borrower's consolidated profit and loss account for the relevant financial year; |
(a) | (i) Violate any Anti-Terrorism Laws or (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering or (iii) permit any of its Affiliates to violate these laws or engage in these actions. |
(b) | (i) Become a Blocked Person or (ii) permit any of its Affiliates to become a Blocked Person. |
(c) | Conduct any business or engage in making or receiving any contribution of goods, services or money to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or (iv) permit any of its |
10.5 | Bankruptcy . |
(a) | The Borrower commences any case, proceeding or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors; |
(b) | there is commenced against the Borrower any case, proceeding or other action of a nature referred to in Section 10.5(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 90 days; |
(c) | there is commenced against the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; |
(d) | the Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 10.5(a) , Section 10.5(b) or Section 10.5(c) above; or |
(e) | the Borrower is generally not able to, or admits in writing its inability to, pay its debts as they become due. |
10.7 | Change of Control . The occurrence of a Change of Control. |
13. | Miscellaneous . |
Alley Finance Co.
c/o Ocean Rig UDW Inc. Tribune House, 2 nd Floor 10 Skopa Street Nicosia, Cyprus CY-1075 |
Athens Shipping Office
109 Kifisias Avenue and Sina Street
151 24 Marousi
Athens, Greece
|
(a) | After the expiration of the Commitment Period, this Note may be assigned or transferred, in whole or in part, by the Noteholder (or any transferee) to any Person. The Borrower may not assign or transfer this Note or any of its rights or obligations hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties, their successors and permitted assigns. |
(b) | If this Note is to be assigned or transferred by the Noteholder to any Person, the Noteholder shall surrender this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Noteholder a new Note registered in the assignee's or transferee's name, representing the outstanding principal being transferred or assigned by the Noteholder and, if less than the entire outstanding principal is being transferred or assigned, a new Note to the Noteholder representing the outstanding principal not being assigned or transferred. |
(c) | After the expiration of the Commitment Period, the Noteholder may, at any time, without the consent of the Borrower, sell participations to one or more Persons in all or a portion of the Noteholder's rights and obligations under this Note. |
(a) | it has been advised by counsel in the negotiation, execution and delivery of this Note; |
(b) | neither the Noteholder nor the Affiliates thereof have any fiduciary |
(c) | no joint venture is created hereby or otherwise exists by virtue of any transactions contemplated hereby; and |
(d) | neither the Noteholder nor the Affiliates thereof, nor any receiver or manager appointed by the Noteholder, shall have any liability to the Borrower for any loss caused by an exercise of rights under this Note or by any failure or delay to exercise such a right. |
BORROWER
|
|||
DRYSHIPS INC.
|
|||
By:
|
/s/ Ziad Nakhleh
|
||
Name:
|
Ziad Nakhleh
|
||
Title:
|
Chief Financial Officer
|
NOTEHOLDER
|
||||
ALLEY FINANCE CO.
|
||||
By:
|
/s/ Geoffroy Gunet
|
|||
Name: Geoffroy Gunet
|
||||
Title: Attoreny-in-fact
|
||||
I) | TMS TANKERS HEREBY NOMINATES CAMILLE OWNING COMPANY LIMITED OF MARSHALL ISLANDS AS THE ULTIMATE BUYERS OF THE VESSEL (THE " BUYERS ") AND THE BUYERS ACCEPT SUCH NOMINATION FOR ALL INTENTS AND PURPOSES AND TAKE FULL RESPONSIBILITY TO PERFORM THEIR OBLIGATIONS UNDER THE MOA. |
II) | BUYERS SHALL RETAIN THE PRESENT MANAGERS AS MANAGERS OF THE VESSEL AND SHALL MAINTAIN THE PRESENT CREW ON BOARD THE VESSEL. |
III) | IN EXCHANGE FOR PAYMENT OF THE PURCHASE PRICE THE SELLERS SHALL PROVIDE TO THE BUYERS THE FOLLOWING DOCUMENTS/CERTIFICATES, IN ENGLISH OR ACCOMPANIED BY AN OFFICIAL ENGLISH TRANSLATION: |
(A) | BILL OF SALE (MALTESE FORM) IN 2 (TWO) ORIGINALS, DULY EXECUTED, NOTARIALLY ATTESTED AND LEGALISED BY APOSTILLE. ONE ORIGINAL OF BILL OF SALE WILL BE DELIVERED TO BUYERS IN MALTA. |
(B) | TWO (2) ORIGINALS OF COMMERCIAL INVOICES DULY SIGNED BY THE SELLERS STATING THE MAIN PARTICULARS OF THE VESSEL AND THE PURCHASE PRICE OF THE VESSEL. |
(C) | ORIGINAL RESOLUTIONS OF THE SOLE DIRECTOR OF THE SELLERS APPROVING THE SALE OF THE VESSEL TO THE BUYERS AND AUTHORISING THE ISSUANCE OF A POWER OF ATTORNEY (ITEM (D) BELOW) AND THE |
(D) | ORIGINAL POWER OF ATTORNEY ISSUED PURSUANT TO THE ABOVE ITEM (C) RELATING TO AUTHORIZING PESONS TO EXECUTE SELLERS' DELIVERY DOCUMENTS, ATTEND DOCUMENTARY CLOSING AND EFFECT LEGAL AND PHYSICAL DELIVERY OF THE VESSEL, SAID DOCUMENT TO BE NOTARIALLY ATTESTED AND LEGALIZED BY APOSTILLE. |
(E) | PROTOCOL OF DELIVERY AND ACCEPTANCE TO BE SIGNED BY SELLERS' AND BUYERS' AUTHORISED ATTORNEYS-IN-FACT UPON RECEIPT OF THE FULL PURCHASE PRICE BY SELLERS. |
(F) | ORIGINAL OR COPY OF WRITTEN STATEMENT OF REMAINING BUNKERS AND UNUSED LUBRICATING OILS AS ON BOARD ON DELIVERY. |
(G) | ORIGINAL OR COPY OF TRANSCRIPT OF REGISTER TO BE ISSUED BY THE MALTESE AUTHORITIES CONFIRMING THAT THE VESSEL IS FREE FROM REGISTERED ENCUMBRANCES. |
(H) | ORIGINAL OF NON-BLACKLISTING WRITTEN STATEMENT FROM THE SELLERS THAT TO THE BEST OF SELLERS' KNOWLEDGE THE VESSEL AT THE TIME OF DELIVERY IS NOT BLACKLISTED BY THE ARAB LEAGUE IN DAMASCUS. |
(I) | COPY OF CERTIFICATE ISSUED BY THE VESSEL'S CLASSIFICATION SOCIETY STATING THAT THE VESSEL'S CLASS IS MAINTAINED AT THE PRESENT. |
IV) | THE BUYERS SHALL AT THE TIME AND PLACE OF CLOSING, PRESENT TO THE SELLERS THE FOLLOWING DOCUMENTS: |
(i) | ORIGINAL RESOLUTIONS OF THE SOLE OF DIRECTOR OF THE BUYER, IN ENGLISH LANGUAGE, APPROVING THE PURCHASE OF THE VESSEL FROM THE SELLERS, PAYMENT OF THE PURCHASE PRICE, RELEASE OF THE PURCHASE PRICE, RECEIPT OF DELIVERY AND APPOINTING ATTORNEY(S)-IN-FACT OF THE BUYERS WITH AUTHORISATION TO EXECUTE ON BUYERS' BEHALF ANY AND ALL DOCUMENTS FOR THE DELIVERY OF THE VESSEL, SAID DOCUMENT TO BE NOTARIALLY ATTESTED AND LEGALIZED BY APOSTILLE. |
(ii) | ORIGINAL OF POWER OF ATTORNEY, IN ENGLISH LANGUAGE, EXECUTED BY THE BUYERS IN FAVOUR OF PERSONS TAKING PHYSICAL AND |
(iii) | CERTIFIED TRUE COPY OF CERTIFICATE OF INCORPORATION OF THE BUYERS. |
FOR THE SELLERS
|
FOR THE BUYERS
|
|
/s/ Elpiniki Fotiou
|
/s/ Dr. Adriano Cefai
|
|
OLYMPIAN POSEIDON OWNERS INC.
Name: Elpiniki Fotiou
Title: Attorney-in-fact
|
CAMILLE OWNING COMPANY LIMITED
Name: Dr. Adriano Cefai
Title: Director of Mare Services Limited, Sole Director
|
FOR THR SELLERS' GUARANTOR
|
FOR TMS TANKERS
|
|
/s/ Elpiniki Fotiou
|
/s/ Dr. Adriano Cefai
|
|
DRYSHIPS INC.
Name: Elpiniki Fotiou
Title: Senior Vice President,
Head of Accounting and Reporting
|
TMS TANKERS LTD.
Name: Dr. Adriano Cefai
Title: Director of Mare Services Limited, Sole Director
|
(a) | The Lender shall have received a copy of this Agreement duly executed and delivered by the Borrower and Ocean Rig; |
(b) | The transfers of the Repayment Shares specified in Section 3 hereof shall have occurred pursuant to such steps and documentation as the Lender may reasonably require, and such transfers shall be consistent with Section 12.4 of the Loan Agreement; and |
(c) | The Release Conditions set forth above shall have been satisfied by August 14, 2015. |
(a) | to promptly deliver to the Securities Intermediary, at the expense of the Borrower, termination documents reasonably required by the Securities Intermediary to terminate the Account Control Agreement; and |
(b) | to deliver, from time to time, all further releases, termination statements, certificates, instruments and documents, each in form and substance reasonably satisfactory to the Borrower, and take any other actions, as may be reasonably requested by the Borrower to evidence the payoff and releases contemplated hereby, in each case at the expense of the Borrower. |
BORROWER
|
||||
DRYSHIPS INC.
|
||||
By:
|
/s/ Ziad Nakhlem
|
|||
Name: Ziad Nakhlem
|
||||
Title: CFO
|
||||
LENDER
|
||||
ALLEY FINANCE CO.
|
||||
By:
|
/s/ Geoffroy Gunet
|
|||
Name: Geoffroy Gunet
|
||||
Title: Attorney-in-fact
|
||||
ACKNOWLEDGED AND AGREED (for purposes of Section 3 hereof)
|
||||
OCEAN RIG UDW INC.
|
||||
By:
|
/s/ Elpiniki Fotiou
|
|||
Name: Elpiniki Fotiou
|
||||
Title: Vice President of Finance and Accounting
|
||||
A. | CRETAN SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 1"); |
B. | CHLOE SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 2"); |
C. | TEAM-UP SHAREHOLDINGS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 3"); |
D. | PERGAMOS SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 4"); |
A. | OCEANPOWER SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 5"); |
B. | OCEANFIRE SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 6"); |
C. | OCEANRUNNER SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 7"); |
D. | OCEANWAVE SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 8"); |
E. | OCEANTRADE SHAREHOLDINGS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 9"); |
F. | OCEANENERGY SHAREHOLDINGS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 10"); |
(a) | Purchase Price . Subject to the fulfillment of the conditions of Section 6.1, the Seller shall have advanced to the Buyer the Purchase Price under Section 2.3. |
(b) | Corporate records . The Seller shall have delivered to the Buyer all resolutions passed by the Board of Directors since the incorporation |
(c) | Compliance . Buyer shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date. |
(d) | Consents . All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained. |
(a) | By the mutual written agreement of the Buyer and the Seller; |
(b) | By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; |
(c) | By the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Seller; |
(d) | In the event that the consent of Nordea Bank as set forth in Sections 6.1 (a) fails to be obtained by 15th October 2015, then this Agreement shall become null and void, having no effect whatsoever. No party shall be liable to the other for any loss and/or damage. |
For the Seller 1
|
By:
|
/s/ Ziad Nakhleh
|
|||
Name: Ziad Nakhleh
|
||||
Title: Chief Financial Officer
|
For the Seller 2
|
By:
|
/s/ Ziad Nakhleh
|
|||
Name: Ziad Nakhleh
|
||||
Title: Attorney-in-fact
|
For the Buyer
|
By:
|
/s/ Charalampos Alivizatos
|
|||
Name: Charalampos Alivizatos
|
||||
Title: Attorney-in-fact
|
For the Buyers' Guarantor
|
By:
|
/s/ Charalampos Alivizatos
|
|||
Name: Charalampos Alivizatos
|
||||
Title: Attorney-in-fact
|
(a) | If to Buyer to: |
(b) | If to Seller to: |
For the Seller
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
|
For the Seller's guarantor
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Chief Financial Officer
|
|
For the Buyer
|
||
By:
|
/s/Charalampos Alivizatos
|
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-fact
|
|
For the Buyer's guarantor
|
||
By:
|
/s/Charalampos Alivizatos
|
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-fact
|
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
9th September
2015
|
|
Built:
2004
|
By:
Hyundai Heavy Industries Co Ltd
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HDF8
|
Grt/Nrt:
81,129
/ 57,100
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
|
|
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|
|
|
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|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
|
|
|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-Fact
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
For and on on behalf of the Buyers' guarantor
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Chief Financial Officers
|
Title:
|
Attorney-in-Fact
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
9th September
2015
|
|
Built:
2001
|
By:
Universal Shipbuilding Corp.
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HKW9
|
Grt/Nrt:
87,390
/ 57,416
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
|
|
|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-Fact
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
For and on behalf of the Buyers' guarantor
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Chief Financial Officers
|
Title:
|
Attorney-in-Fact
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated:
9th September
2015
|
|
Built:
2001
|
By:
Samho Heavy Industries Co., Ltd
|
Flag:
Malta
|
Place of Registration:
Valetta, Malta
|
Call Sign:
9HDG8
|
Grt/Nrt:
86,743/ 56,317
|
|
|
|
|
|
|
|
a) |
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
20 / 15 / 10 /7, approximate days notice
, and
3/ 2/ 1 definite days
notice of the estimated time of arrival at the intended place of
|
b) |
The Vessel shall be delivered and taken over safely afloat at a safe
|
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61 . |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
|
|
|
|
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-Fact
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
For and on on behalf of the Buyers' guarantor
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Chief Financial Officers
|
Title:
|
Attorney-in-Fact
|
1) | This Addendum No. 1 dated 29 th September 2015 is supplemental to the MOA governing the sale and purchase of the Vessel and shall form an integral part thereof. Unless otherwise defined herein, the terms, words and expressions used in this Addendum No. 1 shall have the same meaning ascribed to them under the MOA. |
2) | The Parties hereby agree as follows: |
a. | THAT Clause 5 b) of the MOA (lines 60 and 61) shall be amended so as to read as follows: |
For and on behalf of
the Sellers' Guarantor
|
For and on behalf of
the Buyers' Guarantor
|
|||
DRYSHIPS INC.
|
TMS BULKERS LTD.
|
|||
By:
|
/s/ Elpiniki Fotiou
|
By:
|
/s/
Geoffroy Gunet
|
|
Name: Elpiniki Fotiou
Title: Senior Vice President,
Head of Accounting & Reporting |
Name:
Geoffroy Gunet
Title: Attorney-in-fact
|
1) | The Parties hereby agree that Clause 2.3 of the SPA shall be amended so as to read as follows: |
2) | All other terms and conditions of the SPA, including the performance guarantees by both the Seller's Guarantor and the Buyer's Guarantor, shall remain in full force and effect. |
For and on behalf of
the Seller 1
|
For and on behalf of
the Buyer
|
|
DRYSHIPS INC.
|
ALIVIA INVESTMENTS INC.
|
|
By:
/s/Ziad Nakhleh
|
By:
/s/Geoffroy Gunet
|
|
Name:
Ziad Nakhleh
|
Name:
Geoffroy Gunet
|
|
Title:
Chief Financial Officer
|
Title:
Attorney-in-fact
|
(a) | This Agreement may be terminated prior to the Closing, by the mutual consent of the parties. |
(b) | This Agreement may be terminated by either party in the event that the Closing has not occurred by October 31, 2015. |
DRYSHIPS INC
|
||
By:
|
/s/ Ziad Nakhleh | |
Name:
|
Ziad Nakhleh | |
Title:
|
CFO | |
MEZZANINE FINANCING
INVESTMENT III SHAREHOLDERS
LTD.
|
||
By:
|
/s/ Iraklis Sbarounis
|
|
Name:
|
Iraklis Sbarounis
|
|
Title:
|
Attorney-in-fact
|
|
RED RIVER ENTERPRISES INC.
|
||
By:
|
/s/Mr. Dimitrios Koukoulas
|
|
Name:
|
Mr. Dimitrios Koukoulas
|
|
Title:
|
Attorney-in-fact
|
|
DRYSHIPS, INC.
, as Borrower
|
|||
By:
|
/s/ Ziad Nakhleh
|
||
Name:
|
Ziad Nakhleh
|
||
Title:
|
CFO
|
SIFNOS SHAREHOLDERS INC.
, as Lender
|
|||
By:
|
/s/ Papapontikou Evgenia
|
||
Name:
|
Papapontikou Evgenia
|
||
Title:
|
Attorney-in-fact |
$50,000,000
|
|
Dated: _________, 201__
|
DRYSHIPS INC.
|
|||
By:
|
|||
Name:
|
|||
Its:
|
Date
|
Principal Amount of Loans
|
Interest Period and
Interest Rate with Respect Thereto |
Principal Amount of Loans Repaid
|
Unpaid Principal
Amount of Loans |
Notation
Made By |
1. | AMENDMENT |
2. | CONDITION TO EFFECTIVENESS |
3. | REPRESENTATIONS AND WARRANTIES |
4. | COVENANT |
5. | MISCELLANEOUS |
DRYSHIPS INC
, as Borrower
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Chief Financial Officer
|
|
SIFNOS SHAREHOLDERS INC.,
as Lender
|
||
By:
|
/s/Savvas Tournis
|
|
Name:
|
Savvas Tournis
|
|
Title:
|
Attorney-in-fact
|
|
1. | The Seller hereby sells, and the Buyer hereby acquires all the shares the Seller owns in Nautilus Offshore Services Inc, a Marshall Islands corporation (which is referred therein as the " Company " and the " Shares " ). Based on the information from the Company, the Seller currently owns directly 376,802 shares of Common Stock, 376,802 shares of Series A Preferred Shares, and 0 shares of Series B Preferred Shares, in Nautilus Offshore Services Inc. |
2. | The total purchase price for all of the Shares is USD 1,500,000= |
3. | The transfer of Shares takes place upon the signing of this agreement by both parties. As from the same time the Buyer takes over all rights and obligations as a shareholder in the Company. |
4. | The total purchase price to be paid as soon as possible, and latest within three working days to the following account held by the Seller in DNB; |
5. | In the event that the Buyer does not transfer the total purchase price to the Seller, the Buyer shall on demand pay interest on the sum due, from and including the day after the due date to the date of actually payment, at the rate of 20% per annum. Payment for the Shares and any interest due to late payment to be guaranteed by Dryships Inc. |
6. | The Seller represents and warrants that: |
(i) | the Shares are owned by the Seller, free from any encumbrances, liens or restrictions of any kind whatsoever; |
(ii) | there are no warrants, options or other rights of any nature vested with any third party in respect of the Shares or in respect of any right to acquire any ownership interest in the Subsidiary; |
(iii) | the Seller's Board of Directors has approved and authorised the sale of the Shares; |
A. | OCEANSURF SHAREHOLDERS LIMITED., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 1"); |
B. | OCEANCENTURY SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 2"); |
C. | OCEANVIEW SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 3"); |
(a) | Purchase Price. Subject to the fulfillment of the conditions of Section 6.1, the Seller shall have advanced to the Buyer the Purchase Price under Section 2.3. |
(b) | Corporate records. The Seller shall have delivered to the Buyer all resolutions passed by the Board of Directors since the incorporation |
(c) | Compliance. Buyer shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date. |
(d) | Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained. |
(a) | By the mutual written agreement of the Buyer and the Seller; |
(b) | By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; |
(c) | By the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Seller; |
(d) | In the event that the consent of China Development Bank Corporation and Bank of China as set forth in Sections 6.1 (a) fails to be obtained by April 15, 2016, then this Agreement shall become null and void, having no effect whatsoever. No party shall be liable to the other for any loss and/or damage. |
(a) | If to Buyer to: |
(b) | If to Seller to: |
For the Buyer
|
||
By:
|
/s/ Geoffroy Gunet
|
|
Name:
|
Geoffroy Gunet
|
|
Title:
|
Attorney-in-fact
|
For the Seller
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
For the Buyer's Guarantor
|
||
By:
|
/s/ Geoffroy Gunet
|
|
Name:
|
Geoffroy Gunet
|
|
Title:
|
Attorney-in-fact
|
For the Seller's Guarantor
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
If to the Seller:
|
DryShips Inc.
Omega Building 80, Kifissias Avenue GR-151 25 Amaroussion Greece Attention: Ziad Nakhleh
Facsimile: 011 30 210 80 90 575
|
|
With a copy (which shall
|
||
not constitute notice) to:
|
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Attention: Edward S. Horton, Esq.
Facsimile: 212-480-8421 |
|
If to the Buyer:
|
Ocean Rig Investments, Inc.
c/o Ocean Rig UDW Inc.
10 Skopa Street
Tribune House, 2
nd
Floor, Office 202
CY 1075
Nicosia, Cyprus
Attention: Mr. Ioannis Cleanthous
Facsimile: +357 22761542 |
|
With a copy (which shall
|
||
not constitute notice) to:
|
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Facsimile: 212-480-8421
Attention: Gary J. Wolfe, Esq. |
Seller:
|
Buyer:
|
|||||||
DRYSHIPS INC.
|
OCEAN RIG INVESTMENTS, INC.
|
|||||||
By:
|
/s/ Ziad Nakhleh
|
By:
|
/s/ Dr. Adriano Cefai
|
|||||
Name: Ziad Nakhleh
Title: Chief Financial Officer |
Name: Dr. Adriano Cefai
Title: Director of Omega Services Limited, Sole Director |
Sifnos Shareholders Inc.
c/o IES SERVICES S.A. 52, Agiou Konstantinou street, GR 151 24, Amaroussion, Athens, Greece Attention: Ms. Evgenia Papapontikou Tel: (+30) 210 6140271 Fax: (+30) 210 6140275 E-mail: general@ies-services.gr |
|
DryShips Inc.
109 Kifissias Avenue and Sina Street 151 24, Marousi Athens, Greece Attention: Ziad Nakhleh Facsimile: (+30) 210 80 90 585 Email: finance@dryships.com |
DRYSHIPS, INC.
, as Borrower
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Mr. Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
|
SIFNOS SHAREHOLDERS INC.
, as Lender
|
||
By:
|
/s/ Savvas Tournis
|
|
Name:
|
Mr. Savvas Tournis
|
|
Title:
|
Attorney-in-fact
|
$70,000,000
|
Dated: ________, 201__
|
DRYSHIPS INC.
|
||
By:
|
||
Name:
|
||
Its:
|
||
Date
|
Principal Amount of Loans
|
Interest Period and
Interest Rate with Respect Thereto |
Principal Amount of
Loans Repaid |
Unpaid Principal
Amount of Loans |
Notation
Made By |
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Hydrogen Shipholding Co. S.A.
|
Liberia
|
Earthly Shipholding Co. S.A.
|
Liberia
|
Helium Shipholding Co. S.A.
|
Liberia
|
Silicon Shipholding Co. S.A.
|
Liberia
|
Oxygen Shipholding Co. S.A.
|
Liberia
|
Skip Navigation Inc.
|
Liberia
|
Malvina Shipping Company Limited
|
Malta
|
Samsara Shipping Company Limited
|
Malta
|
Fabiana Navigation Company Limited
|
Malta
|
Karmen Shipping Company Limited
|
Malta
|
Thelma Shipping Company Limited
|
Malta
|
Celine Shipping Company Limited
|
Malta
|
Felicia Navigation Company Limited
|
Malta
|
Zatac Shipping Company Limited
|
Malta
|
Royerton Shipping Company Limited
|
Malta
|
Fago Shipping Company Limited
|
Malta
|
Lancat Shipping Company Limited
|
Malta
|
Hydrogen Shipping Company Limited
|
Malta
|
Helium Shipping Company Limited
|
Malta
|
Platan Shipping Company Limited
|
Malta
|
Madras Shipping Company Limited
|
Malta
|
Tolan Shipping Company Limited
|
Malta
|
Lansat Shipping Company Limited
|
Malta
|
Iguana Shipping Company Limited
|
Malta
|
Selma Shipping Company Limited
|
Malta
|
Onil Shipping Company Limited
|
Malta
|
Borsari Shipping Company Limited
|
Malta
|
Silicon Shipping Company Limited
|
Malta
|
Oxygen Shipping Company Limited
|
Malta
|
Blueberry Shipping Company Limited
|
Malta
|
Annapolis Shipping Company Limited
|
Malta
|
Araldo Marine Ltd.
|
Marshall Islands
|
Welby Shipping Inc.
|
Marshall Islands
|
Ialysos Owning Company Limited
|
Marshall Islands
|
Azalea Shareholders Limited
|
Marshall Islands
|
Samsara Shipholding One Inc.
|
Marshall Islands
|
Samsara Shipholding Two Inc.
|
Marshall Islands
|
Lidman Maritime Co.
|
Marshall Islands
|
Armanno Marine Co.
|
Marshall Islands
|
Devine Navigation Inc.
|
Marshall Islands
|
Ariadne Marine S.A.
|
Marshall Islands
|
Mador Shipping Ltd.
|
Marshall Islands
|
Lothair Navigation Company
|
Marshall Islands
|
Verge Navigation Corp.
|
Marshall Islands
|
Joyce Shipping Corp.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Amara Shipping Company
|
Marshall Islands
|
Alma Shipholding Inc.
|
Marshall Islands
|
Tempo Marine Co.
|
Marshall Islands
|
Flamenco Management Corp.
|
Marshall Islands
|
Star Record Owning Company Limited
|
Marshall Islands
|
Star Record Shareholdings Limited
|
Marshall Islands
|
Argo Owning Company Limited
|
Marshall Islands
|
Paralos Owning Company Limited
|
Marshall Islands
|
Rea Owning Company Limited
|
Marshall Islands
|
Rea Shareholdings Limited
|
Marshall Islands
|
Dione Owning Company Limited
|
Marshall Islands
|
Dione Shareholdings Limited
|
Marshall Islands
|
Phoebe Owning Company Limited
|
Marshall Islands
|
Phoebe Shareholdings Limited
|
Marshall Islands
|
Uranus Owning Company Limited
|
Marshall Islands
|
Uranus Shareholdings Limited
|
Marshall Islands
|
Selene Owning Company Limited
|
Marshall Islands
|
Selene Shareholdings Limited
|
Marshall Islands
|
Tethys Owning Company Limited
|
Marshall Islands
|
Tethys Shareholdings Limited
|
Marshall Islands
|
Ioli Owning Company Limited
|
Marshall Islands
|
Ioli Shareholdings Limited
|
Marshall Islands
|
Iason Owning Company Limited
|
Marshall Islands
|
Iason Shareholdings Limited
|
Marshall Islands
|
Iokasti Owning Company Limited
|
Marshall Islands
|
Iokasti Shareholdings Limited
|
Marshall Islands
|
Boone Star Owners Inc.
|
Marshall Islands
|
Boone Star Shareholders Inc.
|
Marshall Islands
|
Norwalk Star Owners Inc.
|
Marshall Islands
|
Norwalk Star Shareholdings Inc.
|
Marshall Islands
|
Dalian Star Owners Inc.
|
Marshall Islands
|
Dalian Star Shareholdings Inc.
|
Marshall Islands
|
Aegean Traders Inc.
|
Marshall Islands
|
Aegean Shareholders Inc.
|
Marshall Islands
|
Roscoe Marine Ltd.
|
Marshall Islands
|
Argo Shareholdings Limited
|
Marshall Islands
|
Amathus Owning Company Limited
|
Marshall Islands
|
Amathus Shareholders Limited
|
Marshall Islands
|
Echo Owning Company Limited
|
Marshall Islands
|
Echo Shareholdings Limited
|
Marshall Islands
|
Caerus Owning Company Limited
|
Marshall Islands
|
Caerus Shareholdings Limited
|
Marshall Islands
|
Symi Owners Inc.
|
Marshall Islands
|
Symi Shareholders Inc.
|
Marshall Islands
|
Kalymnos Owners Inc.
|
Marshall Islands
|
Kalymnos Shareholders Inc.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Litae Owning Company Limited
|
Marshall Islands
|
Litae Shareholdings Limited
|
Marshall Islands
|
Tyche Owning Company Limited
|
Marshall Islands
|
Tyche Shareholdings Limited
|
Marshall Islands
|
Anemone Marine Co.
|
Marshall Islands
|
Ariana Marine Ltd.
|
Marshall Islands
|
Neria Shipmanagement Inc.
|
Marshall Islands
|
Argante Navigation Corp.
|
Marshall Islands
|
Sunlight Shipholding One Inc.
|
Marshall Islands
|
Sunlight Shipholding Two Inc.
|
Marshall Islands
|
Atlas Owning Company Limited
|
Marshall Islands
|
Atlas Shareholdings Limited
|
Marshall Islands
|
Maternal Owning Company Limited
|
Marshall Islands
|
Maternal Shareholdings Limited
|
Marshall Islands
|
Xanadu Shipholding One Inc.
|
Marshall Islands
|
Xanadu Shipholding Two Inc.
|
Marshall Islands
|
Nouvelle Shipholding One Inc.
|
Marshall Islands
|
Nouvelle Shipholding Two Inc.
|
Marshall Islands
|
Paternal Owning Company Limited
|
Marshall Islands
|
Paternal Shareholdings Limited
|
Marshall Islands
|
Olivia Shipholding One Inc.
|
Marshall Islands
|
Olivia Shipholding Two Inc.
|
Marshall Islands
|
Taipan Shipholding One Inc.
|
Marshall Islands
|
Taipan Shipholding Two Inc.
|
Marshall Islands
|
Classical Owning Company Limited
|
Marshall Islands
|
Classical Shareholdings Limited
|
Marshall Islands
|
Human Owning Company Limited
|
Marshall Islands
|
Human Shareholdings Limited
|
Marshall Islands
|
Seaventure Shipping Limited
|
Marshall Islands
|
Seaventure Holdings Limited
|
Marshall Islands
|
Primera Shipholding One Inc.
|
Marshall Islands
|
Primera Shipholding Two Inc.
|
Marshall Islands
|
Scorpio Shipholding One Inc.
|
Marshall Islands
|
Scorpio Shipholding Two Inc.
|
Marshall Islands
|
Paragon Shipholding One Inc.
|
Marshall Islands
|
Paragon Shipholding Two Inc.
|
Marshall Islands
|
Iguana Shipholding One Inc.
|
Marshall Islands
|
Iguana Shipholding Two Inc.
|
Marshall Islands
|
Lotis Traders Inc.
|
Marshall Islands
|
Lotis Shareholders Inc.
|
Marshall Islands
|
Kronos Owning Company Limited
|
Marshall Islands
|
Kronos Shareholdings Limited
|
Marshall Islands
|
Lucio Shipholding Ltd.
|
Marshall Islands
|
Valente Navigation Co.
|
Marshall Islands
|
NT LLC Investors Ltd.
|
Marshall Islands
|
NT LLC Shareholders Ltd.
|
Marshall Islands
|
Toro Shipholding One Inc.
|
Marshall Islands
|
Toro Shipholding Two Inc.
|
Marshall Islands
|
Gaia Owning Company Limited
|
Marshall Islands
|
Gaia Shareholdings Limited
|
Marshall Islands
|
Trojan Maritime Co.
|
Marshall Islands
|
Koronis Navigation S.A.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Astarte Maritime S.A.
|
Marshall Islands
|
Ashby Shipmanagement Corp.
|
Marshall Islands
|
Orpheus Owning Company Limited
|
Marshall Islands
|
Orpheus Shareholdings Limited
|
Marshall Islands
|
Ionian Traders Inc.
|
Marshall Islands
|
Rhodian Traders Inc.
|
Marshall Islands
|
Monteagle Shipping SA
|
Marshall Islands
|
Paralos Shareholdings Limited
|
Marshall Islands
|
Kerkyra Traders Inc.
|
Marshall Islands
|
Kerkyra Shareholders Inc.
|
Marshall Islands
|
Wealth Management Inc.
|
Marshall Islands
|
Thrasymachus Challenge Inc.
|
Marshall Islands
|
Hippias Challenge Inc.
|
Marshall Islands
|
Prodicus Challenge Inc.
|
Marshall Islands
|
Gorgias Challenge Inc.
|
Marshall Islands
|
Callicles Challenge Inc.
|
Marshall Islands
|
Antiphon Challenge Inc.
|
Marshall Islands
|
Protagoras Challenge Inc.
|
Marshall Islands
|
Lycophron Challenge Inc.
|
Marshall Islands
|
Cratylus Challenge Inc.
|
Marshall Islands
|
Tinos Traders Inc.
|
Marshall Islands
|
Sifnos Traders Inc.
|
Marshall Islands
|
Milos Traders Inc.
|
Marshall Islands
|
Milos Shareholders Inc.
|
Marshall Islands
|
Thassos Traders Inc.
|
Marshall Islands
|
Thassos Shareholders Inc.
|
Marshall Islands
|
Pounta Traders Inc.
|
Marshall Islands
|
Pounta Shareholders Inc.
|
Marshall Islands
|
Faedon Shareholdings Limited
|
Marshall Islands
|
Ialysos Shareholders Limited
|
Marshall Islands
|
Mandarin Shareholdings Limited
|
Marshall Islands
|
Mensa Shareholdings Limited
|
Marshall Islands
|
Iktinos Owning Company Limited
|
Marshall Islands
|
Iktinos Shareholdings Limited
|
Marshall Islands
|
Kallikrates Owning Company Limited
|
Marshall Islands
|
Kallikrates Shareholdings Limited
|
Marshall Islands
|
Belulu Shareholders Limited
|
Marshall Islands
|
DryShips Partners LP
|
Marshall Islands
|
DRYS GP LLC
|
Marshall Islands
|
Oceanfreight Inc.
|
Marshall Islands
|
Oceanship Shareholdings Limited
|
Marshall Islands
|
Oceanship Owners Limited
|
Marshall Islands
|
Oceanwealth Shareholdings Limited
|
Marshall Islands
|
Oceanwealth Owners Limited
|
Marshall Islands
|
Oceanventure Shareholdings Limited
|
Marshall Islands
|
Oceanventure Owners Limited
|
Marshall Islands
|
Oceanresources Shareholdings Limited
|
Marshall Islands
|
Oceanresources Owners Limited
|
Marshall Islands
|
Oceanstrength Shareholdings Limited
|
Marshall Islands
|
Oceanstrength Owners Limited
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Oceantrade Shareholdings Limited
|
Marshall Islands
|
Oceantrade Owners Limited
|
Marshall Islands
|
Oceanprime Shareholdings Limited
|
Marshall Islands
|
Oceanprime Owners Limited
|
Marshall Islands
|
Oceanclarity Shareholdings Limited
|
Marshall Islands
|
Oceanclarity Owners Limited
|
Marshall Islands
|
Oceanfighter Shareholders Inc.
|
Marshall Islands
|
Oceanfighter Owners Inc.
|
Marshall Islands
|
Ocean Faith Shareholders Inc.
|
Marshall Islands
|
Ocean Faith Owners Inc.
|
Marshall Islands
|
Ocean Blue Spirit Shareholders Inc.
|
Marshall Islands
|
Ocean Blue Spirit Owners Inc.
|
Marshall Islands
|
Kifissia Star Shareholders Inc.
|
Marshall Islands
|
Kifissia Star Owners Inc.
|
Marshall Islands
|
Pasifai Shareholders Limited
|
Marshall Islands
|
Pasifai Owning Company Limited
|
Marshall Islands
|
Amazon Shareholders Limited
|
Marshall Islands
|
Amazon Owning Company Limited
|
Marshall Islands
|
Freightwise Investments Ltd
|
Marshall Islands
|
Olympian Heracles Holding Inc.
|
Marshall Islands
|
Tankships Corporation Limited
|
Marshall Islands
|
Olympian Hestia Holding Inc.
|
Marshall Islands
|
Olympian Zeus Shareholders Inc.
|
Marshall Islands
|
Olympian Zeus Owners Inc.
|
Marshall Islands
|
Olympian Apollo Shareholders Inc.
|
Marshall Islands
|
Olympian Apollo Owners Inc.
|
Marshall Islands
|
Olympian Hebe Holding Inc.
|
Marshall Islands
|
Olympian Hera Shareholders Inc.
|
Marshall Islands
|
Olympian Hera Owners Inc.
|
Marshall Islands
|
Olympian Rea Holding Inc.
|
Marshall Islands
|
Olympian Poseidon Shareholders Inc.
|
Marshall Islands
|
Olympian Poseidon Owners Inc.
|
Marshall Islands
|
Olympian Demeter Shareholders Inc.
|
Marshall Islands
|
Olympian Demeter Owners Inc.
|
Marshall Islands
|
Olympian Ares Shareholders Inc.
|
Marshall Islands
|
Olympian Ares Owners Inc.
|
Marshall Islands
|
Olympian Artemis Shareholders Inc.
|
Marshall Islands
|
Olympian Artemis Owners Inc.
|
Marshall Islands
|
Olympian Diana Holding Inc.
|
Marshall Islands
|
Olympian Athena Shareholders Inc.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Olympian Athena Owners Inc.
|
Marshall Islands
|
Olympian Dionysus Shareholders Inc.
|
Marshall Islands
|
Olympian Dionysus Owners Inc.
|
Marshall Islands
|
Olympian Aphrodite Shareholders Inc.
|
Marshall Islands
|
Olympian Aphrodite Owners Inc.
|
Marshall Islands
|
Olympian Pan Holding Inc.
|
Marshall Islands
|
Olympian Hephaestus Shareholders Inc.
|
Marshall Islands
|
Olympian Hephaestus Owners Inc.
|
Marshall Islands
|
Olympian Hermes Shareholders Inc.
|
Marshall Islands
|
Olympian Hermes Owners Inc.
|
Marshall Islands
|
Dryships Finance Corp.
|
Marshall Islands
|
Tankships Investment Holdings Inc.
|
Marshall Islands
|
Oil and Gas Ships Investor Limited
|
Marshall Islands
|
Mezzanine Financing Investment III
|
Marshall Islands
|
Nautilus Offshore Services Inc.
|
Marshall Islands
|
Nautilus Shareholdings Limited
|
Marshall Islands
|
Esteban Shipholding Co.
|
Marshall Islands
|
Dianthus Maritime Ltd.
|
Marshall Islands
|
Fiore Shipping Inc.
|
Marshall Islands
|
Mellen Marine Co.
|
Marshall Islands
|
Darden Shipholding S.A.
|
Marshall Islands
|
Newmont Chartering Limited
|
Marshall Islands
|
DryShips LLC
|
Marshall Islands
|
Hemera Holding Company Ltd
|
Marshall Islands
|
Tankships Holdings
|
Marshall Islands
|
Asstplus Limited
|
Cyprus
|
Vega Crusader AS
|
Norway
|
Vega Corona AS
|
Noway
|
Vega Juniz AS
|
Norway
|
Vega Offshore AS
|
Norway
|
Vega Emtoli AS
|
Norway
|
Vega Jaanca AS
|
Norway
|
Vega Inruda AS
|
Norway
|
Creole Offshore AS
|
Norway
|
Jubilee Offshore AS
|
Norway
|
Emblem Offshore AS
|
Norway
|
Jacaranda Offshore AS
|
Norway
|
Indigo Offshore AS
|
Norway
|
/s/ George Economou
|
|
George Economou
Chief Executive Officer (Principal Executive Officer)
|
/z/ Ziad Nakhleh
|
|
Ziad Nakhleh
Chief Financial Officer (Principal Financial Officer)
|
/s/ George Economou
|
|
George Economou
Chief Executive Officer (Principal Executive Officer)
|
/z/ Ziad Nakhleh
|
|
Ziad Nakhleh
Chief Financial Officer (Principal Financial Officer)
|