[_]
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
[_]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
[_]
|
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
|
Shares of common stock, par value $0.0001 per share
|
Nasdaq Capital Market
|
Class A Warrants
|
Nasdaq Capital Market
|
Large accelerated filer [_]
|
Accelerated filer [_]
|
Non-accelerated filer [X]
|
Emerging growth company [_]
|
||
U.S. GAAP [X]
|
International Financial Reporting Standards as issued by the International Accounting Standards Board [_]
|
Other [_]
|
||
[_] Item 17
|
[_] Item 18
|
|||
[_] Yes
|
[X] No
|
|||
Page
|
||
PART I
|
6
|
|
ITEM 1.
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
6
|
ITEM 2.
|
OFFER STATISTICS AND EXPECTED TIMETABLE
|
6
|
ITEM 3.
|
KEY INFORMATION
|
6
|
ITEM 4.
|
INFORMATION ON THE COMPANY
|
25
|
ITEM 4A.
|
UNRESOLVED STAFF COMMENTS
|
38
|
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
38
|
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
49
|
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
52
|
ITEM 8.
|
FINANCIAL INFORMATION
|
55
|
ITEM 9.
|
THE OFFER AND LISTING
|
55
|
ITEM 10.
|
ADDITIONAL INFORMATION
|
56
|
ITEM 11.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
65
|
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
65
|
PART II
|
66
|
|
ITEM 13.
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
66
|
ITEM 14.
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
66
|
ITEM 15.
|
CONTROLS AND PROCEDURES
|
66
|
ITEM 16. | [RESERVED] | 67 |
ITEM 16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
67
|
ITEM 16B.
|
CODE OF ETHICS
|
67
|
ITEM 16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
67
|
ITEM 16D.
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
67
|
ITEM 16E.
|
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
67
|
ITEM 16F.
|
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
|
67
|
ITEM 16G.
|
CORPORATE GOVERNANCE
|
68
|
ITEM 16H.
|
MINE SAFETY DISCLOSURE
|
68
|
PART III
|
68
|
|
ITEM 17.
|
FINANCIAL STATEMENTS
|
68
|
ITEM 18.
|
FINANCIAL STATEMENTS
|
68
|
ITEM 18.1 | SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF SEANERGY MARITIME HOLDINGS CORP. (PARENT COMPANY ONLY) | 68 |
ITEM 19.
|
EXHIBITS
|
68
|
· |
changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand;
|
· |
changes in seaborne and other transportation patterns;
|
· |
changes in the supply of or demand for drybulk commodities, including drybulk commodities carried by sea, generally or in particular regions;
|
· |
changes in the number of newbuildings under construction in the drybulk shipping industry;
|
· |
changes in the useful lives and the value of our vessels and the related impact on our compliance with loan covenants;
|
· |
the aging of our fleet and increases in operating costs;
|
· |
changes in our ability to complete future, pending or recent acquisitions or dispositions;
|
· |
our ability to achieve successful utilization of our expanded fleet;
|
· |
changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions and other general corporate activities;
|
· |
changes in our ability to leverage the relationships and reputation in the drybulk shipping industry of our third-party managers, V.Ships Limited, or V.Ships, our technical manager, and Fidelity Marine Inc., or Fidelity, our commercial manager;
|
· |
changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;
|
· |
changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;
|
· |
loss of our customers, charters or vessels;
|
· |
damage to our vessels;
|
· |
potential liability from future litigation and incidents involving our vessels;
|
· |
our future operating or financial results;
|
· |
our ability to continue as a going concern;
|
· |
acts of terrorism and other hostilities;
|
· |
changes in global and regional economic and political conditions;
|
· |
changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the drybulk shipping industry; and
|
· |
other factors discussed in "Item 3.D. Risk Factors."
|
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE
|
ITEM 3. |
KEY INFORMATION
|
Year Ended December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
Statement of Income Data:
|
||||||||||||||||||||
Vessel revenue, net
|
34,662
|
11,223
|
2,010
|
23,079
|
55,616
|
|||||||||||||||
Direct voyage expenses
|
(21,008
|
)
|
(7,496
|
)
|
(1,274
|
)
|
(8,035
|
)
|
(13,587
|
)
|
||||||||||
Vessel operating expenses
|
(14,251
|
)
|
(5,639
|
)
|
(1,006
|
)
|
(11,086
|
)
|
(26,983
|
)
|
||||||||||
Voyage expenses - related party
|
-
|
-
|
(24
|
)
|
(313
|
)
|
(532
|
)
|
||||||||||||
Management fees - related party
|
-
|
-
|
(122
|
)
|
(743
|
)
|
(1,625
|
)
|
||||||||||||
Management fees
|
(895
|
)
|
(336
|
)
|
-
|
(194
|
)
|
(588
|
)
|
|||||||||||
General and administration expenses
|
(4,134
|
)
|
(2,804
|
)
|
(2,987
|
)
|
(3,966
|
)
|
(6,337
|
)
|
||||||||||
General and administration expenses - related party
|
-
|
(70
|
)
|
(309
|
)
|
(412
|
)
|
(402
|
)
|
|||||||||||
Loss on bad debts
|
-
|
(30
|
)
|
(38
|
)
|
-
|
(327
|
)
|
||||||||||||
Amortization of deferred dry-docking costs
|
(556
|
)
|
(38
|
)
|
-
|
(232
|
)
|
(3,648
|
)
|
|||||||||||
Depreciation
|
(8,531
|
)
|
(1,865
|
)
|
(3
|
)
|
(982
|
)
|
(15,606
|
)
|
||||||||||
Loss on sale of vessels
|
-
|
-
|
-
|
-
|
(15,590
|
)
|
||||||||||||||
Impairment loss for goodwill
|
-
|
-
|
-
|
-
|
(4,365
|
)
|
||||||||||||||
Impairment loss for vessels and deferred charges
|
-
|
-
|
-
|
(3,564
|
)
|
(147,143
|
)
|
|||||||||||||
Gain on disposal of subsidiaries
|
-
|
-
|
-
|
25,719
|
-
|
|||||||||||||||
Gain on restructuring
|
-
|
-
|
85,563
|
-
|
-
|
|||||||||||||||
Operating (loss) / income
|
(14,713
|
)
|
(7,055
|
)
|
81,810
|
19,271
|
(181,117
|
)
|
||||||||||||
Interest and finance costs
|
(7,235
|
)
|
(1,460
|
)
|
(1,463
|
)
|
(8,389
|
)
|
(12,480
|
)
|
||||||||||
Interest and finance costs - related party
|
(2,616
|
)
|
(399
|
)
|
-
|
-
|
-
|
|||||||||||||
Interest income
|
20
|
-
|
14
|
13
|
59
|
|||||||||||||||
Loss on interest rate swaps
|
-
|
-
|
-
|
(8
|
)
|
(189
|
)
|
|||||||||||||
Foreign currency exchange (losses) gains, net
|
(45
|
)
|
(42
|
)
|
(13
|
)
|
19
|
(43
|
)
|
|||||||||||
Total other expenses, net
|
(9,876
|
)
|
(1,901
|
)
|
(1,462
|
)
|
(8,365
|
)
|
(12,653
|
)
|
||||||||||
Net (loss) / income before taxes
|
(24,589
|
)
|
(8,956
|
)
|
80,348
|
10,906
|
(193,770
|
)
|
||||||||||||
Income tax (expense) / benefit
|
(34
|
)
|
-
|
-
|
1
|
2
|
||||||||||||||
Net (loss) / income
|
(24,623
|
)
|
(8,956
|
)
|
80,348
|
10,907
|
(193,768
|
)
|
||||||||||||
Net (loss) / income per common share
|
||||||||||||||||||||
Basic and diluted
|
(1.20
|
)
|
(0.83
|
)
|
30.06
|
4.56
|
(83.69
|
)
|
||||||||||||
Weighted average common shares outstanding
|
||||||||||||||||||||
Basic
|
20,553,007
|
10,773,404
|
2,672,945
|
2,391,628
|
2,315,315
|
|||||||||||||||
Diluted
|
20,553,007
|
10,773,404
|
2,672,950
|
2,391,885
|
2,315,315
|
|||||||||||||||
As of December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Total current assets
|
22,329
|
8,278
|
3,207
|
66,350
|
52,086
|
|||||||||||||||
Vessels, net
|
232,109
|
199,840
|
-
|
-
|
68,511
|
|||||||||||||||
Total assets
|
257,534
|
209,352
|
3,268
|
66,350
|
120,960
|
|||||||||||||||
Total current liabilities, including current portion of long-term debt
|
21,230
|
9,250
|
592
|
157,045
|
222,577
|
|||||||||||||||
Non-current liabilities
|
226,702
|
186,068
|
-
|
-
|
-
|
|||||||||||||||
Common stock
|
3
|
2
|
-
|
-
|
-
|
|||||||||||||||
Total equity / (deficit)
|
30,832
|
23,284
|
2,676
|
(90,695
|
)
|
(101,617
|
)
|
|||||||||||||
Shares issued and outstanding as at December 31,
|
34,072,210
|
19,522,413
|
3,977,854
|
2,391,854
|
2,391,856
|
Year Ended December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
Cash Flow Data:
|
||||||||||||||||||||
Net cash (used in) provided by operating activities
|
(15,339
|
)
|
(4,737
|
)
|
(14,858
|
)
|
1,030
|
2,418
|
||||||||||||
Net cash (used in) provided by investing activities
|
(40,779
|
)
|
(201,684
|
)
|
105,895
|
993
|
55,402
|
|||||||||||||
Net cash provided by (used in) financing activities
|
65,672
|
(206,852
|
)
|
(91,239
|
)
|
(3,246
|
)
|
(71,256
|
)
|
· |
prevailing level of charter rates;
|
· |
general economic and market conditions affecting the shipping industry;
|
· |
types and sizes of vessels;
|
· |
supply and demand for vessels;
|
· |
other modes of transportation;
|
· |
cost of newbuildings;
|
· |
governmental and other regulations; and
|
· |
technological advances;
|
· |
decrease in available financing for vessels;
|
· |
no active secondhand market for the sale of vessels;
|
· |
charterers seeking to renegotiate the rates for existing time charters;
|
· |
widespread loan covenant defaults in the drybulk shipping industry due to the substantial decrease in vessel values; and
|
· |
declaration of bankruptcy by some operators, charterers and vessel owners.
|
· |
number of new vessel deliveries;
|
· |
scrapping rate of older vessels;
|
· |
vessel casualties;
|
· |
price of steel;
|
· |
number of vessels that are out of service;
|
· |
changes in environmental and other regulations that may limit the useful life of vessels; and
|
· |
port or canal congestion.
|
· |
crew strikes and/or boycotts;
|
· |
marine disaster;
|
· |
piracy;
|
· |
environmental accidents;
|
· |
cargo and property losses or damage; and
|
· |
business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.
|
· |
generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service;
|
· |
raise equity and obtain required financing for our existing and new operations, including or our pending acquisition of the vessel expected to be delivered between May 25, 2017 and July 17, 2017;
|
· |
locate and acquire suitable vessels;
|
· |
identify and consummate acquisitions or joint ventures;
|
· |
integrate any acquired businesses or vessels successfully with our existing operations;
|
· |
hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;
|
· |
expand our customer base; and
|
· |
manage our expansion.
|
· |
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may be unavailable on favorable terms;
|
· |
we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and any future dividends to our shareholders;
|
· |
our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and
|
· |
our debt level may limit our flexibility in responding to changing business and economic conditions.
|
· |
renew existing charters upon their expiration;
|
· |
obtain new charters;
|
· |
obtain financing on commercially acceptable terms;
|
· |
maintain satisfactory relationships with our charterers and suppliers; and
|
· |
successfully execute our business strategies.
|
· |
quarterly variations in our results of operations;
|
· |
changes in market valuations of similar companies and stock market price and volume fluctuations generally;
|
· |
changes in earnings estimates or the publication of research reports by analysts;
|
· |
speculation in the press or investment community about our business or the shipping industry generally;
|
· |
strategic actions by us or our competitors such as acquisitions or restructurings;
|
· |
the thin trading market for our common shares, which makes it somewhat illiquid;
|
· |
regulatory developments;
|
· |
additions or departures of key personnel;
|
· |
general market conditions; and
|
· |
domestic and international economic, market and currency factors unrelated to our performance.
|
· |
authorize our board of directors to issue "blank check" preferred stock without shareholder approval;
|
· |
provide for a classified board of directors with staggered, three-year terms;
|
· |
require a super-majority vote in order to amend the provisions regarding our classified board of directors with staggered, three-year terms;
|
· |
permit the removal of any director from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director; and
|
· |
prevent our board of directors from dissolving the shipping committee or altering the duties or composition of the shipping committee without an affirmative vote of not less than 80% of the board of directors.
|
· |
our existing shareholders' proportionate ownership interest in us will decrease;
|
· |
the proportionate amount of cash available for dividends payable on our common shares may decrease;
|
· |
the relative voting strength of each previously outstanding common share may be diminished; and
|
· |
the market price of our common shares may decline.
|
ITEM 4. |
INFORMATION ON THE COMPANY
|
Vessel Name
|
Year Built
|
Dwt
|
Flag
|
Type of Employment
|
||||
Championship
|
2011
|
179,238
|
LIB
|
Spot
|
||||
Knightship
|
2010
|
178,978
|
LIB
|
Spot
|
||||
Lordship
|
2010
|
178,838
|
LIB
|
Time Charter(1)
|
||||
Gloriuship
|
2004
|
171,314
|
MI
|
Spot
|
||||
Leadership
|
2001
|
171,199
|
BA
|
Spot
|
||||
Geniuship
|
2010
|
170,057
|
MI
|
Spot
|
||||
Premiership
|
2010
|
170,024
|
IoM
|
Spot
|
||||
Squireship
|
2010
|
170,018
|
LIB
|
Spot
|
||||
Guardianship
|
2011
|
56,884
|
MI
|
Spot
|
||||
Gladiatorship
|
2010
|
56,819
|
BA
|
Spot
|
(1) |
This vessel is being chartered by Oldendorff Carriers GMBH & CiE until June 2017 at an index-linked rate based on the 4 time charter route rate of Baltic Capesize Index plus 6%. On March 22, 2017 we agreed to extend this time charter for a period of about 18 months to about 22 months after June 2017 in direct continuation of the vessel's current time charter. The net daily charter hire for the extensions period will be an index-linked rate based on the 5 time charter route rate of Baltic Capesize Index. In addition, the time charter provides the option for a period of time to convert it into a fixed rate time charter with a rate corresponding to the prevailing value of the respective Capesize forward freight agreement.
|
Customer
|
2016
|
2015
|
2014
|
|||
A
|
18%
|
-
|
-
|
|||
B
|
12%
|
15%
|
-
|
|||
C
|
-
|
47%
|
-
|
|||
D
|
-
|
12%
|
-
|
|||
E
|
-
|
10%
|
-
|
|||
F
|
-
|
-
|
59%
|
|||
G
|
-
|
-
|
29%
|
|||
Total
|
30%
|
84%
|
88%
|
(i) |
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
|
(ii) |
injury to, or economic losses resulting from, the destruction of real and personal property;
|
(iii) |
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
|
(iv) |
loss of subsistence use of natural resources that are injured, destroyed or lost;
|
(v) |
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
|
(vi) |
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
|
· |
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;
|
Subsidiary
|
Jurisdiction of Incorporation
|
|
Seanergy Management Corp.
|
Republic of the Marshall Islands
|
|
Seanergy Shipmanagement Corp.
|
Republic of the Marshall Islands
|
|
Leader Shipping Co.
|
Republic of the Marshall Islands
|
|
Sea Glorius Shipping Co.
|
Republic of the Marshall Islands
|
|
Sea Genius Shipping Co.
|
Republic of the Marshall Islands
|
|
Guardian Shipping Co.
|
Republic of the Marshall Islands
|
|
Gladiator Shipping Co.
|
Republic of the Marshall Islands
|
|
Premier Marine Co.
|
Republic of the Marshall Islands
|
|
Squire Ocean Navigation Co.
|
Liberia
|
|
Champion Ocean Navigation Co.
|
Liberia
|
|
Lord Ocean Navigation Co.
|
Liberia
|
|
Knight Ocean Navigation Co.
|
Liberia
|
|
Emperor Holding Ltd.
|
Republic of the Marshall Islands
|
|
Partner Shipping Co.
|
Republic of the Marshall Islands
|
|
Pembroke Chartering Services Limited
|
Malta
|
|
Martinique International Corp.
|
British Virgin Islands
|
|
Harbour Business International Corp.
|
British Virgin Islands
|
|
Maritime Capital Shipping Limited
|
Bermuda
|
|
Maritime Capital Shipping (HK) Limited
|
Hong Kong
|
|
Maritime Grace Shipping Limited
|
British Virgin Islands
|
|
Maritime Glory Shipping Limited
|
British Virgin Islands
|
|
Atlantic Grace Shipping Limited
|
British Virgin Islands
|
ITEM 4A. |
UNRESOLVED STAFF COMMENTS
|
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
· |
number of vessels owned and operated;
|
· |
voyage charter rates;
|
· |
time charter trip rates;
|
· |
the nature and duration of our voyage charters;
|
· |
vessels repositioning;
|
· |
vessel operating expenses and direct voyage costs;
|
· |
maintenance and upgrade work;
|
· |
the age, condition and specifications of our vessels;
|
· |
issuance of our common shares and other securities;
|
· |
amount of debt obligations; and
|
· |
financing costs related to debt obligations.
|
(In thousands of U.S. Dollars, except for share and per share data)
|
Year ended December 31,
|
Change
|
||||||||||||||
2016
|
2015
|
Amount
|
%
|
|||||||||||||
Revenues:
|
||||||||||||||||
Vessel revenue, net
|
34,662
|
11,223
|
23,439
|
209
|
%
|
|||||||||||
Expenses:
|
||||||||||||||||
Direct voyage expenses
|
(21,008
|
)
|
(7,496
|
)
|
(13,512
|
)
|
180
|
%
|
||||||||
Vessel operating expenses
|
(14,251
|
)
|
(5,639
|
)
|
(8,612
|
)
|
153
|
%
|
||||||||
Management fees
|
(895
|
)
|
(336
|
)
|
(559
|
)
|
166
|
%
|
||||||||
General and administrative expenses
|
(4,134
|
)
|
(2,874
|
)
|
(1,260
|
)
|
44
|
%
|
||||||||
Depreciation and amortization
|
(9,087
|
)
|
(1,903
|
)
|
(7,184
|
)
|
378
|
%
|
||||||||
Loss on bad debts
|
-
|
(30
|
)
|
30
|
(100
|
)%
|
||||||||||
Operating loss
|
(14,713
|
)
|
(7,055
|
)
|
(7,658
|
)
|
109
|
%
|
||||||||
Other expenses:
|
||||||||||||||||
Interest and finance costs
|
(9,851
|
)
|
(1,859
|
)
|
(7,992
|
)
|
430
|
%
|
||||||||
Other, net
|
(25
|
)
|
(42
|
)
|
17
|
(40
|
)%
|
|||||||||
Total other expenses, net:
|
(9,876
|
)
|
(1,901
|
)
|
(7,975
|
)
|
420
|
%
|
||||||||
Net loss before taxes
|
(24,589
|
)
|
(8,956
|
)
|
(15,633
|
)
|
175
|
%
|
||||||||
Income taxes
|
(34
|
)
|
-
|
(34
|
)
|
-
|
%
|
|||||||||
Net loss
|
(24,623
|
)
|
(8,956
|
)
|
(15,667
|
)
|
175
|
%
|
||||||||
Net loss per common share, basic and diluted
|
(1.20
|
)
|
(0.83
|
)
|
||||||||||||
Weighted average number of common shares outstanding, basic and diluted
|
20,553,007
|
10,773,404
|
(In thousands of U.S. Dollars, except for share and per share data)
|
Year ended December 31,
|
Change | ||||||||||||||
2015
|
2014
|
Amount
|
%
|
|||||||||||||
Revenues:
|
||||||||||||||||
Vessel revenue, net
|
11,223
|
2,010
|
9,213
|
458
|
%
|
|||||||||||
Expenses:
|
||||||||||||||||
Direct voyage expenses
|
(7,496
|
)
|
(1,298
|
)
|
(6,198
|
)
|
478
|
%
|
||||||||
Vessel operating expenses
|
(5,639
|
)
|
(1,006
|
)
|
(4,633
|
)
|
461
|
%
|
||||||||
Management fees
|
(336
|
)
|
(122
|
)
|
(214
|
)
|
175
|
%
|
||||||||
General and administrative expenses
|
(2,874
|
)
|
(3,296
|
)
|
422
|
(13
|
)%
|
|||||||||
Depreciation and amortization
|
(1,903
|
)
|
(3
|
)
|
(1,900
|
)
|
63,333
|
%
|
||||||||
Gain on restructuring
|
-
|
85,563
|
85,563
|
(100
|
)%
|
|||||||||||
Loss on bad debts
|
(30
|
)
|
(38
|
)
|
8
|
(21
|
)%
|
|||||||||
Operating (loss) / income
|
(7,055
|
)
|
81,810
|
(88,865
|
)
|
(109
|
)%
|
|||||||||
Other income / (expense):
|
||||||||||||||||
Interest and finance costs
|
(1,859
|
)
|
(1,463
|
)
|
(396
|
)
|
27
|
%
|
||||||||
Other, net
|
(42
|
)
|
1
|
(43
|
)
|
(4,300
|
)%
|
|||||||||
Total other expenses, net:
|
(1,901
|
)
|
(1,462
|
)
|
(439
|
)
|
30
|
%
|
||||||||
Net (loss) / income
|
(8,956
|
)
|
80,348
|
(89,304
|
)
|
(111
|
)%
|
|||||||||
Net (loss) income per common share, basic and diluted
|
(0.83
|
)
|
30.06
|
|||||||||||||
Weighted average number of common shares outstanding, basic
|
10,773,404
|
2,672,945
|
||||||||||||||
Weighted average number of common shares outstanding, diluted
|
10,773,404
|
2,672,950
|
Year Ended December 31,
|
||||||||||||
Fleet Data:
|
2016
|
2015
|
2014
|
|||||||||
Ownership days
|
2,978
|
776
|
268
|
|||||||||
Available days(1)
|
2,741
|
724
|
268
|
|||||||||
Operating days(2)
|
2,444
|
598
|
142
|
|||||||||
Fleet utilization
|
82
|
%
|
77
|
%
|
53
|
%
|
||||||
Fleet utilization excluding dry-docking off hire days
|
89
|
%
|
83
|
%
|
53
|
%
|
||||||
Average Daily Results:
|
||||||||||||
TCE rate(3)
|
$
|
5,587
|
$
|
6,232
|
$
|
5,014
|
||||||
Daily Vessel Operating Expenses(4)
|
$
|
4,618
|
$
|
5,428
|
$
|
3,754
|
(1)
|
During the year ended December 31, 2016, we incurred 173 off-hire days for a vessel lay-up and 64 off-hire days for two vessel surveys. During the year ended December 31, 2015, we incurred 52 off-hire days for vessel surveys.
|
(2)
|
During the year ended December 31, 2016, we incurred 287 off-hire days between voyages and 10 off-hires days due to other unforeseen circumstances. During the year ended December 31, 2015, we incurred 126 off-hire days between voyages and zero off-hires due to other unforeseen circumstances.
|
(3)
|
We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from 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. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles our net revenues from vessels to TCE rate.
|
(4)
|
We include Daily Vessel Operating Expenses, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with vessel operating expenses, 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. Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by other companies. The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses.
|
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
Year Ended December 31,
|
|||||||||||
2016
|
2015
|
2014
|
||||||||||
Vessel operating expenses
|
$
|
14,251
|
$
|
5,639
|
$
|
1,006
|
||||||
Less: Pre-delivery expenses
|
(499
|
)
|
(1,427
|
)
|
-
|
|||||||
Vessel operating expenses before pre-delivery expenses
|
13,752
|
4,212
|
1,006
|
|||||||||
Ownership days
|
2,978
|
776
|
268
|
|||||||||
Daily Vessel Operating Expenses
|
$
|
4,618
|
$
|
5,428
|
$
|
3,754
|
· |
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
.
|
Vessel
|
Year Built
|
Dwt
|
Carrying Value as of
December 31, 2016
(in million of U.S. dollars)
|
Carrying Value as of
December 31, 2015
(in million of U.S. dollars)
|
|||||
Championship
|
2011
|
179,238
|
40.0
|
*
|
41.7
|
*
|
|||
Knightship
|
2010
|
178,978
|
20.4
|
-
|
|||||
Lordship
|
2010
|
178,838
|
20.3
|
-
|
|||||
Gloriuship
|
2004
|
171,314
|
16.0
|
*
|
16.7
|
*
|
|||
Leadership
|
2001
|
171,199
|
15.6
|
*
|
16.6
|
*
|
|||
Geniuship
|
2010
|
170,057
|
26.3
|
*
|
27.4
|
*
|
|||
Premiership
|
2010
|
170,024
|
28.4
|
*
|
29.6
|
*
|
|||
Squireship
|
2010
|
170,018
|
33.3
|
*
|
34.7
|
*
|
|||
Guardianship
|
2011
|
56,884
|
16.3
|
*
|
17.0
|
*
|
|||
Gladiatorship
|
2010
|
56,819
|
15.5
|
*
|
16.1
|
*
|
|||
TOTAL
|
1,503,369
|
232.1
|
199.8
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Cash Flow Data:
|
||||||||||||
Net cash used in operating activities
|
(15,339
|
)
|
(4,737
|
)
|
(14,858
|
)
|
||||||
Net cash (used in) / provided by investing activities
|
(40,779
|
)
|
(201,684
|
)
|
105,895
|
|||||||
Net cash provided by / (used in) financing activities
|
65,672
|
206,852
|
(91,239
|
)
|
· |
Growing seaborne trade in iron ore, as major miners are increasingly concentrated in Australia and Brazil. Growing Brazil exports are especially significant for ton mile demand, as a typical roundtrip from Brazil to China may take up to three times as many days to complete as one from Australia to China. As a result, total iron ore ton-mile demand is estimated to have increased by 4.35% in 2016, which is more than the 3.6% increase in absolute traded volume.
|
· |
Growing seaborne trade in coal, as mining capacity cuts in China led to increased imports.
|
· |
The unusually low level of grain production seen in certain regions in 2016 is largely expected to reverse.
|
(in thousands of U.S. Dollars)
Contractual Obligations
|
Total
|
less than 1 year
|
1-3 years
|
3-5 years
|
more than 5 years
|
|||||||||||||||
Long-term debt and debt to related party
|
$
|
216,030
|
$
|
10,743
|
$
|
78,342
|
$
|
126,945
|
$
|
-
|
||||||||||
Convertible promissory notes
|
24,965
|
3,300
|
7,000
|
14,665
|
-
|
|||||||||||||||
Interest expense - long term debt
|
39,422
|
11,669
|
21,045
|
6,708
|
-
|
|||||||||||||||
Interest expense - convertible promissory notes
|
4,983
|
1,493
|
2,575
|
915
|
-
|
|||||||||||||||
Total
|
$
|
285,400
|
$
|
27,205
|
$
|
108,962
|
$
|
149,233
|
$
|
-
|
||||||||||
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
Name
|
Age
|
Position
|
Director Class
|
||||
Stamatios Tsantanis
|
45
|
Chairman, Chief Executive Officer, Interim Chief Financial Officer & Director
|
A (term expires in 2019)
|
||||
Christina Anagnostara
|
46
|
Director
|
B (term expires in 2017)
|
||||
Elias Culucundis
|
74
|
Director*
|
A (term expires in 2019)
|
||||
Dimitris Anagnostopoulos
|
70
|
Director*
|
C (term expires in 2018)
|
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
Title of Class
|
Identity of Person or Group
|
Number of
Shares Owned
|
Percent of Class
(2)
|
||||||
Claudia Restis (1)
|
44,502,664
|
68.9
|
%
|
||||||
|
Stamatios Tsantanis
|
500,800
|
1.4
|
%
|
|||||
|
Christina Anagnostara
|
—
|
*
|
||||||
|
Elias Culucundis
|
—
|
*
|
||||||
|
Dimitris Anagnostopoulos
|
—
|
*
|
||||||
|
All directors and executive officers as a group (4 individuals)
|
644,933
|
1.8
|
%
|
(1) |
Based on the Schedule 13D/A filed by Jelco, Comet and Claudia Restis on April 7, 2017. Claudia Restis may be deemed to beneficially own 43,649,230 of our common shares through Jelco and 853,434 of our common shares through Comet, each of which is controlled through a revocable trust of which she is the beneficiary. The shares Claudia Restis may be deemed to beneficially own through Jelco include (i) 4,222,223 shares that Jelco may be deemed to beneficially own, which shares are issuable upon exercise of a conversion option pursuant to the convertible promissory note dated March 12, 2015, as amended, that we issued to Jelco and (ii) 23,516,667 shares that Jelco may be deemed to beneficially own, which shares are issuable upon exercise of a conversion option pursuant to the convertible promissory note dated September 7, 2015, as amended, that we issued to Jelco. This represents a decrease from the 93.4% beneficial ownership that was reported in the Company's annual report on Form 20-F for the year ended December 31, 2015.
|
(2) |
Based on 36,839,246 common shares outstanding as of April 25, 2017 and any additional shares that such person may be deemed to beneficially own in accordance with rule 13d-3 under the Exchange Act.
|
ITEM 8. |
FINANCIAL INFORMATION
|
ITEM 9. |
THE OFFER AND LISTING
|
For the Year Ended
December 31,
|
High
|
Low
|
||||||
2016
|
$
|
7.20
|
$
|
1.15
|
||||
2015
|
$
|
6.75
|
$
|
2.75
|
||||
2014
|
$
|
9.95
|
$
|
4.13
|
||||
2013
|
$
|
12.30
|
$
|
4.00
|
||||
2012
|
$
|
21.15
|
$
|
5.20
|
For the Quarter Ended
|
High
|
Low
|
||||||
March 31, 2017
|
$
|
1.25
|
$
|
0.76
|
||||
December 31, 2016
|
$
|
7.20
|
$
|
1.15
|
||||
September 30, 2016
|
$
|
6.20
|
$
|
2.06
|
||||
June 30, 2016
|
$
|
3.01
|
$
|
2.10
|
||||
March 31, 2016
|
$
|
5.54
|
$
|
1.58
|
||||
December 31, 2015
|
$
|
4.35
|
$
|
3.00
|
||||
September 30, 2015
|
$
|
6.75
|
$
|
3.02
|
||||
June 30, 2015
|
$
|
4.10
|
$
|
2.75
|
||||
March 31, 2015
|
$
|
4.50
|
$
|
3.25
|
||||
For the Month Ended
|
High
|
Low
|
||||||
April 1, 2017 through April 27, 2017
|
$
|
1.10
|
|
$
|
0.81
|
|
||
March 2017
|
$
|
1.02
|
$
|
0.76
|
||||
February 2017
|
$
|
1.20
|
$
|
1.00
|
||||
January 2017
|
$
|
1.25
|
$
|
1.15
|
||||
December 2016
|
$
|
2.40
|
$
|
1.15
|
||||
November 2016
|
$
|
7.20
|
$
|
2.05
|
||||
October 2016
|
$
|
3.03
|
$
|
2.05
|
ITEM 10. |
ADDITIONAL INFORMATION
|
· |
an individual citizen or resident of the United States;
|
· |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; or
|
· |
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or a trust if (i) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
· |
financial institutions or "financial services entities";
|
· |
broker-dealers;
|
· |
taxpayers who have elected mark-to-market accounting;
|
· |
tax-exempt entities;
|
· |
governments or agencies or instrumentalities thereof;
|
· |
insurance companies;
|
· |
regulated investment companies;
|
· |
real estate investment trusts;
|
· |
certain expatriates or former long-term residents of the United States;
|
· |
persons that actually or constructively own 10% or more of our voting shares;
|
· |
persons that hold our common stock or warrants as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
|
· |
persons whose functional currency is not the U.S. dollar.
|
· |
we are organized in a foreign country (our "country of organization") that grants an "equivalent exemption" to corporations organized in the United States; and
|
· |
more than 50% of the value of our stock is owned, directly or indirectly, by "qualified shareholders," that are persons (i) who are "residents" of our country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the "50% Ownership Test;" or
|
· |
our stock is "primarily" and "regularly" traded on one or more established securities markets in our country of organization, in another country that grants an "equivalent exemption" to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test."
|
· |
we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
· |
substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
· |
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 corporation 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 Holders' aggregate holding period for the common stock or warrants;
|
· |
the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company 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 deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
· |
fails to provide an accurate taxpayer identification number;
|
· |
is notified by the IRS that backup withholding is required; or
|
· |
fails in certain circumstances to comply with applicable certification requirements.
|
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15. |
CONTROLS AND PROCEDURES
|
ITEM 16. |
[RESERVED]
|
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B. |
CODE OF ETHICS
|
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
2016
|
2015
|
|||||||
Audit fees
|
$
|
161,000
|
$
|
170,000
|
||||
Audit related fees
|
223,000
|
-
|
||||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
-
|
-
|
||||||
Total fees
|
$
|
384,000
|
$
|
170,000
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM 16F. |
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
|
ITEM 16G. |
CORPORATE GOVERNANCE
|
· |
In lieu of obtaining shareholder approval, in certain circumstances, the Company complies with provisions of the BCA providing that the board of directors may approve share issuances.
|
· |
The Company's Board is not required to be composed of a majority of independent directors.
|
· |
The Company's Board is
not required to have an Audit Committee comprised of at least three members. Our Audit Committee is comprised of two members.
|
· |
The Company's Board is
not required to
meet regularly in executive sessions without management present.
|
ITEM 16H. |
MINE SAFETY DISCLOSURE
|
ITEM 17. |
FINANCIAL STATEMENTS
|
ITEM 18. |
FINANCIAL STATEMENTS
|
ITEM 18.1 |
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF SEANERGY MARITIME HOLDINGS CORP. (PARENT COMPANY ONLY)
|
ITEM 19. |
EXHIBITS
|
Exhibit
Number
|
Description
|
1.1
|
Amended and Restated Articles of Incorporation of the registrant (1)
|
1.2
|
Second Amended and Restated Bylaws of the registrant (2)
|
1.3
|
Amendment to Amended and Restated Articles of Incorporation of the registrant (3)
|
1.4
|
Second Amendment to Amended and Restated Articles of Incorporation of the registrant (4)
|
1.5
|
Third Amendment to Amended and Restated Articles of Incorporation of the registrant (5)
|
1.6
|
Fourth Amendment to Amended and Restated Articles of Incorporation of the registrant (6)
|
1.7
|
Fifth Amendment to Amended and Restated Articles of Incorporation of the registrant (7)
|
2.1
|
Specimen Common Stock Certificate of the registrant (8)
|
2.2
|
Class A Warrant Agreement dated December 13, 2016 between the registrant and Continental Stock Transfer & Trust Company (9)
|
2.3
|
Representative's Warrant dated December 13, 2016 issued by the registrant to Maxim Partners LLC (10)
|
2.4
|
Representative's Warrant dated December 21, 2016 issued by the registrant to Maxim Partners LLC (11)
|
4.1
|
Registration Rights Agreement dated March 26, 2010 between the registrant, United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc.
|
4.2
|
Registration Rights Agreement dated January 4, 2012 between the registrant, United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc.
|
4.3
|
Registration Rights Agreement dated June 24, 2014 between the registrant, Comet Shipholding Inc. and Plaza Shipholding Corp. (12)
|
4.4
|
Registration Rights Agreement dated September 29, 2014 between the registrant, Comet Shipholding Inc. and Plaza Shipholding Corp. (13)
|
4.5
|
Registration Rights Agreement dated December 19, 2014 between the registrant and Jelco Delta Holding Corp. (14)
|
4.6
|
Amended and Restated 2011 Equity Incentive Plan of the registrant adopted on December 15, 2016
|
4.7
|
Ship Technical Management Agreement dated as of February 11, 2015 between Leader Shipping Co. and V.Ships Greece Ltd. (15)
|
4.8
|
Novation Agreement to Ship Technical Management Agreement dated July 27, 2015, among V.Ships Greece Ltd., Leader Shipping Co. and V.Ships Limited (16)
|
4.9
|
Addendum No. 1 to Technical Management Agreement dated March 18, 2016, between Leader Shipping Co. and V.Ships Limited (17)
|
4.10
|
Form of Ship Technical Management Agreement with V.Ships Limited (18)
|
4.11
|
Commercial Management Agreement dated as of March 2, 2015 between the registrant and Fidelity Marine Inc. (19)
|
4.12
|
Amendment No. 1 to Commercial Management Agreement dated September 11, 2015 between the registrant and Fidelity Marine Inc. with respect to the Commercial Management Agreement dated March 2, 2015 (20)
|
4.13
|
Amendment No. 2 to Commercial Management Agreement dated as of March 2, 2015 between the registrant and Fidelity Marine Inc. with respect to the Commercial Management Agreement dated March 2, 2015 (21)
|
4.14
|
Loan Agreement dated March 6, 2015 between Leader Shipping Co. and Alpha Bank A.E. (22)
|
4.15
|
First Supplemental Agreement dated December 23, 2015 between Leader Shipping Co. and Alpha Bank A.E. with respect to the Loan Agreement dated March 6, 2015 (23)
|
4.16
|
Second Supplemental Agreement dated July 28, 2016 between Leader Shipping Co. and Alpha Bank A.E. with respect to the Loan Agreement dated March 6, 2015 (24)
|
4.17
|
Convertible Promissory Note dated March 12, 2015 of the registrant to Jelco Delta Holding Corp. (25)
|
4.18
|
Share Purchase Agreement dated March 12, 2015 between the registrant and Jelco Delta Holding Corp. (26)
|
4.19
|
Registration Rights Agreement dated March 12, 2015 between the registrant and Jelco Delta Holding Corp. (27)
|
4.20
|
Share Purchase Agreement dated March 12, 2015 between the registrant and Stamatios Tsantanis (28)
|
4.21
|
Registration Rights Agreement dated March 12, 2015 between the registrant and Stamatios Tsantanis (29)
|
4.22
|
Share Purchase Agreement dated September 7, 2015 between registrant and Jelco Delta Holding Corp. (30)
|
4.23
|
Registration Rights Agreement dated September 7, 2015 between registrant and Jelco Delta Holding Corp. (31)
|
4.24
|
Convertible Promissory Note dated September 7, 2015 of the registrant to Jelco Delta Holding Corp. (32)
|
4.25
|
First Amendment to Convertible Promissory Note dated December 1, 2015 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (33)
|
4.26
|
Second Amendment to Convertible Promissory Note dated December 14, 2015 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (34)
|
4.27
|
Third Amendment to Convertible Promissory Note dated January 27, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (35)
|
4.28
|
Fourth Amendment to Convertible Promissory Note dated March 7, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (36)
|
4.29
|
Fifth Amendment to Convertible Promissory Note dated April 21, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (37)
|
4.30
|
Sixth Amendment to Convertible Promissory Note dated May 17, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (38)
|
4.31
|
Seventh Amendment to Convertible Promissory Note dated June 16, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (39)
|
4.32
|
Eighth Amendment to Convertible Promissory Note dated March 18, 2017 between the registrant and Jelco Delta Holding Corp. with respect to the Convertible Promissory Note dated September 7, 2015 (40)
|
4.33
|
Purchase Agreement dated August 6, 2015 between the registrant and the Sellers listed on Schedule I thereto (41)
|
4.34
|
Memorandum of Agreement dated August 6, 2015 with respect to
Geniuship
(42)
|
4.35
|
Memorandum of Agreement dated August 6, 2015 with respect to
Gloriuship
(43)
|
4.36
|
Memorandum of Agreement dated August 6, 2015 with respect to
Premiership
(44)
|
4.37
|
Memorandum of Agreement dated August 6, 2015 with respect to
Gladiatorship
(45)
|
4.38
|
Memorandum of Agreement dated August 6, 2015 with respect to
Guardianship
(46)
|
4.39
|
Memorandum of Agreement dated August 6, 2015 with respect to
Squireship
(47)
|
4.40
|
Memorandum of Agreement dated August 6, 2015 with respect to
Championship
(48)
|
4.41
|
Loan Agreement dated September 1, 2015 between Sea Glorius Shipping Co., Sea Genius Shipping Co., HSH Nordbank AG and the Banks and Financial Institutions listed in Schedule 1 thereto (49)
|
4.42
|
Supplemental Letter dated May 16, 2016 from HSH Nordbank AG to Sea Glorius Shipping Co. and Sea Genius Shipping Co. with respect to the Loan Agreement dated September 1, 2015 (50)
|
4.43
|
Supplemental Letter dated February 23, 2017 from HSH Nordbank AG to Sea Glorius Shipping Co., Sea Genius Shipping Co. and the registrant with respect to the Loan Agreement dated September 1, 2015
|
4.44
|
Facility Agreement dated September 11, 2015 between the registrant, Premier Marine Co., Gladiator Shipping Co., Guardian Shipping Co., and UniCredit Bank AG (51)
|
4.45
|
Supplemental Agreement dated June 3, 2016 between the registrant, Premier Marine Co., Gladiator Shipping Co., Guardian Shipping Co. and UniCredit Bank AG with respect to the Facility Agreement dated September 11, 2015 (52)
|
4.46
|
Supplemental Letter dated July 29, 2016 from UniCredit Bank AG to the registrant, Premier Marine Co., Gladiator Shipping Co. and Guardian Shipping Co. with respect to the Facility Agreement dated September 11, 2015 (53)
|
4.47
|
Supplemental Letter dated March 7, 2017 from UniCredit Bank AG to the registrant, Premier Marine Co., Gladiator Shipping Co. and Guardian Shipping Co. with respect to the Facility Agreement dated September 11, 2015
|
4.48
|
Loan Agreement dated November 4, 2015 between Squire Ocean Navigation Co. and Alpha Bank A.E. (54)
|
4.49
|
First Supplemental Agreement dated July 28, 2016 between Alpha Bank A.E. and Squire Ocean Navigation Co. with respect to the Loan Agreement dated November 4, 2015 (55)
|
4.50
|
Facility Agreement dated December 2, 2015 between the registrant, Champion Ocean Navigation Co., and Natixis (56)
|
4.51
|
Supplemental Agreement dated March 7, 2017 between the registrant, Champion Ocean Navigation Co. and Natixis with resepct to the Facility Agreement dated December 2, 2015
|
4.52
|
Settlement Agreement dated March 7, 2017 between the registrant, Champion Ocean Navigation Co. and Natixis with resepct to the Facility Agreement dated December 2, 2015
|
4.53
|
Memorandum of Agreement dated September 26, 2016 with respect to
Lordship
(57)
|
4.54
|
Memorandum of Agreement dated September 26, 2016 with respect to
Knightship
(58)
|
4.52
|
Amended and Restated Loan Agreement dated November 28, 2016 between the registrant and Jelco Delta Holding Corp. (59)
|
4.53
|
Loan Agreement dated November 28, 2016 between Lord Ocean Navigation Co., Knight Ocean Navigation Co., the Entities listed in Schedule 1 thereto, and Northern Shipping Fund III LP (60)
|
4.55
|
Loan Agreement dated March 28, 2017 between the registrant and Jelco Delta Holdings Corp.
|
4.56
|
Memorandum of Agreement dated March 28, 2017 with respect to the vessel expected to be delivered between May 25, 2017 and July 17, 2017
|
4.57
|
Addendum No. 1 to Memorandum of Agreement with respect to the vessel expected to be delivered between May 25, 2017 and July 17, 2017 dated April 25, 2017 with respect to the Memorandum of Agreement dated March 28, 2017
|
8.1
|
List of Subsidiaries
|
12.1
|
Certificate of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
12.2
|
Certificate of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
13.1
|
Certificate 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
|
Certificate 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 Ernst & Young (Hellas) Certified Auditors-Accountants S.A.
|
101
|
The following financial information from the registrant's annual report on Form 20-F for the fiscal year ended December 31, 2016, formatted in Extensible Business Reporting Language (XBRL)
|
|
(1) Consolidated Balance Sheets as of December 31, 2016 and 2015;
|
|
(2) Consolidated Statements of Income/(loss) for the years ended December 31, 2016, 2015 and 2014;
|
|
(3) Consolidated Statements of Shareholders' (Deficit) / Equity for the years ended December 31, 2016, 2015 and 2014;
|
|
(4) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014;
|
(1) |
Incorporated herein by reference to Annex M to Exhibit 99.1 to the registrant's report on Form 6-K filed with the Commission on July 31, 2008 (File No. 001-33690).
|
(2) |
Incorporated herein by reference to Exhibit 99.1 to the registrant's report on Form 6-K filed with the Commission on July 20, 2011.
|
(3) |
Incorporated herein by reference to Exhibit 3.3 to the registrant's registration statement on Form F-1MEF filed with the Commission on August 28, 2009 (File No. 333-161595).
|
(4) |
Incorporated herein by reference to Exhibit 3.4 to the registrant's report on Form 6-K filed with the Commission on September 16, 2010 (File No. 001-34848).
|
(5) |
Incorporated herein by reference to Exhibit 1 to the registrant's report on Form 6-K filed with the Commission on June 27, 2011.
|
(6) |
Incorporated herein by reference to Exhibit 1 to the registrant's report on Form 6-K filed with the Commission on August 5, 2011.
|
(7) |
Incorporated herein by reference to Exhibit 3.7 to the registrant's report on Form 6-K filed with the Commission on January 7, 2016.
|
(8) |
Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on January 7, 2016.
|
(9) |
Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on December 14, 2016
|
(10) |
Incorporated herein by reference to Exhibit 4.2 to the registrant's report on Form 6-K filed with the Commission on December 14, 2016.
|
(11) |
Incorporated herein by reference to Exhibit 4.2 to the registrant's report on Form 6-K filed with the Commission on December 21, 2016.
|
(12) |
Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by United Capital Investments Corp. with the Commission on September 12, 2014.
|
(13) |
Incorporated herein by reference to Exhibit D to the Schedule 13D related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 12, 2015.
|
(14) |
Incorporated herein by reference to Exhibit E to the Schedule 13D related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 12, 2015.
|
(15) |
Incorporated herein by reference to Exhibit 4.51 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(16) |
Incorporated herein by reference to Exhibit 4.10 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(17) |
Incorporated herein by reference to Exhibit 4.11 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(18) |
Incorporated herein by reference to Exhibit 4.12 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(19) |
Incorporated herein by reference to Exhibit 4.52 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(20) |
Incorporated herein by reference to Exhibit 4.14 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(21) |
Incorporated herein by reference to Exhibit 4.15 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(22) |
Incorporated herein by reference to Exhibit 4.53 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(23) |
Incorporated herein by reference to Exhibit 4.17 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(24) |
Incorporated herein by reference to Exhibit 10.18 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(25) |
Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 13, 2015.
|
(26) |
Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 13, 2015.
|
(27) |
Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 13, 2015.
|
(28) |
Incorporated herein by reference to Exhibit 4.57 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(29) |
Incorporated herein by reference to Exhibit 4.58 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(30) |
Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 29, 2015.
|
(31) |
Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 29, 2015.
|
(32) |
Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 29, 2015.
|
(33) |
Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
|
(34) |
Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
|
(35) |
Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on February 11, 2016.
|
(36) |
Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 14, 2016.
|
(37) |
Incorporated herein by reference to Exhibit 10.1 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
|
(38) |
Incorporated herein by reference to Exhibit 10.2 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
|
(39) |
Incorporated herein by reference to Exhibit 10.3 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
|
(40) |
Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 7, 2017.
|
(41) |
Incorporated herein by reference to Exhibit 4.30 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(42) |
Incorporated herein by reference to Exhibit 4.31 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(43) |
Incorporated herein by reference to Exhibit 4.32 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(44) |
Incorporated herein by reference to Exhibit 4.33 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(45) |
Incorporated herein by reference to Exhibit 4.34 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(46) |
Incorporated herein by reference to Exhibit 4.35 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(47) |
Incorporated herein by reference to Exhibit 4.36 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(48) |
Incorporated herein by reference to Exhibit 10.41 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(49) |
Incorporated herein by reference to Exhibit 4.38 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(50) |
Incorporated herein by reference to Exhibit 10.43 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(51) |
Incorporated herein by reference to Exhibit 4.39 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(52) |
Incorporated herein by reference to Exhibit 10.45 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(53) |
Incorporated herein by reference to Exhibit 10.46 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(54) |
Incorporated herein by reference to Exhibit 4.40 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(55) |
Incorporated herein by reference to Exhibit 10.48 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(56) |
Incorporated herein by reference to Exhibit 4.41 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(57) |
Incorporated herein by reference to Exhibit 10.50 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(58) |
Incorporated herein by reference to Exhibit 10.51 to the registrant's registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(59) |
Incorporated herein by reference to Exhibit 10.52 to the registrant's registration statement on Form F-1/A filed with the Commission on November 29, 2016.
|
(60) |
Incorporated herein by reference to Exhibit 10.53 to the registrant's registration statement on Form F-1/A filed with the Commission on November 29, 2016.
|
SEANERGY MARITIME HOLDINGS CORP.
|
|||
By:
|
/s/ Stamatios Tsantanis
|
||
Name:
|
Stamatios Tsantanis
|
||
Title:
|
Chairman & Chief Executive Officer
|
Page
|
||
Report of Independent Registered Public Accounting Firm Ernst & Young (Hellas) Certified Auditors-Accountants S.A.
|
F-2
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
F-3
|
|
Consolidated Statements of Income/(Loss) for the years ended December 31, 2016, 2015 and 2014
|
F-4
|
|
Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2016, 2015 and 2014
|
F-5
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
F-6
|
|
Notes to Consolidated Financial Statements
|
F-7
|
Notes
|
2016
|
2015
|
||||||||||
ASSETS
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
12,858
|
3,304
|
||||||||||
Restricted cash
|
7
|
1,550
|
50
|
|||||||||
Accounts receivable trade, net
|
2,783
|
1,287
|
||||||||||
Inventories
|
4
|
4,049
|
2,980
|
|||||||||
Other current assets
|
5
|
1,089
|
657
|
|||||||||
Total current assets
|
22,329
|
8,278
|
||||||||||
Fixed assets:
|
||||||||||||
Vessels, net
|
6
|
232,109
|
199,840
|
|||||||||
Office equipment, net
|
19
|
40
|
||||||||||
Total fixed assets
|
232,128
|
199,880
|
||||||||||
Other non-current assets:
|
||||||||||||
Deferred charges
|
1,572
|
1,194
|
||||||||||
Restricted cash, non-current
|
7
|
1,500
|
-
|
|||||||||
Other non-current assets
|
5
|
-
|
||||||||||
TOTAL ASSETS
|
257,534
|
209,352
|
||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||||||
Current liabilities:
|
||||||||||||
Current portion of long-term debt, net of deferred finance costs
|
7
|
10,301
|
718
|
|||||||||
Current portion of convertible promissory notes
|
3
|
200
|
103
|
|||||||||
Trade accounts and other payables
|
8
|
6,350
|
5,979
|
|||||||||
Accrued liabilities
|
2,529
|
2,296
|
||||||||||
Deferred revenue
|
1,850
|
154
|
||||||||||
Total current liabilities
|
21,230
|
9,250
|
||||||||||
Non-current liabilities:
|
||||||||||||
Long-term debt, net of current portion and deferred finance costs
|
7
|
198,497
|
176,787
|
|||||||||
Due to related parties, noncurrent
|
3
|
5,878
|
-
|
|||||||||
Long-term portion of convertible promissory notes
|
3
|
1,097
|
31
|
|||||||||
Total liabilities
|
226,702
|
186,068
|
||||||||||
Commitments and contingencies
|
10
|
-
|
-
|
|||||||||
STOCKHOLDERS EQUITY
|
||||||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued
|
-
|
-
|
||||||||||
Common stock, $0.0001 par value; 500,000,000 authorized shares as at December 31, 2016 and 2015; 34,072,210 and 19,522,413 shares issued and outstanding as at December 31, 2016 and 2015, respectively
|
11
|
3
|
2
|
|||||||||
Additional paid-in capital
|
3
|
369,291
|
337,121
|
|||||||||
Accumulated deficit
|
(338,462
|
)
|
(313,839
|
)
|
||||||||
Total Stockholders' equity
|
30,832
|
23,284
|
||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
257,534
|
209,352
|
Notes
|
2016
|
2015
|
2014
|
|||||||||||||
Revenues:
|
||||||||||||||||
Vessel revenue
|
35,983
|
11,661
|
2,075
|
|||||||||||||
Commissions
|
(1,321
|
)
|
(438
|
)
|
(65
|
)
|
||||||||||
Vessel revenue, net
|
34,662
|
11,223
|
2,010
|
|||||||||||||
Expenses:
|
||||||||||||||||
Direct voyage expenses
|
(21,008
|
)
|
(7,496
|
)
|
(1,274
|
)
|
||||||||||
Vessel operating expenses
|
(14,251
|
)
|
(5,639
|
)
|
(1,006
|
)
|
||||||||||
Voyage expenses - related party
|
3
|
-
|
-
|
(24
|
)
|
|||||||||||
Management fees - related party
|
3
|
-
|
-
|
(122
|
)
|
|||||||||||
Management fees
|
(895
|
)
|
(336
|
)
|
-
|
|||||||||||
General and administration expenses
|
(4,134
|
)
|
(2,804
|
)
|
(2,987
|
)
|
||||||||||
General and administration expenses - related party
|
3
|
-
|
(70
|
)
|
(309
|
)
|
||||||||||
Loss on bad debts
|
-
|
(30
|
)
|
(38
|
)
|
|||||||||||
Amortization of deferred dry-docking costs
|
(556
|
)
|
(38
|
)
|
-
|
|||||||||||
Depreciation
|
(8,531
|
)
|
(1,865
|
)
|
(3
|
)
|
||||||||||
Gain on restructuring
|
1
|
-
|
-
|
85,563
|
||||||||||||
Operating (loss) / income
|
(14,713
|
)
|
(7,055
|
)
|
81,810
|
|||||||||||
Other income / (expenses), net:
|
||||||||||||||||
Interest and finance costs
|
12
|
(7,235
|
)
|
(1,460
|
)
|
(1,463
|
)
|
|||||||||
Interest and finance costs - related party
|
3 & 12
|
(2,616
|
)
|
(399
|
)
|
-
|
||||||||||
Interest and other income
|
20
|
-
|
14
|
|||||||||||||
Foreign currency exchange losses, net
|
(45
|
)
|
(42
|
)
|
(13
|
)
|
||||||||||
Total other expenses, net
|
(9,876
|
)
|
(1,901
|
)
|
(1,462
|
)
|
||||||||||
Net (loss) / income before income taxes
|
(24,589
|
)
|
(8,956
|
)
|
80,348
|
|||||||||||
Income taxes
|
(34
|
)
|
-
|
-
|
||||||||||||
Net (loss) / income
|
(24,623
|
)
|
(8,956
|
)
|
80,348
|
|||||||||||
Net (loss) / income per common share
|
||||||||||||||||
Basic and diluted
|
13
|
(1.20
|
)
|
(0.83
|
)
|
30.06
|
||||||||||
Weighted average common shares outstanding
|
||||||||||||||||
Basic
|
13
|
20,553,007
|
10,773,404
|
2,672,945
|
||||||||||||
Diluted
|
13
|
20,553,007
|
10,773,404
|
2,672,950
|
Common stock
|
Total stockholders'
|
|||||||||||||||||||
# of Shares
|
Par Value
|
Additional
paid-in capital
|
Accumulated
deficit
|
equity /
(deficit)
|
||||||||||||||||
Balance, January 1, 2014
|
2,391,854
|
-
|
294,535
|
(385,231
|
)
|
(90,696
|
)
|
|||||||||||||
Related parties liabilities released (Note 3)
|
-
|
-
|
9,819
|
-
|
9,819
|
|||||||||||||||
Issuance of common stock (Note 11)
|
1,586,000
|
-
|
3,205
|
-
|
3,205
|
|||||||||||||||
Net income for the year ended December 31, 2014
|
-
|
-
|
-
|
80,348
|
80,348
|
|||||||||||||||
Balance, December 31, 2014
|
3,977,854
|
-
|
307,559
|
(304,883
|
)
|
2,676
|
||||||||||||||
Issuance of common stock (Note 11)
|
15,355,559
|
2
|
13,819
|
-
|
13,821
|
|||||||||||||||
Issuance of convertible promissory notes (Note 3)
|
-
|
-
|
15,765
|
-
|
15,765
|
|||||||||||||||
Gain on extinguishment of convertible promissory notes (Note 3)
|
-
|
-
|
(200
|
)
|
-
|
(200
|
)
|
|||||||||||||
Stock based compensation (Note 14)
|
189,000
|
-
|
178
|
-
|
178
|
|||||||||||||||
Net loss for the year ended December 31, 2015
|
-
|
-
|
-
|
(8,956
|
)
|
(8,956
|
)
|
|||||||||||||
Balance, December 31, 2015
|
19,522,413
|
2
|
337,121
|
(313,839
|
)
|
23,284
|
||||||||||||||
Issuance of common stock and warrants (Note 11)
|
13,785,000
|
1
|
22,146
|
-
|
22,147
|
|||||||||||||||
Issuance of convertible promissory notes (Note 3)
|
-
|
-
|
9,400
|
-
|
9,400
|
|||||||||||||||
Stock based compensation (Notes 1 & 14)
|
764,797
|
-
|
624
|
-
|
624
|
|||||||||||||||
Net loss for the year ended December 31, 2016
|
-
|
-
|
-
|
(24,623
|
)
|
(24,623
|
)
|
|||||||||||||
Balance, December 31, 2016
|
34,072,210
|
3
|
369,291
|
(338,462
|
)
|
30,832
|
||||||||||||||
2016
|
2015
|
2014
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net (loss) / income
|
(24,623
|
)
|
(8,956
|
)
|
80,348
|
|||||||
Adjustments to reconcile net (loss) / income to net cash used in operating activities:
|
||||||||||||
Depreciation
|
8,531
|
1,865
|
3
|
|||||||||
Amortization of deferred dry-docking costs
|
556
|
38
|
-
|
|||||||||
Amortization of deferred finance charges
|
265
|
72
|
-
|
|||||||||
Amortization of convertible promissory note beneficial conversion feature
|
1,163
|
334
|
-
|
|||||||||
Gain on extinguishment of convertible promissory notes
|
-
|
(200
|
)
|
-
|
||||||||
Stock based compensation
|
624
|
178
|
-
|
|||||||||
Loss on bad debt
|
-
|
30
|
38
|
|||||||||
Gain on restructuring
|
-
|
-
|
(85,563
|
)
|
||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable trade, net
|
(1,496
|
)
|
(1,287
|
)
|
1,188
|
|||||||
Inventories
|
(1,069
|
)
|
(2,980
|
)
|
61
|
|||||||
Other current assets
|
(432
|
)
|
(353
|
)
|
661
|
|||||||
Deferred charges
|
(934
|
)
|
(1,232
|
)
|
-
|
|||||||
Other non-current assets
|
(5
|
)
|
-
|
-
|
||||||||
Trade accounts and other payables
|
371
|
5,715
|
(1,884
|
)
|
||||||||
Due to related parties
|
-
|
(105
|
)
|
875
|
||||||||
Accrued liabilities
|
14
|
1,990
|
(10,380
|
)
|
||||||||
Deferred revenue
|
1,696
|
154
|
(205
|
)
|
||||||||
Net cash used in operating activities
|
(15,339
|
)
|
(4,737
|
)
|
(14,858
|
)
|
||||||
Cash flows from investing activities:
|
||||||||||||
Acquisition of vessels
|
(40,779
|
)
|
(201,684
|
)
|
-
|
|||||||
Net proceeds from sale of vessels
|
-
|
-
|
105,959
|
|||||||||
Additions to office furniture & equipment
|
-
|
-
|
(64
|
)
|
||||||||
Net cash (used in) / provided by investing activities
|
(40,779
|
)
|
(201,684
|
)
|
105,895
|
|||||||
Cash flows from financing activities:
|
||||||||||||
Net proceeds from issuance of common stock and warrants
|
22,606
|
13,820
|
3,204
|
|||||||||
Proceeds from long term debt
|
32,000
|
179,047
|
-
|
|||||||||
Proceeds from convertible promissory notes
|
9,400
|
15,765
|
-
|
|||||||||
Proceeds from related party debt
|
12,800
|
-
|
-
|
|||||||||
Repayments of related party debt
|
(6,900
|
)
|
-
|
-
|
||||||||
Payments of financing costs
|
(584
|
)
|
(930
|
)
|
-
|
|||||||
Repayments of long term debt
|
(650
|
)
|
(600
|
)
|
(94,443
|
)
|
||||||
Repayments of convertible promissory notes
|
-
|
(200
|
)
|
-
|
||||||||
Restricted cash (retained)/released
|
(3,000
|
)
|
(50
|
)
|
-
|
|||||||
Net cash provided by / (used in) financing activities
|
65,672
|
206,852
|
(91,239
|
)
|
||||||||
Net increase / (decrease) in cash and cash equivalents
|
9,554
|
431
|
(202
|
)
|
||||||||
Cash and cash equivalents at beginning of period
|
3,304
|
2,873
|
3,075
|
|||||||||
Cash and cash equivalents at end of period
|
12,858
|
3,304
|
2,873
|
|||||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
Cash paid for interest
|
7,973
|
855
|
10,557
|
|||||||||
1. |
Basis of Presentation and General Information:
|
a. |
Disposal of Vessels
:
|
b. |
Going Concern:
|
a) |
Natixis loan facility payments of $7,000 due within one year after the date that the financial statements are issued or $28,000 due by September 29, 2017, as per the March 7, 2017 settlement agreement (Note 15).
|
b) |
Scheduled debt repayments of approximately $12,200 due within one year after the date that the financial statements are issued, excluding the Natixis loan facility.
|
c) |
Scheduled repayments of $3,500 due within one year after the date that the financial statements are issued under the convertible notes issued to Jelco Delta Holding Corp., or Jelco, a company affiliated with Caludia Restis, who is also the Company's principal shareholder.
|
d) |
Agreement dated March 28, 2017 for the acquisition of a secondhand Capesize vessel, at a gross purchase price of $32,650 that is expected to be delivered between May 25, 2017 and July 17, 2017 (Note 15).
|
e) |
Estimated interest expense payments of approximately $19,800 due within one year after the date that the financial statements are issued under the Company's loan facilities and the convertible notes issued to Jelco.
|
f) |
Restricted cash requirements and minimum liquidity requirements as per loan agreements.
|
a) |
On March 28, 2017, the Company entered into a $47,500 loan agreement with Jelco. Under the terms of this agreement, Jelco will make available this facility to the Company, to the extent that the Company is unable to secure third party financing to partially fund the Natixis settlement agreement and the balance purchase price of the vessel that the Company agreed to purchase on March 28, 2017 (Note 15).
|
b) |
The Company has deferred the applicable limit reduction of $3,100 due in September 2017 to the note's maturity date in September 2020 under the convertible note issued to Jelco in September 2015 (Note 15).
|
c) |
The Company has raised net proceeds of approximately $2,420 under its public at-the-market offering as of April 25, 2017 (Note 15).
|
d) |
Subsequent to year end, the Company has entered into agreements with some of its senior lenders for the waiver and deferral of the application date of certain major financial covenants (Note 15).
|
c. |
Subsidiaries in Consolidation:
|
Company
|
Country of Incorporation
|
Vessel name
|
Date of Delivery
|
Date of Sale/Disposal
|
||||||
Seanergy Management Corp.(1) (3)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
||||||
Seanergy Shipmanagement Corp.(1) (3)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
||||||
Sea Glorius Shipping Co.(1)
|
Marshall Islands
|
Gloriuship
|
November 3, 2015
|
N/A
|
||||||
Sea Genius Shipping Co.(1)
|
Marshall Islands
|
Geniuship
|
October 13, 2015
|
N/A
|
||||||
Leader Shipping Co.(1)
|
Marshall Islands
|
Leadership
|
March 19, 2015
|
N/A
|
||||||
Premier Marine Co.(1)
|
Marshall Islands
|
Premiership
|
September 11, 2015
|
N/A
|
||||||
Gladiator Shipping Co.(1)
|
Marshall Islands
|
Gladiatorship
|
September 29, 2015
|
N/A
|
||||||
Guardian Shipping Co.(1)
|
Marshall Islands
|
Guardianship
|
October 21, 2015
|
N/A
|
||||||
Champion Ocean Navigation Co.(1)
|
Liberia
|
Championship
|
December 7, 2015
|
N/A
|
||||||
Squire Ocean Navigation Co.(1)
|
Liberia
|
Squireship
|
November 10, 2015
|
N/A
|
||||||
Emperor Holding Ltd.(1)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
||||||
Knight Ocean Navigation Co.(1)
|
Liberia
|
Knightship
|
December 13, 2016
|
N/A
|
||||||
Lord Ocean Navigation Co.(1)
|
Liberia
|
Lordship
|
November 30, 2016
|
N/A
|
||||||
Pembroke Chartering Services Limited (4)
|
Malta
|
N/A
|
N/A
|
N/A
|
||||||
Martinique International Corp.(1)
|
British Virgin Islands
|
Bremen Max
|
September 11, 2008
|
March 7, 2014
|
||||||
Harbour Business International Corp.(1)
|
British Virgin Islands
|
Hamburg Max
|
September 25, 2008
|
March 10, 2014
|
||||||
Maritime Capital Shipping Limited (1)
|
Bermuda
|
N/A
|
N/A
|
N/A
|
||||||
Maritime Capital Shipping (HK) Limited (3)
|
Hong Kong
|
N/A
|
N/A
|
N/A
|
||||||
Maritime Glory Shipping Limited (2)
|
British Virgin Islands
|
Clipper Glory
|
May 21, 2010
|
December 4, 2012
|
||||||
Maritime Grace Shipping Limited (2)
|
British Virgin Islands
|
Clipper Grace
|
May 21, 2010
|
October 15, 2012
|
||||||
Atlantic Grace Shipping Limited (5)
|
British Virgin Islands
|
N/A
|
N/A
|
N/A
|
||||||
(1) Subsidiaries wholly owned
|
(2) Vessel owning subsidiaries owned by Maritime Capital Shipping Limited (or "
MCS")
|
(3) Management company
|
(4) Chartering services company
|
(5) Dormant company
|
2. |
Significant Accounting Policies:
|
(a) |
Principles of Consolidation
|
(b) |
Use of Estimates
|
(c) |
Foreign Currency Translation
|
(d) |
Concentration of Credit Risk
|
(e) |
Cash and Cash Equivalents
|
(f) |
Restricted Cash
|
(g) |
Accounts Receivable Trade, Net
|
(h) |
Inventories
|
(i) |
Insurance Claims
|
(j) |
Vessels
|
(k) |
Vessel Depreciation
|
(l) |
Impairment of Long-Lived Assets (Vessels)
|
(m) |
Dry-Docking and Special Survey Costs
|
(o) |
Revenue Recognition
|
Customer
|
2016
|
2015
|
2014
|
|||
A
|
18%
|
-
|
-
|
|||
B
|
12%
|
15%
|
-
|
|||
C
|
47%
|
-
|
||||
D
|
-
|
12%
|
-
|
|||
E
|
-
|
10%
|
-
|
|||
F
|
-
|
-
|
59%
|
|||
G
|
-
|
-
|
29%
|
|||
Total
|
30%
|
84%
|
88%
|
(p) |
Commissions
|
(q) |
Vessel Voyage Expenses
|
(r) |
Repairs and Maintenance
|
(s) |
Financing Costs
|
(t) |
Income Taxes
|
(u) |
Stock-based Compensation
|
(v) |
Earnings (Losses) per Share
|
(w) |
Segment Reporting
|
(x) |
Financial Instruments
|
(y) |
Fair Value Measurements
|
· |
Level 1: Quoted market prices in active markets for identical assets or liabilities;
|
· |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
|
· |
Level 3: Unobservable inputs that are not corroborated by market data.
|
(z) |
Troubled Debt Restructurings
|
(aa) |
Convertible Promissory Notes and Related Beneficial Conversion Features
|
3. |
Transactions with Related Parties:
|
a. |
Convertible Promissory Notes:
|
Applicable limit
|
Debt discount
|
Accumulated deficit
|
Debt
|
|||||||||||||
Balance, December 31, 2014
|
-
|
-
|
-
|
-
|
||||||||||||
Additions
|
4,000
|
(4,000
|
)
|
-
|
-
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
303
|
303
|
||||||||||||
Partial extinguishment of debt
|
-
|
-
|
(200
|
)
|
(200
|
)
|
||||||||||
Balance, December 31, 2015
|
4,000
|
(4,000
|
)
|
103
|
103
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
322
|
322
|
||||||||||||
Balance, December 31, 2016
|
4,000
|
(4,000
|
)
|
425
|
425
|
Additional
paid-in capital
|
||||
Balance, December 31, 2014
|
-
|
|||
Intrinsic value of BCF
|
4,000
|
|||
Consideration allocated to repurchase BCF
|
(200
|
)
|
||
Balance, December 31, 2015
|
3,800
|
|||
Balance, December 31, 2016
|
3,800
|
Applicable limit
|
Debt discount
|
Accumulated deficit
|
Debt
|
|||||||||||||
Balance, December 31, 2014
|
-
|
-
|
-
|
-
|
||||||||||||
Additions
|
11,765
|
(11,765
|
)
|
-
|
-
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
31
|
31
|
||||||||||||
Balance, December 31, 2015
|
11,765
|
(11,765
|
)
|
31
|
31
|
|||||||||||
Additions
|
9,400
|
(9,400
|
)
|
-
|
-
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
841
|
841
|
||||||||||||
Balance, December 31, 2016
|
21,165
|
(21,165
|
)
|
872
|
872
|
Additional
paid-in capital
|
||||
Balance, December 31, 2014
|
-
|
|||
Intrinsic value of BCF
|
11,765
|
|||
Balance, December 31, 2015
|
11,765
|
|||
Intrinsic value of BCF
|
9,400
|
|||
Balance, December 31, 2016
|
21,165
|
b. |
Loan Agreement:
|
c. |
Release from Related Parties Liabilities:
|
d. |
Technical Management Agreement:
|
e. |
Brokerage Agreement:
|
f. |
Property Lease Agreement:
|
4. |
Inventories:
|
December 31, 2016
|
December 31, 2015
|
|||||||
Lubricants
|
553
|
739
|
||||||
Bunkers
|
3,496
|
2,241
|
||||||
Total
|
4,049
|
2,980
|
5. |
Other Current Assets:
|
December 31, 2016
|
December 31, 2015
|
|||||||
Prepaid expenses
|
684
|
476
|
||||||
Insurance claims
|
-
|
14
|
||||||
Other
|
405
|
167
|
||||||
Total
|
1,089
|
657
|
6. |
Vessels, Net:
|
Cost:
|
December 31,
2016 |
December 31,
2015 |
||||||
Beginning balance
|
201,684
|
-
|
||||||
- Additions
|
40,778
|
201,684
|
||||||
Ending balance
|
242,462
|
201,684
|
||||||
Accumulated depreciation:
|
||||||||
Beginning balance
|
(1,844
|
)
|
-
|
|||||
- Additions
|
(8,509
|
)
|
(1,844
|
)
|
||||
Ending balance
|
(10,353
|
)
|
(1,844
|
)
|
||||
Net book value
|
232,109
|
199,840
|
7. |
Long-Term Debt:
|
December 31,
2016 |
December 31,
2015 |
|||||||
Secured loan facilities
|
210,130
|
178,447
|
||||||
Less: Deferred financing costs
|
(1,332
|
)
|
(942
|
)
|
||||
Total
|
208,798
|
177,505
|
||||||
Less - current portion
|
(10,301
|
)
|
(718
|
)
|
||||
Long-term portion
|
198,497
|
176,787
|
Year ended December 31,
|
Amount
|
|||
2017
|
10,743
|
|||
2018
|
21,721
|
|||
2019
|
50,721
|
|||
2020
|
78,683
|
|||
2021
|
48,262
|
|||
Total
|
210,130
|
8. |
Trade Accounts and Other Payables:
|
December 31,
2016 |
December 31,
2015 |
|||||||
Creditors
|
6,146
|
5,710
|
||||||
Insurances
|
23
|
162
|
||||||
Other
|
181
|
107
|
||||||
Total
|
6,350
|
5,979
|
9. |
Financial Instruments:
|
(a) |
Significant Risks and Uncertainties, including Business and Credit Concentration
|
(b) |
Interest Rate Risk
|
a. |
Cash and cash equivalents, restricted cash, accounts receivable trade, other current assets and trade accounts and other payables: the carrying amounts approximate fair value because of the short maturity of these instruments.
The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current.
|
b. |
Long-term debt: The carrying value of long-term debt with variable interest rates approximates the fair market value as the long-term debt bears interest at floating interest rate. The fair value of fixed interest long-term debt is estimated using prevailing market rates as of the period end. The Company believes the terms of its fixed interest long-term debt are similar to those that could be procured as of December 31, 2016, and the carrying value approximates the fair market value.
The fair value of the fixed interest long-term debt has been obtained through Level 2 inputs of the fair value hierarchy which includes observable inputs other than quoted prices included in Level 1.
|
10. |
Commitments and Contingencies:
|
11. |
Capital Structure:
|
12. |
Interest and Finance Costs:
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Interest on long-term debt
|
6,943
|
1,353
|
811
|
|||||||||
Interest on revolving credit facility
|
-
|
-
|
396
|
|||||||||
Amortization of debt issuance costs
|
265
|
72
|
-
|
|||||||||
Arrangement fees on undrawn facilities
|
-
|
-
|
246
|
|||||||||
Other
|
27
|
35
|
10
|
|||||||||
Total
|
7,235
|
1,460
|
1,463
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Interest on long-term debt - related party
|
155
|
-
|
-
|
|||||||||
Convertible notes interest expense
|
1,298
|
265
|
-
|
|||||||||
Convertible notes amortization of debt discount
|
1,163
|
334
|
-
|
|||||||||
Gain on extinguishment of convertible notes
|
-
|
(200
|
)
|
-
|
||||||||
Total
|
2,616
|
399
|
-
|
13. |
Earnings (Losses) per Share:
|
For the years ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Basic:
|
||||||||||||
Net (loss) / income
|
(24,623
|
)
|
(8,956
|
)
|
80,348
|
|||||||
Weighted average common shares outstanding – basic
|
20,553,007
|
10,773,404
|
2,672,945
|
|||||||||
Net (loss) / income per common share – basic
|
$
|
(1.20
|
)
|
$
|
(0.83
|
)
|
$
|
30.06
|
||||
Diluted:
|
||||||||||||
Net (loss) / income
|
(24,623
|
)
|
(8,956
|
)
|
80,348
|
|||||||
Weighted average common shares outstanding – basic
|
20,553,007
|
10,773,404
|
2,672,945
|
|||||||||
Non-vested equity incentive shares
|
-
|
-
|
5
|
|||||||||
Weighted average common shares outstanding – diluted
|
20,553,007
|
10,773,404
|
2,672,950
|
|||||||||
Net (loss) / income per common share – diluted
|
$
|
(1.20
|
)
|
$
|
(0.83
|
)
|
$
|
30.06
|
2016
|
2015
|
2014
|
||||||||||
Non-vested equity incentive plan shares (Note 14)
|
652,700
|
152,000
|
-
|
|||||||||
Convertible promissory note shares (Note 3)
|
27,738,890
|
17,294,444
|
-
|
|||||||||
Public shares under warrants (Note 11)
|
12,065,000
|
-
|
-
|
|||||||||
Private shares under warrants
|
-
|
-
|
15,185
|
|||||||||
Total
|
40,456,590
|
17,446,444
|
15,185
|
Number of Shares
|
Weighted Average Grant Date Price
|
|||||||
Outstanding at December 31, 2013
|
219
|
$
|
66.40
|
|||||
Granted
|
-
|
-
|
||||||
Vested
|
(219
|
)
|
66.40
|
|||||
Outstanding at December 31, 2014
|
-
|
$
|
-
|
|||||
Granted
|
189,000
|
3.70
|
||||||
Vested
|
(37,000
|
)
|
3.70
|
|||||
Outstanding at December 31, 2015
|
152,000
|
$
|
3.70
|
|||||
Granted
|
772,800
|
1.30
|
||||||
Vested
|
(264,100
|
)
|
1.69
|
|||||
Forfeited
|
(8,000
|
)
|
3.70
|
|||||
Outstanding at December 31, 2016
|
652,700
|
$
|
1.67
|
a) |
On February 3, 2017, the Company entered into an Equity Distribution Agreement with Maxim Group LLC, or "Maxim", as sales agent, under which the Company may offer and sell, from time to time through Maxim up to $20,000 of its common shares. The Company will determine, at its sole discretion, the timing and number of shares to be sold pursuant to the Equity Distribution Agreement along with any minimum price below which sales may not be made. Maxim will make any sales pursuant to the Equity Distribution Agreement using its commercially reasonable efforts consistent with its normal trading and sales practices. Sales of common shares, if any, may be made by means of ordinary brokers' transactions on the Nasdaq Capital Market, in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.
As of April 25, 2017, the Company has sold 2,642,036 of its common shares for aggregate net proceeds of $2,420 in connection with this public at-the-market offering. Maxim has received aggregate compensation for such sales of $83.
|
b) |
On March 7, 2017, the Company and one of its vessel-owning subsidiaries entered into a supplemental and a settlement agreement with Natixis to the secured term loan facility dated December 2, 2015. Under the terms of the supplemental agreement the secured term loan will now be repayable in four installments: $2,000 due April 28, 2017, $2,000 due June 30, 2017, $3,000 due September 29, 2017, and $32,412 due May 2, 2018. In addition, the supplemental agreement waives the application of the minimum required security cover requirement and all the financial covenant requirements under the secured term loan facility until the termination date of the loan, which is May 2, 2018. Under the terms of the settlement agreement, the Company has an option, until September 29, 2017, to satisfy the full amount of the facility by making a prepayment of $28,000, which includes any payments made in connection with the first three installment payments. Upon such prepayment, the facility will be deemed satisfied in full.
|
c) |
Subsequent to year end the Company has entered into agreements with some of its senior lenders for the waiver and deferral of the application date of certain major financial covenants, as follows:
|
· |
The Company reached an agreement with Alpha Bank A.E. with respect to the loan facility dated November 4, 2015, to defer from January 1, 2018, to April 1, 2018, of the security requirement that the market value of
M/V Squireship
plus any additional security to the total facility outstanding shall not be less than 125%.
|
· |
The Company reached an agreement with HSH Nordbank AG with respect to the loan facility dated September 1, 2015, and related guarantee to (i) defer from October 1, 2017, to May 1, 2018, the security coverage requirement that the market value of
M/V Geniuship
and
M/V Gloriuship
plus any additional security to total facility outstanding and any Swap Exposure, as defined in the loan facility) not be less than 120%, (ii) defer from December 31, 2017, to June 30, 2018, the requirement that the Company, on a consolidated basis, maintains a percentage ratio of total liabilities (excluding any shareholders' convertible notes) to total assets (less any activated goodwill) that does not exceed 75% and (iii) defer from the quarter ending December 31, 2017, to the quarter ended June 30, 2018, of the requirement that the Company maintains a ratio of earnings before interest, taxes, depreciation and amortization ("EBITDA"), excluding any gains and losses on the disposal of subsidiaries or vessels and impairments on goodwill and vessels, to interest payments that is not less than 2:1.
|
· |
The Company reached an agreement with UniCredit Bank AG with respect to the loan facility dated September 11, 2015, to (i) defer from June 30, 2017, to May 1, 2018, the security coverage requirement that the market value of
M/V Premiership
,
M/V Gladiatorship
and
M/V Guardianship
plus any additional security to total facility outstanding and the cost, if any, of terminating any transactions entered into under the Hedging Agreement (as defined in the loan facility) shall not be less than 120%, (ii) defer from September 30, 2017, to June 30, 2018, the requirement that the Company maintain a leverage ratio (as defined in the loan facility) that does not exceed 75%, and (iii) defer from September 30, 2017, to June 30, 2018, the requirement that the Company maintain a ratio of EBITDA to net interest expense (as defined in the loan facility) that is not less than 2:1.
|
d) |
On March 22, 2017, the Company extended the
M/V Lordship's
present time charter contract with Oldendorff Carriers GMBH & CiE for a period of about eighteen to twenty-two months at an index-linked rate based on 5 T/C route Baltic Capesize Index. The new charter period is expected to commence in May 2017.
|
e) |
On March 17, 2017, the Company deferred a $200 installment due under the convertible note issued to Jelco on March 2015 to the final maturity date. This was the third such installment that was deferred to the final maturity date under this Jelco note.
|
f) |
On March 28, 2017, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, at a gross purchase price of $32,650. The vessel is expected to be delivered between May 25, 2017 and July 17, 2017. A deposit of $3,265 was paid by cash in hand on March 30, 2017.
|
g) |
On March 28, 2017, the Company entered into a $47,500 secured loan agreement with Jelco. Under the terms of this agreement, Jelco will make available this facility to the Company, in the event that the Company is not able to secure third party financing to partially fund the Natixis settlement agreement, as well as the balance purchase price of the 2012-built vessel that the Company agreed to purchase on March 28, 2017. Specifically, Jelco will make available an advance of up to $18,000 to partly refinance the Natixis settlement agreement and an advance of up to $29,500 to partly finance the new vessel acquisition. Each advance will be available up to the earlier of (i) May 2, 2018 and (ii) the date on which each advance is fully borrowed, cancelled or terminated. However, advances are subject to the satisfaction of certain customary conditions precedent as well as obtaining an independent third party fairness opinion for resetting the conversion price to be included in an amendment to the convertible promissory note dated September 7, 2015, issued by the Company to Jelco, and such conversion price to be amended to the lower of (i) the conversion price as defined in the note and (ii) a price determined by an independent third party that is determined to be fair to all the Company's shareholders. The facility bears interest at 3-month LIBOR plus a 7% margin. The loan is payable in one bullet payment and the repayment date is fourteen months from the final drawdown date. The facility will be secured by a first preferred mortgage of the M/V Championship and the new vessel that the Company agreed to acquire and a general assignment to cover earnings, insurances, charter parties and requisition compensation and technical and commercial managers' undertakings. The vessel owning subsidiaries that own the M/V Championship and the new vessel that the Company has agreed to acquire will provide a guarantee to Jelco for Seanergy's obligations under the facility.
|
h) |
On March 28, 2017, the Company entered into the eighth amendment to the convertible note issued to Jelco in September 2015. According to the amendment, the applicable limit reduction of $3,100 due in September 2017 has been deferred to the note's maturity date in September 2020.
|
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only)
Statements of Income / (Loss)
For the years ended December 31, 2016, 2015 and 2014
(In thousands of US Dollars, except for share and per share data)
|
2016
|
2015
|
2014
|
||||||||||
Expenses:
|
||||||||||||
General and administration expenses
|
(2,115
|
)
|
(1,256
|
)
|
(1,123
|
)
|
||||||
Operating loss
|
(2,115
|
)
|
(1,256
|
)
|
(1,123
|
)
|
||||||
Other (expenses) / income, net:
|
||||||||||||
Interest and finance cost – related party
|
(2,621
|
)
|
(399
|
)
|
-
|
|||||||
Other, net
|
(18
|
)
|
(9
|
)
|
8
|
|||||||
Total other (expenses) / income, net
|
(2,639
|
)
|
(408
|
)
|
8
|
|||||||
Equity in (loss)/earnings of subsidiaries*
|
(19,869
|
)
|
(7,292
|
)
|
81,463
|
|||||||
Net (loss) / income
|
(24,623
|
)
|
(8,956
|
)
|
80,348
|
|||||||
Net (loss) / income per common share
|
||||||||||||
Basic and diluted
|
(1.20
|
)
|
(0.83
|
)
|
30.06
|
|||||||
Weighted average common shares outstanding
|
||||||||||||
Basic
|
20,553,007
|
10,773,404
|
2,672,945
|
|||||||||
Diluted
|
20,553,007
|
10,773,404
|
2,672,950
|
* Eliminated in consolidation
|
2016
|
2015
|
2014
|
||||||||||
Net cash used in operating activities
|
(2,441
|
)
|
(1,202
|
)
|
(1,195
|
)
|
||||||
Cash flows used in investing activities:
|
||||||||||||
Investments in subsidiaries
|
(28,734
|
)
|
(28,633
|
)
|
(2,198
|
)
|
||||||
Net cash used in investing activities
|
(28,734
|
)
|
(28,633
|
)
|
(2,198
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Net proceeds from issuance of common stock
|
22,606
|
13,820
|
3,204
|
|||||||||
Proceeds from convertible promissory notes
|
9,400
|
15,765
|
-
|
|||||||||
Proceeds from related party debt
|
12,800
|
-
|
-
|
|||||||||
Repayments of related party debt
|
(6,900
|
)
|
-
|
-
|
||||||||
Repayments of convertible promissory notes
|
-
|
(200
|
)
|
-
|
||||||||
Restricted cash retained
|
-
|
(50
|
)
|
-
|
||||||||
Net cash provided by financing activities
|
37,906
|
29,335
|
3,204
|
|||||||||
Net increase / (decrease) in cash and cash equivalents
|
6,731
|
(500
|
)
|
(189
|
)
|
|||||||
Cash and cash equivalents at beginning of period
|
2,078
|
2,578
|
2,767
|
|||||||||
Cash and cash equivalents at end of period
|
8,809
|
2,078
|
2,578
|
|||||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
Cash paid for interest
|
1,176
|
222
|
-
|
The Company
:
|
||
SEANERGY MARITIME HOLDINGS CORP.
|
||
By:
|
/s/ Dale Ploughman
|
|
Name: Dale Ploughman
|
||
Title: Chief Executive Officer
|
INVESTORS
:
|
||
UNITED CAPITAL INVESTMENTS CORP.
|
||
By:
|
/s/ Viktor Restis
|
|
Name: Viktor Restis
|
||
Title: President
|
||
ATRION SHIPHOLDING S.A.
|
||
By:
|
/s/ Bella Restis
|
|
Name: Bella Restis
|
||
Title: President
|
||
PLAZA SHIPHOLDING CORP.
|
||
By:
|
/s/ Ketty Restis
|
|
Name: Ketty Restis
|
||
Title: President
|
||
COMET SHIPHOLDING, INC.
|
||
By:
|
/s/ Claudia Restis
|
|
Name: Claudia Restis
|
||
Title: President
|
||
· |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
· |
one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
· |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
· |
an exchange distribution in accordance with the rules of the applicable exchange;
|
· |
public or privately negotiated transactions;
|
· |
on the New York Stock Exchange, American Stock Exchange or NASDAQ Global Market (or through the facilities of any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association, on which the shares are then listed, admitted to unlisted trading privileges or included for quotation);
|
· |
through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;
|
· |
to cover short sales;
|
· |
a combination of any such methods of sale; and
|
· |
any other method permitted pursuant to applicable law.
|
· |
enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;
|
· |
sell the shares short and redeliver the shares to close out such short positions;
|
· |
enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and
|
· |
pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.
|
Name of Company
|
Address
|
Jurisdiction of Incorporation
|
||
United Capital Investments Corp.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
Republic of Liberia
|
||
Atrion Shipholding S.A.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
The Republic of the Marshall Islands
|
||
Plaza Shipholding Corp.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
The Republic of the Marshall Islands
|
||
Comet Shipholding Inc.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
The Republic of the Marshall Islands
|
THE COMPANY
:
|
|||
SEANERGY MARITIME HOLDINGS CORP.
|
|||
By:
|
/s/ Dale Ploughman
|
||
Name: Dale Ploughman
|
|||
Title: Chief Executive Officer
|
INVESTORS
:
|
|||
UNITED CAPITAL INVESTMENTS CORP.
|
|||
By:
|
/s/ Viktor Restis
|
||
Name: Viktor Restis
|
|||
Title: President
|
|||
ATRION SHIPHOLDING S.A.
|
|||
By:
|
/s/ Bella Restis
|
||
Name: Bella Restis
|
|||
Title: President
|
|||
PLAZA SHIPHOLDING CORP.
|
|||
By:
|
/s/ Ketty Restis
|
||
Name: Ketty Restis
|
|||
Title: President
|
|||
COMET SHIPHOLDING, INC.
|
|||
By:
|
/s/ Claudia Restis
|
||
Name: Claudia Restis
|
|||
Title: President
|
|||
· |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
· |
one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
· |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
· |
an exchange distribution in accordance with the rules of the applicable exchange;
|
· |
public or privately negotiated transactions;
|
· |
on the New York Stock Exchange, American Stock Exchange or NASDAQ Global Market (or through the facilities of any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association, on which the shares are then listed, admitted to unlisted trading privileges or included for quotation);
|
· |
through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;
|
· |
to cover short sales;
|
· |
a combination of any such methods of sale; and
|
· |
any other method permitted pursuant to applicable law.
|
· |
enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;
|
· |
sell the shares short and redeliver the shares to close out such short positions;
|
· |
enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and
|
· |
pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.
|
Name of Company
|
Address
|
Jurisdiction of Incorporation
|
||
United Capital Investments Corp.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
Republic of Liberia
|
||
Atrion Shipholding S.A.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
The Republic of the Marshall Islands
|
||
Plaza Shipholding Corp.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
The Republic of the Marshall Islands
|
||
Comet Shipholding Inc.
|
11 Poseidonos Avenue
16777 Elliniko Athens, Greece |
The Republic of the Marshall Islands
|
1.1 |
Purpose
|
1.2 |
Administration
|
1.3 |
Persons Eligible for Awards
|
1.4 |
Types of Awards
|
1.5 |
Shares Available for Awards; Adjustments for Changes in Capitalization
|
1.6 |
Definitions of Certain Terms
|
2.1 |
Agreements Evidencing Awards
|
2.2 |
Grant of Stock Options and Stock Appreciation Rights
|
2.3 |
Exercise of Options and Stock Appreciation Rights
|
2.4 |
Termination of Employment; Death Subsequent to a Termination of Employment
|
2.5 |
Transferability of Options and Stock Appreciation Rights
|
2.6 |
Grant of Restricted Stock
|
2.7 |
Grant of Restricted Stock Units
|
2.8 |
Grant of Unrestricted Stock
|
3.1 |
Amendment of the Plan; Modification of Awards
|
3.2 |
Consent Requirement
|
3.3 |
Nonassignability
|
3.4 |
Taxes
|
3.5 |
Change in Control
|
3.6 |
Operation and Conduct of Business
|
3.7 |
No Rights to Awards
|
3.8 |
Right of Discharge Reserved
|
3.9 |
Non-Uniform Determinations
|
3.10 |
Other Payments or Awards
|
3.11 |
Headings
|
3.12 |
Effective Date and Term of Plan
|
3.13 |
Restriction on Issuance of Stock Pursuant to Awards
|
3.14 |
Requirement of Notification of Election Under Section 83(b) of the Code or Upon Disqualifying Disposition Under Section 421(b) of the Code
|
3.15 |
Severability
|
3.16 |
Sections 409A and 457A
|
3.17 |
Forfeiture; Clawback
|
3.18 |
No Trust or Fund Created
|
3.19 |
No Fractional Shares
|
3.20 |
Governing Law
|
To:
|
Sea Glorius Shipping Co.
of Trust Company Complex, Ajeltake Road
Ajeltake Island, Majuro
MH96960, the Marshall Islands
Sea Genius Shipping Co.
of Trust Company Complex, Ajeltake Road
Ajeltake Island, Majuro
MH96960, the Marshall Islands
(as borrower)
Seanergy Maritime Holdings Corp.
of Trust Company Complex, Ajeltake Road
Ajeltake Island, Majuro
MH96960, the Marshall Islands
|
From:
|
HSH NORDBANK AG
acting in its capacity as Lender, Agent, Mandated Lead Arranger and Security Trustee
Gerhart-Hauptmann-Platz 50
D-20095 Hamburg
Germany
|
1 |
We hereby confirm our approval, consent and acceptance of the Request above as follows:
|
(a) |
by deleting all references in clause 15.1 of the Loan Agreement to the date "30 September 2017" and replacing them with "30 April 2018".
|
(b) |
by deleting all references in clause 11.15 of the Guarantee to the date "31 December 2017" and replacing them with "30 June 2018".
|
(c) |
by construing throughout all references in the Loan Agreement to "this Agreement" and all references in the Finance Documents (other than the Loan Agreement) to the "Loan Agreement" as references to the Loan Agreement as amended and supplemented by this Letter.
|
(d) |
by construing throughout all references in the Guarantee to "this Guarantee" and all references in the Finance Documents (other than the Guarantee) to the "Guarantee" as references to the Guarantee as amended and supplemented by this Letter.
|
2 |
Governing law
|
3 |
Process Agent
|
/s / K ONSTANTIN W EIPPERT /s/ S TEFANIE B ERGER |
/s/S TAMATIOS T SANTANIS | ||
STAMATIOS TSANTANIS
for and on behalf of
Sea Glorius Shipping Co.
Date: 23 February 2017
|
||
/s/S TAMATIOS T SANTANIS | ||
STAMATIOS TSANTANIS
for and on behalf of
Sea Genius Shipping Co.
Date: 23 February 2017
|
||
/s/S TAMATIOS T SANTANIS | ||
STAMATIOS TSANTANIS
for and on behalf of
Seanergy Maritime Holdings Corp.
Date: 23 February 2017
|
||
To:
|
PREMIER MARINE CO.
GLADIATOR SHIPPING CO.
GUARDIAN SHIPPING CO.
SEANERGY MARITIME HOLDINGS CORP.
each of Trust Company Complex, Ajeltake Road
Ajeltake Island, Majuro
MH96960, the Marshall Islands
|
From:
|
UniCredit Bank AG
as Lender
7 Heraklitou Street
10673 Athens
Greece
Fax: +30 210 3640063
Attention: the Managers
|
1.1 |
We hereby confirm our approval, consent and acceptance of the following:
|
(a) |
To delete all references in clause 21.2 of the Facility Agreement to the date "1
st
July 2017" and replacing them with "1
st
May 2018".
|
(b) |
To delay, from 30 June 2017 to 1 May 2018, the application of the security cover provisions in clause 25.1 (
Minimum required security cover
) of the Facility Agreement by deleting paragraphs (a) and (b) of clause 25.1 of the Facility Agreement in its entirety and replacing them with the following new paragraph:
|
1.2 |
the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and supplemented by this Agreement; and
|
1.3 |
by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Agreement.
|
2 |
Governing law
|
3 |
Process Agent
|
/s/K ONSTANTINOS K OURSARIS | /s/M ARTIN B ORCHERT | |
KONSTANTINOS KOURSARIS
|
MARTIN BORCHERT
|
|
for and on behalf of
UniCredit Bank AG
as Lender
|
for and on behalf of
UniCredit Bank AG
as Lender
|
/s/C HRISTOS S IGALAS | ||
CHRISTOS SIGALAS
for and on behalf of
PREMIER MARINE CO.
Date: 7 March 2017
|
||
/s/C HRISTOS S IGALAS | ||
CHRISTOS SIGALAS
for and on behalf of
GLADIATOR SHIPPING CO.
Date: 7 March 2017
|
||
/s/C HRISTOS S IGALAS | ||
CHRISTOS SIGALAS
for and on behalf of
GUARDIAN SHIPPING CO.
|
||
Date: 7 March 2017 | ||
/s/S TAMATIOS T SANTANIS | ||
STAMATIOS TSANTANIS
for and on behalf of
SEANERGY MARITIME HOLDINGS CORP.
Date: 7 March 2017
|
||
Clause
|
Page
|
1
|
Definitions
|
2
|
2
|
Representations and Warranties
|
2
|
3
|
Agreement of the Lender
|
3
|
4
|
Conditions
|
4
|
5
|
Variations to Facility Agreement and Security Documents
|
5
|
6
|
Expenses
|
6
|
7
|
Communications
|
7
|
8
|
Supplemental
|
7
|
9
|
Law and Jurisdiction
|
7
|
Schedule 1 Effective Date Certificate
|
8
|
|
Execution Pages
|
9
|
(1) |
NATIXIS
, a "
société anonyme
", located at 30, Avenue Pierre Mendès-France, F-75013 Paris, France with a share capital of 5,019,319,328, registered in Paris, France under number 542044524 as lender (the "
Lender
");
|
(2) |
SEANERGY MARITIME HOLDINGS CORP.
, a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, the Marshall Islands as guarantor (the "
Guarantor
"); and
|
(3) |
CHAMPION OCEAN NAVIGATION CO.
, a corporation incorporated in the Republic of Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia as borrower (the "
Borrower
").
|
(A) |
By a facility agreement dated 2 December 2015 (the "
Facility Agreement
")
and made between (i) the Borrower as borrower, (ii) the Guarantor as guarantor and (iii) the Lender as lender, the Lender agreed to make available to the Borrower a loan facility of (originally) up to $39,412,000 (the "
Loan
")
for the purpose of partially financing the acquisition cost of the motor vessel "CHAMPIONSHIP".
|
(B) |
The outstanding principal amount of the Loan as at the date hereof is $39,412,000.
|
(C) |
The Borrower and the Guarantor have requested that the Lender agrees to (a) certain terms in a separate settlement agreement entered or to be entered by and between (inter alios) (i) the Borrower as borrower, (ii) the Guarantor as guarantor and (iii) the Lender as lender and (b) the waiver of the application:
|
(i) |
of the security cover requirement set out in clause 23.1 (
Minimum required security cover
)of the Facility Agreement during the period commencing on 1 February 2017 and ending on the Termination Date (hereinafter defined);
|
(ii) |
of the Financial Covenant requirements set out in clause 18.1 of the Facility Agreement during the period commencing on the Deferred Testing Date and ending on the Termination Date; and
|
(iii) |
of the Borrower's Minimum Liquidity requirements set out in clause 18.3 of the Facility Agreement during the period commencing on 1 January 2018 and ending on the Termination Date,
|
(D) |
This Supplemental Agreement sets out the terms and conditions on which the Lender agrees to:
|
(i) |
the Request; and
|
(ii) |
the consequential amendments to the Facility Agreement and the other Security Documents.
|
1 |
DEFINITIONS
|
1.1 |
Defined Expressions
|
1.2 |
Definitions
|
1.3 |
Application of construction and interpretation provisions of Facility Agreement.
Clauses 1.2 to 1.5 inclusive of the Facility Agreement apply, with any necessary modifications, to this Supplemental Agreement.
|
2 |
REPRESENTATIONS AND WARRANTIES
|
2.1 |
Repetition of Facility Agreement representations and warranties
|
2.2 |
Further representations and warranties
|
(a) |
they are duly incorporated and validly existing and in good standing under the laws of the Republic of Liberia and the Republic of the Marshall Islands respectively and have full power to enter into and perform their obligations under the Additional Documents to which they
|
(b) |
they do not have an established place of business in the United Kingdom or in the United States of America and, in the case of the Borrower, its head office functions are carried out at c/o 16 Grigoriou Lambraki, 16674 Glyfada, Athens, Greece and, in the case of the Guarantor, it is a US-listed company;
|
(c) |
all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of the Additional Documents to which they are a party and all other documents to be executed in connection with the amendments to the Facility Agreement and the other Security Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Security Documents and while all or any part of the Facility remains outstanding;
|
(d) |
they have taken all necessary corporate and other action to authorise the execution, delivery and performance of their obligations under the Additional Documents to which they are a party and such other documents to which they are party and such documents do or will upon execution thereof constitute their valid and binding obligations enforceable in accordance with their respective terms;
|
(e) |
the execution, delivery and performance of the Additional Documents to which they are a party and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Security Documents and while all or any part of the Facility remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and the Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Security Documents) on any of such property or assets; and
|
(f) |
they have fully disclosed in writing to the Lender all facts which they know or which they should reasonably know and which are material for disclosure to the Lender in the context of the Additional Documents and all information furnished by the Borrower and the Guarantor on their behalf relating to their business and affairs in connection with the Additional Documents was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.
|
3 |
AGREEMENT OF THE LENDER
|
3.1 |
Agreement of the Lender
|
(a) |
the Request; and
|
(b) |
the amendments/variations to the Facility Agreement and the other Security Documents referred to in Clause 5.
|
3.2 |
Effect of Lender's Agreement
|
4 |
CONDITIONS
|
4.1 |
Conditions precedent
|
(a) |
an original certificate by an officer of each Transaction Obligor (other than any third party Approved Manager) specifying their respective directors and officers and certifying that the constitutional documents previously received by the Lender remain true and have not been amended, modified or revoked and are in full force and effect as of the date of this Supplemental Agreement;
|
(b) |
an original certificate evidencing that each Transaction Obligor (other than any third party Approved Manager) remains in good standing in their relevant jurisdiction of incorporation;
|
(c) |
true and complete copies of the resolutions passed at separate meetings of the Board of Directors of each Transaction Obligor (other than any third party Approved Manager) approving the execution of this Supplemental Agreement and, in case of the Borrower, the Mortgage Addendum and authorising their directors or other representatives to execute the same on their behalf;
|
(d) |
true and complete copies of a resolution signed by the shareholder(s) of each Transaction Obligor (other than any third party Approved Manager or the Guarantor) as the holder(s) of the issued shares in that Transaction Obligor, approving the execution of this Supplemental Agreement and, in case of the Borrower, the Mortgage Addendum and authorising their directors or other representatives to execute the same on their behalf;
|
(e) |
an original power of attorney of any Transaction Obligor (other than any third party Approved Manager) authorising a specified person or persons to execute this Supplemental Agreement and, in case of the Borrower, the Mortgage Addendum;
|
(f) |
an original of this Supplemental Agreement duly executed by the parties hereto and counter-signed by the Approved Commercial Manager and the Approved Technical Manager;
|
(g) |
an original of the Mortgage Addendum duly executed by the Borrower;
|
(h) |
documentary evidence that the Mortgage Addendum has been duly recorded against m.v. "CHAMPIONSHIP" as a valid addendum to the Mortgage according to the laws of the Republic of Liberia;
|
(i) |
evidence satisfactory to the Lender that any and all costs and expenses due and payable pursuant to clauses 13
(Other Indemnities)
and 14
(Costs and Expenses
) of the Facility Agreement (as amended and supplemented by this Supplemental Agreement) have been paid in full;
|
(j) |
certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Supplemental Agreement and the Mortgage Addendum (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lender deems appropriate; and
|
(k) |
evidence that the agent referred to in clause 42.2 of the Facility Agreement (as amended and supplemented by this Supplemental Agreement) has accepted its appointment as agent for service of process under this Supplemental Agreement.
|
4.2 |
Waiver of conditions precedent
|
5 |
VARIATIONS TO FACILITY AGREEMENT AND SECURITY DOCUMENTS
|
5.1 |
Specific amendments to Facility Agreement
|
(a) |
by deleting the definitions "
Deferred Repayment Date
" and "
Deferred Testing Date
" in clause 1.1 thereof in its entirety;
|
(b) |
by deleting the reference to "26 February 2021" in the definition of "
Termination Date
" in clause 1.1 thereof and replacing it with "2 May 2018";
|
(c) |
by deleting clause 6.1 thereof in its entirety and replacing it with the following new clause:
|
(d) |
by deleting clause 16.33 thereof in its entirety and replacing with the following new clause:
|
(e) |
by deleting the words "following the Deferred Testing Date" in paragraph (a) of clause 17.3 thereof;
|
(f) |
by deleting the words "commencing on the Deferred Testing Date and at all other times during the Security Period" in clause 18.1 thereof and replacing them with "Except for the duration of the period commencing on the date of this Agreement and ending on the Termination Date";
|
(g) |
by deleting clause 18.2 thereof in its entirety and replacing it with the following new clause;
|
(h) |
by deleting the words "during the period commencing on 1 January 2018" in clause 18.3 thereof and replacing them with "Except for the duration of the period commencing on the date of this Agreement and ending on the Termination Date";
|
(i) |
by deleting the words "the Deferred Repayment Date" in the second and third line of paragraph (b) of clause 19.25 thereof and replacing them with "28 April 2017";
|
(j) |
by deleting the words "Commencing on 1 February 2017" in clause 23.1 thereof and replacing them with "Except for the duration of the period commencing on the date of this Agreement and ending on the Termination Date";
|
(k) |
by construing all references therein to "this Agreement" where the context admits as being references to "this Agreement as the same is amended and supplemented by this Supplemental Agreement and as the same may from time to time be further supplemented and/or amended"; and
|
(l) |
by construing references to each of the Security Documents as being references to each such document as it is from time to time supplemented and/or amended.
|
5.2 |
Amendments to Security Documents
|
(a) |
the definition of, and references throughout each of the Security Documents to, the Facility Agreement and any of the other Security Documents shall be construed as if the same referred to the Facility Agreement and those Security Documents as amended and supplemented by this Supplemental Agreement;
|
(b) |
the definition of, and references throughout each of the Security Documents to, the Mortgage shall be construed as if the same referred to the Mortgage as amended and supplemented by the Mortgage Addendum; and
|
(c) |
by construing references throughout each of the Security Documents to "this Agreement", "this Deed", "hereunder and other like expressions as if the same referred to such Security Documents as amended and supplemented by this Supplemental Agreement.
|
5.3 |
Security Documents to remain in full force and effect
|
(a) |
the amendments to the Security Documents contained or referred to in Clause 5.1 (
Specific amendments to Facility Agreement
) and Clause 5.2 (
Amendments to Security Documents
) and the Mortgage Addendum; and
|
(b) |
such further or consequential modifications as may be necessary to make the same consistent with, and to give full effect, to the terms of this Supplemental Agreement.
|
6 |
EXPENSES
|
6.1 |
The provisions of clause 14
(Costs and Expenses)
of the Facility Agreement shall apply to this Supplemental Agreement as if they were expressly incorporated in this Supplemental Agreement with any necessary amendments.
|
7 |
COMMUNICATIONS
|
7.1 |
General
|
8 |
SUPPLEMENTAL
|
8.1 |
Counterparts
|
8.2 |
Third Party rights
|
9 |
LAW AND JURISDICTION
|
9.1 |
Governing law
|
9.2 |
Incorporation of the Facility Agreement provisions
|
To:
|
CHAMPION OCEAN NAVIGATION CO.
as borrower
SEANERGY MARITIME HOLDINGS CORP.
as guarantor
c/o 16 Grigoriou Lambraki
16674 Glyfada, Athens
Greece
|
LENDER
|
||
EXECUTED AS A DEED
by
|
)
|
|
ANDREAS GIAKOUMELOS
|
)
/s/A
NDREAS
G
IAKOUMELOS
|
|
for and on behalf of
|
)
|
|
NATIXIS
|
)
|
|
in the presence of:
|
)
|
|
Beren Shorman
|
||
Trainee Solicitor
|
||
GUARANTOR
|
||
EXECUTED AS A DEED
by
|
)
|
|
THEODORA MITROPETROU
|
)
/s/T
HEODORA
M
ITROPETROU
|
|
for and on behalf of
|
)
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
)
|
|
in the presence of:
|
)
|
|
MARIA MOSCHOPOULOU
|
/s/M ARIA M OSCHOPOULOU | |
BORROWER
|
||
EXECUTED AS A DEED
by
|
)
|
|
THEODORA MITROPETROU
|
)
/s/T
HEODORA
M
ITROPETROU
|
|
for and on behalf of
|
)
|
|
CHAMPION OCEAN NAVIGATION CO.
|
)
|
|
in the presence of:
|
)
|
|
/s/M ARIA M OSCHOPOULOU | ||
MARIA MOSCHOPOULOU
|
||
/s/N IKOLAOS F RANTZESKAKIS | ||
NIKOLAOS FRANTZESKAKIS
for and on behalf of:
Fidelity Marine Inc.
(as commercial manager)
|
||
/s/C HRISTOS I OANNIDES - D IRECTOR | ||
CHRISTOS IOANNIDES - DIRECTOR
for and on behalf of:
V. Ships Limited
(as technical manager)
|
||
7 March 2017
|
Clause
|
Page | |
1
|
Definitions and Interpretation
|
1
|
2
|
Conditions Precedent
|
3
|
3
|
Settlement Terms
|
4
|
4
|
Release
|
5
|
5
|
Representations and Warranties
|
5
|
6
|
Confidentiality
|
6
|
7
|
Miscellaneous
|
6
|
8
|
Events of Default
|
7
|
9
|
Reservation of rights
|
7
|
10
|
Notices
|
7
|
11
|
Expenses
|
7
|
12
|
Entire Agreement
|
8
|
13
|
Variations and Waivers
|
8
|
14
|
Third Party Rights
|
8
|
15
|
Counterparts
|
8
|
16
|
Law and Jurisdiction
|
8
|
Execution Pages
|
9
|
(1) |
NATIXIS
, a "
société anonyme
", located at 30, Avenue Pierre Mendès-France, F-75013 Paris, France with a share capital of 5,019,319,328, registered in Paris, France under number 542044524 as lender (the "
Lender
");
|
(2) |
SEANERGY MARITIME HOLDINGS CORP.
, a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, the Marshall Islands as guarantor (the "
Guarantor
"); and
|
(3) |
CHAMPION OCEAN NAVIGATION CO.
, a corporation incorporated in the Republic of Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia as borrower (the "
Borrower
").
|
(A) |
By a facility agreement dated 2 December 2015 as amended and supplemented by a supplemental agreement dated 7 March 2017 (together, the "
Facility Agreement
")
and made between (i) the Borrower as borrower, (i) the Guarantor as guarantor and (iii) the Lender as lender, the Lender agreed to make available to the Borrower a loan facility of (originally) up to $39,412,000 (the "
Loan
")
for the purpose of partially financing the acquisition cost of the motor vessel "CHAMPIONSHIP".
|
(B) |
The outstanding principal amount of the Loan as at the date hereof is $39,412,000.
|
(C) |
The Borrower and the Guarantor have made a request to the Lender to:
|
(i) |
prepay a reduced amount of the Loan in the manner set out in Clause 3 below in full and final settlement of the Borrower's obligations under the Facility Agreement and the Security Documents to which it is a party;
|
(ii) |
waive the application of the security cover requirement set out in clause 23.1 (
Minimum required security cover
) of the Facility Agreement during the period commencing on 1 February 2017 and ending on the Termination Date (hereinafter defined);
|
(iii) |
waive the application of the Financial Covenant requirements set out in clause 18.1 of the Facility Agreement during the period commencing on 1 January 2018 and ending on the Termination Date; and
|
(iv) |
waive the application of the Borrower's Minimum Liquidity requirements set out in clause 18.3 of the Facility Agreement during the period commencing on 1 January 2018 and ending on the Termination Date,
|
(D) |
The Lender agrees to the Request solely on the terms of this Deed.
|
1 |
DEFINITIONS AND INTERPRETATION
|
1.1 |
The words and expressions used in this Deed (including the Background where appropriate) shall have the meanings set forth below:
|
(a) |
any breach of the last paragraph of Clause 3.1 or Clause 3.2 of this Deed; or
|
(b) |
any breach by the Borrower of clauses 25.2 (
Non-Payment
), 25.7 (
Insolvency
), 25.8 (
Insolvency Proceedings
), 25.10 (
Ownership of the Obligors
), 25.12 (
Security imperilled
), 25.13 (
Cessation of business
), 25.14 (
Expropriation
) and 25.15 (
Repudiation and rescission of agreements
) of the Facility Agreement; or
|
(c) |
any Total Loss (other than an arrest of the Ship) or any arrest of the Ship unless it is within 30 days redelivered to the full control of the Borrower.
|
1.2 |
In this Deed unless otherwise provided or the subject or context otherwise requires:
|
(a) |
all words and expressions shall have the same meaning as those defined in the Facility Agreement;
|
(b) |
words denoting the singular include the plural and vice versa, and words denoting the whole include a reference to any part thereof;
|
(c) |
clause and paragraph headings are inserted for ease of reference only and shall not affect the interpretation of this Deed;
|
(d) |
references to Recitals, Clauses, Paragraphs, Sub-Paragraphs and Schedules are to the recitals, clauses, paragraphs, sub-paragraphs and schedules of this Deed;
|
(e) |
references to "
this Deed
" mean this deed together with its Recitals and Schedules;
|
(f) |
references to this Deed or any document or agreement includes references to such document or agreement as validly amended, novated, supplemented, varied or replaced from time to time; and
|
(g) |
the words "
including
", "
include
" and "
in particular
" shall be construed as being by way of illustration only and shall not be construed as limiting the generality of any proceedings words.
|
1.3 |
Clauses 1.2 and 1.4 of the Facility Agreement shall apply, with any necessary modifications, to this Deed.
|
2 |
CONDITIONS PRECEDENT
|
2.1 |
General
|
2.2 |
Conditions precedent
|
(a) |
an original certificate by an officer of each Transaction Obligor (other than any third party Approved Manager) specifying their respective directors and officers and certifying that the constitutional documents previously received by the Lender remain true and have not been amended, modified or revoked and are in full force and effect as of the date of this Deed;
|
(b) |
an original certificate evidencing that each Transaction Obligor (other than any third party Approved Manager) remains in good standing in their relevant jurisdiction of incorporation;
|
(c) |
true and complete copies of the resolutions passed at separate meetings of the Board of Directors of each Transaction Obligor (other than any third party Approved Manager) approving the terms of, and the transactions contemplated by, any Additional Documents to which it is a party;
|
(d) |
true and complete copies of a resolution signed by the shareholder(s) of each Transaction Obligor (other than any third party Approved Manager or the Guarantor) as the holder(s) of the issued shares in that Transaction Obligor, approving the terms of, and the transactions contemplated by, the Additional Documents to which that Transaction Obligor is a party;
|
(e) |
an original power of attorney of any Transaction Obligor (other than any third party Approved Manager) authorising a specified person or persons to execute the Additional Documents to which that Transaction Obligor is a party;
|
(f) |
an original of each Additional Document duly executed by the parties to it together with all conditions precedent required pursuant to the terms and conditions of the Supplemental Agreement;
|
(g) |
evidence that the agent referred to in clause 42.2 of the Facility Agreement has accepted its appointment as agent for service of process under this Deed;
|
(h) |
a legal opinion of the legal advisers to the Lender in the relevant jurisdiction of each Transaction Obligor (other than any third party Approved Manager), substantially in the form obtained by the Lender before signing this Deed; and
|
(i) |
evidence satisfactory to the Lender that any and all costs and expenses due and payable pursuant to clauses 13
(Other Indemnities)
and 14
(Costs and Expenses
) of the Facility Agreement have been paid in full.
|
3 |
SETTLEMENT TERMS
|
3.1 |
Subject to Clause 2.1, the Lender agrees that
Provided that
the relevant Settlement Amount is repaid by the Borrower to the Lender:
|
(a) |
from the date of this Deed until 28 April 2017 (inclusive), it shall accept the First Settlement Amount;
|
(b) |
from 29 April 2017 until 30 June 2017 (inclusive), it shall accept the Second Settlement Amount; and
|
(c) |
from 1 July 2017 until 29 September 2017 (inclusive), it shall accept the Third Settlement Amount,
|
3.2 |
The Borrower shall repay to the Lender:
|
(a) |
in the event that no repayment of the First Settlement Amount is made pursuant to paragraph (a) of Clause 3.1 above within the requisite time frame, an amount of $2,000,000 on 28 April 2017 (or such later date as the Lender may agree in its absolute discretion);
|
(b) |
in the event that no repayment of the Second Settlement Amount is made pursuant to paragraph (b) of Clause 3.1 above within the requisite time frame, an amount of $2,000,000 on 30 June 2017 (or such later date as the Lender may agree in its absolute discretion); and
|
(c) |
in the event that no repayment of the Third Settlement Amount is made pursuant to paragraph (c) of Clause 3.1 above within the requisite time frame, an amount of $3,000,000 on 29 September 2017 (or such later date as the Lender may agree in its absolute discretion).
|
4 |
RELEASE
|
4.1 |
Transaction Obligors' release
|
(a) |
the Lender shall release the Borrower and all other Transaction Obligors from all their respective obligations (other than any indemnities which are intended to survive thereunder) under the Facility Agreement and the Security Documents; and
|
(b) |
the Lender shall execute and deliver to the Borrower the Deed of Release for the release of such obligations set out in paragraph (a) above and for the discharge, release and reassignment of all Securities over the Ship; and
|
(c) |
the Lender shall execute and register with the Liberian ship registry a discharge of the Mortgage in respect of the Ship.
|
4.2 |
Lender's release
|
(a) |
releases and discharges the Lender and all Relevant Third Parties from any Claims existing on or before the date of this Deed; and
|
(b) |
subject to paragraph (d) below, agrees not to assert, bring or continue any Proceeding against the Lender or any Relevant Third Party which arise out of, or are in any way connected with the Claims.
|
(c) |
Each Transaction Obligor warrants and represents that none of its respective Claims has been assigned, encumbered, sold, transferred (in whole or part) or otherwise disposed of its interest in any Claim to any third party in any way; and
|
(d) |
For the avoidance of doubt, the terms of this Clause 4.2 shall not prevent any Party from bringing a claim against another Party to enforce this Deed.
|
5 |
REPRESENTATIONS AND WARRANTIES
|
5.1 |
Each of the Borrower and the Guarantor hereby represents and warrants to the Lender as follows:
|
(a) |
it is duly incorporated and validly existing and in good standing under the laws of the Liberia and the Marshall Islands respectively;
|
(b) |
it has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it to execute and deliver the Additional Documents to which it is a party and perform its obligations hereunder;
|
(c) |
this Deed constitutes the legal, valid and binding obligation of the Borrower and the Guarantor enforceable against the Borrower and the Guarantor respectively in accordance with its terms, subject to any relevant insolvency laws affecting creditors' rights generally;
|
(d) |
the execution of this Deed and its compliance with the terms hereof will not involve or lead to a contravention of:
|
(i) |
any applicable law or regulation;
|
(ii) |
the constitutional documents of the Borrower and the Guarantor; or
|
(iii) |
any contractual or other obligation or restriction which is binding on the Borrower and the Guarantor.
|
5.2 |
Each of the Borrower and the Guarantor hereby confirms that:
|
(a) |
each of the Facility Agreement and Security Documents remain in full force and effect save for any changes agreed hereunder or pursuant to the terms and conditions of the Supplemental Agreement;
|
(b) |
it remains liable to comply with the Facility Agreement and Security Documents; and
|
(c) |
the Lender shall continue to enjoy the benefit of all of its rights and remedies whatsoever and howsoever arising under the Facility Agreement and Security Document.
|
6 |
CONFIDENTIALITY
|
6.1 |
Save as may be necessary to enforce the terms of this Deed, the Parties shall keep the existence of this Deed and its terms confidential, subject to disclosure to third parties being permitted in the following circumstances:
|
(a) |
to the Parties' respective auditors, legal and financial advisors and consultants;
|
(b) |
to the extent required by law or other binding rules or regulations, including, without limitation, in respect of the Guarantor, any securities exchange regulations or securities laws applicable to the Guarantor (together, the "
SEC Regulations
")
Provided that
any disclosure required to be made under any such SEC Regulation(s) shall be limited solely to the terms required to be disclosed thereunder; or
|
(c) |
with the prior written consent of the other Party.
|
6.2 |
A third party to whom disclosure is made in accordance with this Clause 6.2 shall be made aware of these confidentiality provisions and the party making disclosure shall ensure that the third party to whom disclosure is given shall be subject to confidentiality provisions in identical terms.
|
7 |
MISCELLANEOUS
|
7.1 |
As of the date of this Deed, each of the Borrower and the Guarantor acknowledges and hereby irrevocably and unconditionally confirms to the Lender that it has no claim whatsoever against the Lender in respect of, or arising out of, the Facility Agreement and the Security Documents.
|
7.2 |
If any discharge, release or arrangement (whether in respect of the obligations of the Borrower or the Guarantor or any Security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment made in accordance with this Deed which is avoided or must be restored in any insolvency, liquidation, administration or other insolvency process, then the liability of the Borrower and the Guarantor under the Facility Agreement and the Security Documents will continue or be reinstated as if the discharge, release or arrangement had not occurred.
|
7.3 |
No Party (other than, subject to Clause 7.4, the Lender) may assign or transfer any of its rights or transfer any of its rights or obligations under this Deed.
|
7.4 |
The Lender may assign any of its rights or transfer any of its rights or obligations under this Deed or the Facility Agreement to any person to whom the Lender assigns any of its rights or transfers any of its rights or obligations under the Facility Agreement.
|
7.5 |
If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction, will in any way be affected or impaired.
|
8 |
EVENTS OF DEFAULT
|
9 |
RESERVATION OF RIGHTS
|
(a) |
The Lender reserves all of its rights under the Facility Agreement and the other Security Documents in respect of any Event of Default or any other Potential Event of Default as may have occurred about which it does not yet know and/or may in the future occur including, but not limited to, its rights to take such steps to preserve or enforce its security as it deems fit without further notice.
|
(b) |
For the avoidance of doubt, the Borrower shall continue to remain liable in respect of all its obligations and liabilities under or in connection with the Facility Agreement until it is fully released pursuant to Clause 4.1 of this Deed.
|
(c) |
On the occurrence of any Termination Event, the Lender reserves its rights to revoke its agreement to the settlement terms set out in Clause 3.1 and to terminate the terms of this Deed.
|
10 |
NOTICES
|
11 |
EXPENSES
|
12 |
ENTIRE AGREEMENT
|
13 |
VARIATIONS AND WAIVERS
|
14 |
THIRD PARTY RIGHTS
|
15 |
COUNTERPARTS
|
16 |
LAW AND JURISDICTION
|
16.1 |
This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.
|
16.2 |
The Parties submit to the exclusive jurisdiction of the English courts for the purpose of any action arising out of or in connection with this Deed.
|
16.3 |
Each of the Borrower and the Guarantor hereby irrevocably appoints Messrs. E.J.C Album Solicitors, presently of Landmark House, 190 Willifield Way, London, NW11 GY1, England (Attention of Mr. Eduard Album Fax +44 (0) 20 8457 5558, e-mail:
ejca@mitgr.com
) as its agent for service of process in England & Wales in connection with this Deed.
|
EXECUTED AS A DEED
by
|
)
|
ANDREAS GIAKOUMELOS
|
)
/s/A
NDREAS
G
IAKOUMELOS
|
for and on behalf of
|
)
|
NATIXIS
|
)
|
in the presence of:
|
)
|
BEREN SHORMAN
|
/s/B EREN S HORMAN |
TRAINEE SOLICITOR
|
EXECUTED AS A DEED
by
|
)
|
THEODORA MITROPETROU
|
)
/s/T
HEODORA
M
ITROPETROU
|
for and on behalf of
|
)
|
SEANERGY MARITIME HOLDINGS CORP.
|
)
|
in the presence of:
|
)
|
MARIA MOSCHOPOULOU
|
/s/M ARIA M OSCHOPOULOU |
EXECUTED AS A DEED
by
|
)
|
THEODORA MITROPETROU
|
)
/s/T
HEODORA
M
ITROPETROU
|
for and on behalf of
|
)
|
CHAMPION OCEAN NAVIGATION CO.
|
)
|
in the presence of:
|
)
|
MARIA MOSCHOPOULOU
|
/s/M ARIA M OSCHOPOULOU |
Clause
|
Page
|
1
|
Purpose, Definitions and Interpretation
|
1
|
2
|
The Loan
|
9
|
3
|
Interest
|
10
|
4
|
Repayment
|
11
|
5
|
Prepayment
|
11
|
6
|
Representations and Warranties
|
11
|
7
|
Covenants and Undertakings of the Borrower
|
12
|
8
|
Insurance
|
13
|
9
|
Ship Covenants
|
17
|
10
|
Events of Default
|
21
|
11
|
Fees
|
22
|
12
|
Application of Receipts
|
22
|
13
|
Notices
|
23
|
14
|
Amendments and Waivers
|
24
|
15
|
Process Agent
|
24
|
16
|
Governing Law and Jurisdiction
|
24
|
17
|
Miscellaneous
|
24
|
Schedule 1 Form of Drawdown Notice
|
26
|
Schedule 2 Condition Precedent Documents
|
27
|
Part A
|
27
|
Part B
|
28
|
(1) |
JELCO DELTA HOLDING CORP.
, a corporation organised under the laws of the Republic of the Marshall Islands whose registered office is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (the "
Lender
")
|
(2) |
SEANERGY MARITIME HOLDINGS CORP.
, a corporation organised under the laws of the Republic of the Marshall Islands whose registered office is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (the "
Company
")
|
(A) |
Champion Ocean Navigation Co. of Liberia ("
Owner A
") is the registered owner of the motor vessel named "
CHAMPIONSHIP
" ("
Ship A"
), over which Owner A granted a mortgage as security for the obligations of Owner A under a loan agreement made between Owner A as borrower and NATIXIS as lender (the "
Original Lender
") dated 2 December 2015 (as amended and supplemented up to the date hereof, the "
Original Loan
").
|
(B) |
The Company entered into a Memorandum of Agreement dated 28 March 2017 (the "
MOA
") made between the Company for a company to be nominated as buyers (being Owner B, as hereinafter defined) and DA PACIFIC MARITIME S.A. as sellers (the "
Seller
") for the purchase by Owner B of the motor vessel currently named "DONG-A ARTEMIS" ("
Ship B
"), and the Company intends to nominate as buyer of Ship B Partner Shipping Co. of Marshall Islands ("
Owner B
").
|
(C) |
The Company intends to seek financing from one or more third party lenders in the aggregate principal amount of up to US$47,500,000 (the "
Loan
") comprised of (i) the amount of up to US$18,000,000 to partly re-finance the existing indebtedness of Owner A to the Original Lender under the Original Loan and (ii) the amount of up to US$29,500,000 to partly finance the contract price of Ship B to be acquired by Owner B.
|
(D) |
The Company is the registered, legal and beneficial owner of Owner A and Owner B.
|
(E) |
To the extent that the Company in unable to secure part or all of the Loan from third party lenders, the Lender, which as of the date hereof is the holder of 46.7% of the total issued share capital of the Company, is prepared to make available to the Company the Loan in accordance with the terms and conditions of this Loan Agreement.
|
1 |
PURPOSE, DEFINITIONS AND INTERPRETATION
|
1.1 |
Purpose
|
1.2 |
Definitions
|
(a) |
2 May 2018 (or such later date as the Lender may agree with the Borrower); and
|
(b) |
the date on which that Advance is fully borrowed, cancelled or terminated;
|
(i) |
cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Borrower; or
|
(ii) |
appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower; or
|
(iii) |
decide with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; and/or
|
(b) |
the holding beneficially of more than 50 per cent. of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).
|
(a) |
except to the extent that they fall within paragraph (b):
|
(i) |
all freight, hire and passage moneys;
|
(ii) |
compensation payable to that Owner or the Lender in the event of requisition of the Ship owned by it for hire;
|
(iii) |
remuneration for salvage and towage services;
|
(iv) |
demurrage and detention moneys;
|
(v) |
damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship; and
|
(vi) |
all moneys which are at any time payable under any Insurances in respect of loss of hire; and
|
(b) |
if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship;
|
(a) |
any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or
|
(b) |
any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,
|
(a) |
any release of Environmentally Sensitive Material from that Ship; or
|
(b) |
any incident in which Environmentally Sensitive Material is released from a vessel other than that Ship and which involves a collision between that Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which that Ship is actually liable to be arrested, attached, detained or injuncted and/or that Ship and/or the Owner of that Ship and/or any operator or manager of that Ship is at fault or otherwise liable to any legal or administrative action; or
|
(c) |
any other incident in which Environmentally Sensitive Material is released otherwise than from that Ship and in connection with which that Ship is actually liable to be arrested and/or where the Owner of that Ship and/or any operator or manager of that Ship is at fault otherwise liable to any legal or administrative action;
|
(a) |
the date falling fourteen (14) months from the final Drawdown Date; or
|
(b) |
if earlier, the date on which the Lender terminates or cancels this Loan Agreement in accordance with the provisions hereof;
|
(a) |
this Loan Agreement;
|
(b) |
the Guarantees;
|
(c) |
the General Assignments;
|
(d) |
the Mortgages;
|
(e) |
the Approved Manager's Undertakings; and
|
(f) |
any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower or an Owner (except from an Approved Manager outside of the Lender's group) or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lender under this Loan Agreement or any of the other documents referred to in this definition and, in the singular, means any of them;
|
(a) |
all policies and contracts of insurance and any reinsurance, policies or contracts, including entries of that Ship in any protection and indemnity or war risks association, effected in respect of that Ship, its Earnings or otherwise in relation to it whether before, on or after the date of this Loan Agreement; and
|
(b) |
all rights (including, without limitation, any and all rights or claims which the Owner of that Ship may have under or in connection with any cut-through clause relative to any reinsurance contract relating to the aforesaid policies or contracts of insurance) and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Loan Agreement;
|
(a) |
the business, operations, property, condition (financial or otherwise) or prospects of the Borrower; or
|
(b) |
the ability of any Owner to perform its obligations under any Finance Document; or
|
(c) |
the validity or enforceability of, or the effectiveness or ranking of any security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of the Finance Documents.
|
(a) |
Security Interests created by the Finance Documents;
|
(b) |
liens for unpaid master's and crew's wages in accordance with usual maritime practice;
|
(c) |
liens for salvage;
|
(d) |
liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to a Ship not prohibited by this Loan Agreement;
|
(e) |
liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Owner in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 9.13(g);
|
(f) |
any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses where an Owner is actively prosecuting or defending such proceedings or arbitration in good faith; and
|
(g) |
Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made;
|
(a) |
a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;
|
(b) |
the rights of a plaintiff under an action in rem in which the vessel concerned has been arrested or a writ has been issued or similar step taken; and
|
(c) |
any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;
|
(a) |
all amounts which have become due for payment by the Borrower under this Loan Agreement have been paid; and
|
(b) |
no amount is owing or has accrued (without yet having become due for payment) under this Loan Agreement;
|
(a) |
actual, constructive, compromised, agreed or arranged total loss of that Ship;
|
(b) |
any expropriation, confiscation, requisition or acquisition of that Ship, whether for full or part consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 2 months from the date of such occurrence redelivered to the full control of the Owner of that Ship;
|
(c) |
any condemnation of that Ship by any tribunal or by any person or person claiming to be a tribunal; and
|
(d) |
any arrest, capture, seizure, confiscation or detention of that Ship (including any hijacking or theft) unless it is within 2 months redelivered to the full control of the Owner of that Ship;
|
(a) |
in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;
|
(b) |
in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest of:
|
(i) |
the date on which a notice of abandonment is given to the insurers; and
|
(ii) |
the date of any compromise, arrangement or agreement made by or on behalf of the Owner of that Ship with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and
|
(c) |
in the case of any other type of total loss, on the date (or the most likely date) on which it reasonably appears to the Lender that the event constituting the total loss occurred; and
|
1.3 |
Construction of certain terms
|
2 |
THE LOAN
|
2.1 |
Commitment to Lend
|
2.2 |
Conditions Precedent to Lend
|
(a) |
the documents described in Part A of Schedule 2 on or prior to the date of the Agreement;
|
(b) |
a Drawdown Notice in the form set out in
Schedule 1
hereto not later than 11.00 a.m. (London time) two (2) business days prior to the relevant Drawdown Date, except as
the Lender may otherwise permit in writing;
|
(c) |
the Guarantee duly executed by Owner A on or prior to the Drawdown Date for Advance A and by Owner B on or prior to the Drawdown Date for Advance B;
|
(d) |
evidence in form and substance acceptable to the Lender in its sole discretion that the Company, prior to sending any Drawdown Notice in the form set out in
Schedule 1
to the Lender, used its best endeavours to secure the Loan from third party lenders;
|
(e) |
that both at the date of each Drawdown Notice and at the relevant Drawdown Date:
|
(i) |
no Event of Default which is continuing has occurred or would result from the borrowing of the relevant Advance;
|
(ii) |
the representations and warranties in Clause 6 and those of the Borrower or either Owner which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
|
(iii) |
there has been no Material Adverse Effect; and
|
(iv) |
there has been no Change in Control of the Borrower or either Owner;
|
(f) |
any further opinions, consents, agreements and documents in connection with the Finance Documents which the Lender may request by notice to the Borrower prior to the relevant Drawdown Date; and
|
(g) |
the Company will obtain a fairness opinion from an independent third party stating the conversion price that is fair to all the Company's shareholders and the Company will enter into an amendment to a convertible promissory note dated September 7, 2015, as amended, (the "
Note
") issued by the Company, as maker, to the Lender, as holder, amending the conversion price of the Note to the lower of (i) the conversion price as defined in the Note and (ii) the price determined by the fairness opinion.
|
3 |
INTEREST
|
3.1 |
Interest Periods
|
3.2 |
Beginning and end of Interest Periods
|
3.3 |
Non-Banking Days
|
3.4 |
Interest rate
|
3.5 |
Accrual and payment of interest
|
3.6 |
Default interest
|
4 |
REPAYMENT
|
5 |
PREPAYMENT
|
5.1 |
Voluntary prepayment
|
5.2 |
Final Repayment Date
|
5.3 |
Mandatory prepayment
|
(i) |
if a Ship is sold on or before the date on which the sale is completed by delivery of the Ship to the buyer; and
|
(ii) |
if a Ship becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.
|
5.4 |
Amounts payable on prepayment
|
5.5 |
No reborrowing
|
6 |
REPRESENTATIONS AND WARRANTIES
|
6.1 |
Organisation
|
6.2 |
Enforceability
|
6.3 |
No Conflict
|
7 |
COVENANTS AND UNDERTAKINGS OF THE BORROWER
|
7.1 |
The Borrower undertakes to keep the Lender informed at all times of the expected date of delivery and the notices of the each Seller to the Borrower and to provide the Lender forthwith upon receipt with copies of all such notices.
|
7.2 |
The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of either Owner from that carried on at the date of this Loan Agreement.
|
7.3 |
The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of either Owner from that carried on at the date of this Loan Agreement.
|
7.4 |
The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that neither Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets (including, without limitation, the MOA) whether by one transaction or a number of transactions, whether related or not.
|
7.5 |
The Borrower shall not and it shall procure that Owner B shall not, whether by a document, by conduct, by acquiescence or in any other way (except as the Lender may otherwise permit in writing):
|
(a) |
agree to a material change in any of the terms of the MOA;
|
(b) |
release, waive, suspend or subordinate or permit to be lost or impaired any interest or right forming part of or relating to the MOA;
|
(c) |
waive any person's breach of the MOA;
|
(d) |
rescind or terminate the MOA or treat itself as discharged or relieved from further performance of any of its obligations or liabilities under the MOA.
|
7.6 |
The Borrower undertakes that it shall procure that Owner B executes and, where applicable, registers on the Delivery Date of Ship B and that Owner A executes upon drawdown of the Advance A with respect to Ship A, the Mortgage and the General Assignment to which it is a party and that all conditions subsequent specified in Part B of Schedule 2 are satisfied.
|
8 |
INSURANCE
|
8.1 |
General
|
8.2 |
Maintenance of obligatory insurances
|
(a) |
fire and usual marine risks (including hull and machinery and excess risks);
|
(b) |
war risks;
|
(c) |
protection and indemnity risks; and
|
(d) |
any other risks against which the Lender considers, having regard to practices and other circumstances prevailing at the relevant time, it would, in the opinion of the Lender, be reasonable for that Owner to insure and which are specified by the Lender by notice to that Owner.
|
8.3 |
Terms of obligatory insurances
|
(a) |
in Dollars;
|
(b) |
in the case of fire and usual marine risks and war risks, on an agreed value basis in an amount at least the greater of (i) an amount which, when aggregated with the amount for which the other Mortgaged Ship is insured, equals 120 per cent. of the Loan and (ii) the Market Value of the Ship owned by it; and
|
(c) |
in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;
|
(d) |
in relation to protection and indemnity risks in respect of the full value and tonnage of the Ship owned by it;
|
(e) |
on approved terms; and
|
(f) |
through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.
|
8.4 |
Further protections for the Lender
|
(a) |
subject always to paragraph (b), name that Owner as the sole named assured unless the interest of every other named assured is limited:
|
(i) |
in respect of any obligatory insurances for hull and machinery and war risks;
|
(A) |
to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and
|
(B) |
to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and
|
(ii) |
in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it,
|
(b) |
whenever the Lender requires, name (or be amended to name) the Lender as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Lender but without the Lender thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
|
(c) |
name the Lender as sole loss payee with such directions for payment as the Lender may specify;
|
(d) |
provide that all payments by or on behalf of the insurers under the obligatory insurances to the Lender shall be made without set-off, counterclaim or deductions or condition whatsoever;
|
(e) |
provide that such obligatory insurances shall be primary without right of contribution from other insurances effected by the Lender; and
|
(f) |
provide that the Lender may make proof of loss if that Owner fails to do so.
|
8.5 |
Renewal of obligatory insurances
|
(a) |
at least 15 days before the expiry of any obligatory insurance effected by it:
|
(i) |
notify the Lender of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom that Owner proposes to renew that obligatory insurance and of the proposed terms of renewal; and
|
(ii) |
obtain the Lender's approval to the matters referred to in paragraph (i);
|
(b) |
at least 10 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender's approval pursuant to paragraph (a); and
|
(c) |
procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Lender in writing of the terms and conditions of the renewal.
|
8.6 |
Copies of policies; letters of undertaking
|
(a) |
they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 8.4;
|
(b) |
they will hold such policies, and the benefit of such insurances, to the order of the Lender in accordance with the said loss payable clause;
|
(c) |
they will advise the Lender immediately of any material change to the terms of the obligatory insurances;
|
(d) |
they will notify the Lender, not less than 10 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from that Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Lender of the terms of the instructions; and
|
(e) |
they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Owner under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested by the Lender.
|
8.7 |
Copies of certificates of entry; letters of undertaking
|
(a) |
a certified copy of the certificate of entry for that Ship;
|
(b) |
a letter or letters of undertaking in such form as may be required by the Lender;
|
(c) |
where required to be issued under the terms of insurance/indemnity provided by that Borrower's protection and indemnity association, a certified copy of each United States of America voyage quarterly declaration (or other similar document or documents) made by that Owner in relation to the Ship owned by it in accordance with the requirements of such protections and indemnity association; and
|
(d) |
a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.
|
8.8 |
Deposit of original policies
|
8.9 |
Payment of premiums
|
8.10 |
Guarantees
|
8.11 |
Compliance with terms of insurances
|
(a) |
each Owner shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in Clause 8.6(c)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its prior approval;
|
(b) |
no Owner shall make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;
|
(c) |
each Owner shall make (and promptly supply copies to the Lender) of all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which that Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
|
(d) |
no Owner shall employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
|
8.12 |
Alteration to terms of insurances
|
8.13 |
Settlement of claims
|
8.14 |
Provision of copies of communications
|
(a) |
the approved brokers;
|
(b) |
the approved protection and indemnity and/or war risks associations; and
|
(c) |
the approved insurance companies and/or underwriters, which relate directly or indirectly to:
|
(i) |
that Owner's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
|
(ii) |
any credit arrangements made between that Owner and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances.
|
9 |
SHIP COVENANTS
|
9.1 |
General
|
9.2 |
Ship's name and registration
|
9.3 |
Repair and classification
|
(a) |
consistent with first-class ship ownership and management practice;
|
(b) |
so as to maintain the highest class free of overdue recommendations and conditions, with a classification society which is a member of IACS and acceptable to the Lender; and
|
(c) |
so as to comply with all laws and regulations applicable to vessels registered at ports in the Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.
|
9.4 |
Classification society undertaking
|
(a) |
to send to the Lender, following receipt of a written request from the Lender, certified true copies of all original class records and any other related records held by the classification society in relation to that Ship;
|
(b) |
to allow the Lender (or its agents), at any time and from time to time, to inspect the original class and related records of that Ship at the offices of the classification society and to take copies of them;
|
(c) |
to notify the Lender immediately in writing if the classification society:
|
(i) |
receives notification from that Owner or any person that that Ship's classification society is to be changed; or
|
(ii) |
becomes aware of any facts or matters which may result in a change, suspension, discontinuance, withdrawal or expiry of that Ship's class under the rules or terms and conditions of that Owner's or that Ship's membership of the classification society;
|
(d) |
following receipt of a written request from the Lender:
|
(i) |
to confirm that that Owner is not in default of any of its contractual obligations or liabilities to the classification society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the classification society; or
|
(ii) |
if that Owner is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Lender in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the classification society.
|
9.5 |
Modification
|
9.6 |
Removal of parts
|
9.7 |
Surveys
|
9.8 |
Inspection
|
9.9 |
Prevention of and release from arrest
|
(a) |
all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship owned by it, the Earnings or the Insurances;
|
(b) |
all taxes, dues and other amounts charged in respect of the Ship owned by it, the Earnings or the Insurances; and
|
(c) |
all other outgoings whatsoever in respect of the Ship owned by it, the Earnings or the Insurances,
|
9.10 |
Compliance with laws etc.
|
(a) |
comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws and all other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business of that Owner;
|
(b) |
not employ the Ship owned by it nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code, the ISPS Code and ISPS Code; and
|
(c) |
in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit that Ship to enter or trade to any zone which is declared a war zone by any government or by the Ship's war risks insurers unless the prior written consent of the Lender has been given and that Owner has (at its expense) effected any special, additional or modified insurance cover which the Lender may require.
|
9.11 |
Provision of information
|
(a) |
the Ship owned by it, its employment, position and engagements;
|
(b) |
the Earnings and payments and amounts due to the master and crew of the Ship owned by it;
|
(c) |
any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Ship owned by it and any payments made in respect of that Ship;
|
(d) |
any towages and salvages; and
|
(e) |
its compliance, either Approved Managers' compliance and the compliance of the Ship owned by it with the ISM Code and the ISPS Code,
|
9.12 |
Notification of certain events
|
(a) |
any casualty which is or is likely to be or to become a Major Casualty;
|
(b) |
any occurrence as a result of which the Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;
|
(c) |
any requirement, condition or overdue recommendation made by any insurer or classification society or by any competent authority which is not complied with within the time limits imposed by that insurer or classification society or authority;
|
(d) |
any arrest or detention of the Ship owned by it, any exercise or purported exercise of any lien on that Ship or its Earnings or any requisition of that Ship for hire;
|
(e) |
any intended dry docking of the Ship owned by it;
|
(f) |
any Environmental Claim made against that Owner or in connection with the Ship owned by it, or any Environmental Incident;
|
(g) |
any claim for breach of the ISM Code or the ISPS Code being made against that Owner, the Approved Managers or otherwise in connection with the Ship owned by it; or
|
(h) |
any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,
|
9.13 |
Restrictions on chartering, appointment of managers etc.
|
(a) |
let that Ship on demise charter for any period;
|
(b) |
enter into any time or consecutive voyage charter in respect of that Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 13 months;
|
(c) |
enter into any charter in relation to that Ship under which more than, in the case of time charters, 2 and, in the case voyage charters, 4 months' hire (or the equivalent) is payable in advance;
|
(d) |
charter that Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed;
|
(e) |
appoint a manager of that Ship other than the Approved Managers or agree to any alteration to the terms of the Approved Managers' appointment;
|
(f) |
de-activate or lay up that Ship; or
|
(g) |
put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $250,000 (or the equivalent in any other currency) unless that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.
|
9.14 |
Notice of Mortgage
|
9.15 |
Sharing of Earnings
|
9.16 |
ISPS Code
|
(a) |
procure that the Ship owned by that Owner and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code; and
|
(b) |
maintain for that Ship an ISSC; and
|
(c) |
notify the Lender immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.
|
10 |
EVENTS OF DEFAULT
|
10.1 |
Non-payment
|
10.2 |
Misrepresentation
|
10.3 |
Breach of or Undertakings
|
10.4 |
Security
|
(a) |
Any of the Finance Documents becomes unenforceable; or
|
(b) |
Either Owner fails to execute and, where applicable, register the Mortgage and the General Assignments to which it is a party on the Delivery Date or upon Drawdown (as applicable) of its Ship.
|
10.5 |
Insolvency
|
10.6 |
Insolvency proceedings
|
(a) |
the suspension of payments, winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or either Owner;
|
(b) |
a composition, compromise, assignment with any creditor of the Borrower or either Owner;
|
(c) |
the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or trustee or other similar officer in respect of the Borrower or either Owner or any of its assets; or any analogous procedure or step is taken in any jurisdiction.
|
10.7 |
Impossibility or illegality
|
10.8 |
Revocation or modification of authorisation
|
10.9 |
Material adverse change
|
10.10 |
Change of Control
|
10.11 |
Acceleration
|
(a) |
declare that the Loan, together with accrued interest, and all other amounts accrued or outstanding under this Loan Agreement are immediately due and payable, whereupon they shall become immediately due and payable; and/or
|
(b) |
declare that the Loan is payable on demand, whereupon it shall immediately become payable on demand by the Lender.
|
11 |
FEES
|
11.1 |
Prepayment fee
|
12 |
APPLICATION OF RECEIPTS
|
12.1 |
Normal order of application
|
(a) |
FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Lender under the Finance Documents;
|
(b) |
SECONDLY: in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement;
|
(c) |
THIRDLY: in or towards payment pro rata of any principal due but unpaid under this Agreement;
|
(d) |
FOURTHLY: in or towards payment pro rata of any other amounts due but unpaid under any Finance Document;
|
(e) |
FIFTHLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Lender, by notice to the Borrower, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 12.1(a), 12.1(b), 12.1(c) and 12.1(d); and
|
(f) |
SIXTHLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.
|
12.2 |
Variation of order of application
|
12.3 |
Notice of variation of order of application
|
12.4 |
Appropriation rights overridden
|
13 |
NOTICES
|
14 |
AMENDMENTS AND WAIVERS
|
15 |
PROCESS AGENT
|
16 |
GOVERNING LAW AND JURISDICTION
|
17 |
MISCELLANEOUS
|
17.1 |
The headings of the clauses of this Loan Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Loan Agreement.
|
17.2 |
If any provision or part of a provision of this Loan Agreement or its application to either party, shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall. not affect the other provisions or parts of such provisions of this Loan Agreement, all of which shall remain in full force and effect;
|
17.3 |
This Loan Agreement may be entered into on separate engrossments, each of which when so executed and delivered shall be an original but 'each engrossment shall together constitute one and the same instrument and shall take effect from the time of execution of the last engrossment. Immediate evidence that an engrossment has been executed may be provided by transmission of such engrossment by facsimile machine or by email with the original executed engrossment to be forthwith put in the mail.
|
17.4 |
A person who is not a party to this Loan Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom to enforce any term of this Loan Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
|
THE LENDER
|
||
SIGNED
by
|
)
|
|
ALASTAIR MACDONALD
|
)
/s/A
LASTAIR
M
ACDONALD
|
|
for and on behalf of
|
)
|
|
JELCO DELTA HOLDING CORP.
|
)
|
|
in the presence of:
|
||
KAREN CAMPBELL
|
/s/K AREN C AMPBELL | |
THE BORROWER
|
||
SIGNED
by
|
)
|
|
STAMATIOS TSANTANIS
|
)
/s/S
TAMATIOS
T
SANTANIS
|
|
for and on behalf of
|
)
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
)
|
|
in the presence of:
|
||
THEODORA MITROPETROU
|
/s/T
HEODORA
M
ITROPETROU
|
|
1 |
Copies of the certificate of incorporation and constitutional documents of the Borrower and each Owner and any company registration documents in respect of the Borrower or either Owner (including, without limitation, any corporate register excerpts) required by the Lender.
|
2 |
Copies of resolutions of the directors of the Borrower and each Owner authorising the execution of each of the Finance Documents to which each is a party and, in the case of the Borrower, authorising named representatives to give the Drawdown Notices and other notices under this Loan Agreement.
|
3 |
The original of any power of attorney under which any Finance Document is executed on behalf of a Borrower and each Owner.
|
(a) |
"
Relevant Owner
" means, in the case of the Delivery Date of Ship A, Owner A and, in the case of Ship B, Owner B; and
|
(b) |
"
Relevant Ship
" means, in the case of the Delivery Date of Ship A, Ship A and, in the case of Ship B, Owner B.
|
1 |
A duly executed original of the Mortgage, the General Assignment (and of each document to be delivered by each of them), each in respect of the Relevant Ship and the Relevant Owner.
|
2 |
Documentary evidence that:
|
(a) |
Ship B has been unconditionally delivered by the Seller to, and accepted by, the relevant Owner under the relevant MOA and the Contract Price payable under that MOA (in addition to the part to be financed by the relevant Advance) has been duly paid in full (together with a copy of each of the documents delivered by the relevant Seller to the Relevant Owner under that MOA (including but not limited to, the bill of sale, the commercial invoice and the protocol of delivery and acceptance);
|
(b) |
the Relevant Ship has been or is registered in the name of the Relevant Owner under an Approved Flag;
|
(c) |
the Relevant Ship is in the absolute and unencumbered ownership of the Relevant Owner save as contemplated by the Finance Documents;
|
(d) |
the Relevant Ship maintains the highest class with a first class classification society which is a member of IACS and acceptable to the Lender as the Lender may approve free of all recommendations and conditions of such classification society;
|
(e) |
the Mortgage relating to each Relevant Ship has been duly registered or recorded against that Ship as a valid first preferred or, as the case may be, priority mortgage in accordance with the laws of the Approved Flag State; and
|
(f) |
the Relevant Ship is insured in accordance with the provisions of this Loan Agreement and all requirements therein in respect of insurances have been complied with.
|
3 |
Documents establishing that the Relevant Ship will, as from the relevant Delivery Date or Drawdown Date, be managed by the Approved Managers on terms acceptable to the Lenders, together with:
|
(a) |
each Approved Manager's Undertaking relative thereto;
|
(b) |
copies of the Approved Managers' Document of Compliance, that Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Lender requires); and
|
(c) |
a copy of the ISSC in respect of the Relevant Ship.
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's
Memorandum of Agreement for sale and purchase of ships.
Adopted by BIMCO IN 1956. Code-name
SALFORM 2012
Revised 1966, 1983 and 1986/87, 1993 and 2012
|
Year of Build:
|
2012
|
Builder/Yard:
|
HYUNDAI SAMHO HEAVY INDUSTRIES CO., LTD
|
Flag:
|
PANAMA
|
Place of Registration:
|
PANAMA
|
GRT/NRT:
|
93,175 / 60,453
|
hereinafter called the "Vessel", on the following terms and conditions:
|
1. |
Purchase Price
|
(1) |
DA PACIFIC MARITIME S.A.,
of 19
th
floor, Banco General Tower, Aquilino De La Guardia Street, Marbella, Panama City, Republic of Panama (the
"Sellers");
|
(2) |
SEANERGY MARITIME HOLDINGS CORP.,
having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Republic of the Marshall Islands or its guaranteed nominee (the
"Buyers");
|
(A) |
The Sellers are the registered owners of the
DONG-A ARTEMIS
currently registered under the flag of Panama with IMO number 9597848 (the
"Vessel");
and
|
(B) |
The Sellers and Seanergy have entered into a "SALEFORM 2012" Memorandum of Agreement dated 28 March 2017 (together with any and all other addenda thereto referred to as the
"Agreement")
for the sale of the Vessel by the Sellers to Seanergy or its guaranteed nominee; and
|
(C) |
Pursuant to Clause 5 Lines 77 to 79 of the Agreement the Vessel will be delivered:
|
EXECUTED
|
)
|
|
By Kyungwon Kang
|
)
|
|
for and on behalf of
|
)
|
/s/Kyungwon Kang |
DA PACIFIC MARITIME S.A.
|
)
|
Attorney-In-Fact
|
EXECUTED
|
)
|
|
By Stamatios Tsantanis
|
)
|
|
for and on behalf of
|
)
|
/s/Stamatios Tsantanis |
SEANERGY MARITIME HOLDINGS CORP.
|
)
|
Stamatios Tsantanis
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
||
Seanergy Management Corp.
|
|
Marshall Islands
|
||
Martinique International Corp.
|
|
British Virgin Islands
|
||
Harbour Business International Corp.
|
|
British Virgin Islands
|
||
Pembroke Chartering Services Limited
|
|
Malta
|
||
Sea Glorius Shipping Co.
|
|
Marshall Islands
|
||
Sea Genius Shipping Co.
|
|
Marshall Islands
|
||
Seanergy Shipmanagement Corp.
|
|
Marshall Islands
|
||
Leader Shipping Co.
|
|
Marshall Islands
|
||
Premier Marine Co.
|
|
Marshall Islands
|
||
Gladiator Shipping Co.
|
|
Marshall Islands
|
||
Guardian Shipping Co.
|
|
Marshall Islands
|
||
Champion Ocean Navigation Co.
|
|
Liberia
|
||
Squire Ocean Navigation Co.
|
|
Liberia
|
||
Maritime Capital Shipping Limited
|
|
Bermuda
|
||
Maritime Capital Shipping (HK) Limited
|
|
Hong Kong
|
||
Maritime Glory Shipping Limited
|
|
British Virgin Islands
|
||
Maritime Grace Shipping Limited
|
|
British Virgin Islands
|
||
Atlantic Grace Shipping Limited
|
|
British Virgin Islands
|
||
Emperor Holding Ltd.
|
|
Marshall Islands
|
||
Lord Ocean Navigation Co.
|
|
Liberia
|
||
Knight Ocean Navigation Co.
|
|
Liberia
|
||
Partner Shipping Co.
|
|
Marshall Islands
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|