GENCO SHIPPING & TRADING LTD (Form: 8-K, Received: 05/04/2015 06:03:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2015 (April 30, 2015)

GENCO SHIPPING & TRADING LIMITED

(Exact Name of Registrant as Specified in Charter)

Republic of the Marshall
Islands

001-33393

98-043-9758

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

299 Park Avenue

12th Floor

10171

(Address of Principal

Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 443-8550

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2015, Genco Shipping & Trading Limited (“Genco”) entered into a letter agreement with John C. Wobensmith, its President, with respect to his employment agreement with Genco dated September 21, 2007, as amended (the “Genco Employment Agreement”) and certain related matters (the “Genco Letter Agreement”). The Genco Letter Agreement clarified that the transactions under Genco’s prepackaged plan of reorganization implemented in its Chapter 11 bankruptcy reorganization did not constitute a change of control under the Employment Agreement; awarded Mr. Wobensmith a bonus of $807,500 for 2014; increased his base salary to $600,000, effective as of December 15, 2014; and clarified that for purposes of calculating severance payments if he is terminated without cause or resigns for good reason within two years after a change of control, the grant date value of any equity awards is deemed to be $1,500,000 for each of the years 2014, 2015, and 2016.

In connection with execution of the Genco Letter Agreement, Genco’s subsidiary Baltic Trading Limited (“Baltic Trading”) entered into a letter agreement (the “Baltic Trading Letter Agreement”) with Mr. Wobensmith with respect to his employment agreement with Baltic Trading dated December 19, 2013, as amended (the “Baltic Trading Employment Agreement”). The Baltic Trading Letter Agreement provides that Baltic Trading and Mr. Wobensmith waive all rights under the Baltic Trading Employment Agreement effective immediately prior to the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 7, 2015, between Baltic Trading and Genco and that the Baltic Trading Employment Agreement will be terminated and will be of no further force and effect as of such time. If such consummation does not occur, the waiver and termination will not be effective.

Copies of the Genco Letter Agreement and the Baltic Trading Letter Agreement are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference to such exhibits. The foregoing descriptions of such agreements do not purport to be complete and are qualified in their entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description

10.1		Letter Agreement dated April 30, 2015 between Genco Shipping & Trading Limited and John C. Wobensmith.

10.2		Letter Agreement dated April 30, 2015 between Baltic Trading Limited and John C. Wobensmith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENCO SHIPPING & TRADING LIMITED

	DATE: May 1, 2015


	/s/ John C. Wobensmith
	John C. Wobensmith
	President

EXHIBIT INDEX

Exhibit No.		Description

10.1		Letter Agreement dated April 30, 2015 between Genco Shipping & Trading Limited and John C. Wobensmith.

10.2		Letter Agreement dated April 30, 2015 between Baltic Trading Limited and John C. Wobensmith.

Exhibit 10.1

GENCO SHIPPING & TRADING LIMITED

299 PARK AVENUE
12TH FLOOR
NEW YORK, NEW YORK 10171

646-443-8550

April 30, 2015

Mr. John Wobensmith

Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, New York 10171

Dear John:

The purpose of this letter is to confirm our understanding regarding that agreement between you and Genco Shipping & Trading Limited (the “Company”) dated September 21, 2007, as amended prior to the date hereof (the “Agreement”). It is hereby agreed as follows:

1. Reference is made to that certain Prepackaged Plan of Reorganization of the Debtors Under Chapter 11 of the Bankruptcy Code, dated April 16, 2014 (as such plan may be modified, amended or supplemented from time to time, the “Prepack Plan”). You hereby agree and acknowledge that none of the transactions conducted as part of the Prepack Plan, either alone or together, constituted a Change of Control (as such term is defined in the Agreement). You further agree not to make any claim or assertion contrary to your agreement and acknowledgment contained in the prior sentence. Notwithstanding the foregoing, nothing in this paragraph is intended to affect whether a Change of Control (as such term is defined in the Agreement) occurs with respect to any transaction or event that occurs after the date of this letter set forth above, and nothing in this paragraph limits your right to claim or assert that a Change of Control (as such term is defined in the Agreement) occurs with respect to any transaction or event that occurs after the date of this letter set forth above.

2. For purposes of Sections 6(c) and 7(a) of the Agreement only, relating to the calculation of the Annual Incentive Award in connection with a Change of Control termination, it is agreed that, the value on the date of grant of your equity awards for 2014, 2015, and 2016 will be deemed to be $1.5 million for 2014, $1.5 million for 2015, and $1.5 million for 2016. Nothing in this paragraph is to be interpreted to guaranty you any equity award grants for 2015 or 2016.

3. Upon recommendation of the Compensation Committee of the Company, the Board of Directors of the Company has approved for you a bonus of $807,500 for the 2014 calendar year and has decided to increase your base salary for the 2015 calendar year to $600,000, such

increase to be effective immediately upon your signing this letter and retroactive to December 15, 2014.

4. Except as explicitly set forth herein, all terms and conditions contained in the Agreement shall remain in full force and effect.

5. This letter and the Agreement contain the entire understanding between the parties on the subjects covered here and supersede all prior agreements, arrangements and understandings, whether written or oral, regarding the subjects covered here. The Agreement and this letter may not be changed, nor may any of their provisions be waived, orally, but may only be changed in writing signed by both parties.

6. You agree and acknowledge that the parties hereto have been provided with the opportunity to consult with counsel regarding the provisions of this letter.

[ Signature page follows. ]

Very truly yours,

GENCO SHIPPING & TRADING LIMITED

By:	/s/ Apostolos Zafolias
	Name: Apostolos Zafolias
	Title: Chief Financial Officer

	ACCEPTED AND AGREED TO:


	/s/ John Wobensmith
	John Wobensmith
	Date: 4/30/15

Exhibit 10.2

BALTIC TRADING LIMITED

299 PARK AVENUE, 12 TH FLOOR

NEW YORK, NY 10171

646-443-8550

April 30, 2015

Mr. John C. Wobensmith

Baltic Trading Limited

299 Park Avenue, 12th Floor

New York, NY 10171

Dear John:

The purpose of this letter is to confirm our understanding regarding that agreement between you and Baltic Trading Limited (the “Company”) dated December 19, 2013, as amended prior to the date hereof (the “Agreement”). It is hereby agreed as follows:

1. You hereby waive, and the Company also hereby waives, all rights under the Agreement, which waiver will not become effective until immediately prior to the consummation of the transactions (the “Closing”) contemplated by the Agreement and Plan of Merger, dated as of April 7, 2015, between the Company and Genco Shipping & Trading Limited. Immediately prior to the Closing, the Agreement will be terminated and will be of no further force and effect. If the Closing does not occur, then the Agreement will not be terminated and the waiver contained in the first sentence of this paragraph will be null and void. Notwithstanding anything in this paragraph to the contrary, neither the waiver contained herein, nor the termination of the Agreement, will have any effect on any equity awards (such as restricted stock) granted to you prior to the date hereof, including under Sections 5(c) and 5(e) of the Agreement, and such equity awards will continue to be governed by the applicable award agreements and plan documents.

2. This letter contains the entire understanding between the parties on the subjects covered here and supersedes all prior agreements, arrangements and understandings, whether written or oral, regarding the subjects covered here. This letter may not be changed, nor may any of their provisions be waived, orally, but may only be changed in writing signed by both parties.

3. You agree and acknowledge that the parties hereto have been provided with the opportunity to consult with counsel regarding the provisions of this letter.

[ Signature page follows. ]

Very truly yours,


BALTIC TRADING LIMITED


By:	/s/ John Wobensmith
	Name: John Wobensmith
	Title: President and Chief Financial Officer


	ACCEPTED AND AGREED TO:


	/s/ John Wobensmith
	John Wobensmith
	Date: 4/30/15