☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
|
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SEANERGY MARITIME HOLDINGS CORP. |
(Exact name of Registrant as specified in its charter)
|
|
(Translation of Registrant’s name into English)
|
Republic of the Marshall Islands
|
(Jurisdiction of incorporation or organization)
|
154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece
|
(Address of principal executive offices)
|
Stamatios Tsantanis, Chairman & Chief Executive Officer
|
Seanergy Maritime Holdings Corp.
|
154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece
|
Telephone: +30 213 0181507, Fax: +30 210 9638404
|
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
|
Title of class
|
Trading Symbol(s)
|
Name of exchange on which
registered
|
Shares of common stock, par value $0.0001 per share
|
SHIP
|
Nasdaq Capital Market
|
Class A Warrants
|
SHIPW
|
Nasdaq Capital Market
|
Class B Warrants
|
SHIPZ
|
Nasdaq Capital Market
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Emerging growth company ☐
|
||
U.S. GAAP ☒
|
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐
|
Other ☐
|
||
☐ Item 17
|
☐ Item 18
|
☐ Yes
|
☒ No
|
Page
|
||
1 | ||
ITEM 1.
|
1
|
|
ITEM 2.
|
1
|
|
ITEM 3.
|
1
|
|
ITEM 4.
|
26
|
|
ITEM 4A.
|
43
|
|
ITEM 5.
|
43
|
|
ITEM 6.
|
60
|
|
ITEM 7.
|
64
|
|
ITEM 8.
|
65
|
|
ITEM 9.
|
66
|
|
ITEM 10.
|
66
|
|
ITEM 11.
|
76
|
|
ITEM 12.
|
76
|
|
|
||
76
|
||
ITEM 13.
|
76
|
|
ITEM 14.
|
76
|
|
ITEM 15.
|
76
|
|
ITEM 16.
|
77
|
|
ITEM 16A.
|
77
|
|
ITEM 16B.
|
78
|
|
ITEM 16C.
|
78
|
|
ITEM 16D.
|
78
|
|
ITEM 16E.
|
78
|
|
ITEM 16F.
|
78
|
|
ITEM 16G.
|
78
|
|
ITEM 16H.
|
79
|
|
79
|
||
ITEM 17.
|
79
|
|
ITEM 18.
|
79
|
|
ITEM 18.1
|
79
|
|
ITEM 19.
|
79
|
|
• |
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 dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;
|
|
• |
changes in the number of newbuildings under construction in the dry bulk 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;
|
|
• |
risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses;
|
|
• |
changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of 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;
|
|
• |
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 dry bulk shipping industry;
|
|
• |
our ability to continue as a going concern; and
|
|
• |
other factors discussed in “Item 3. Key Information—D. Risk Factors”.
|
Year Ended December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Statement of Income Data:
|
||||||||||||||||||||
Vessel revenue, net
|
86,499
|
91,520
|
74,834
|
34,662
|
11,223
|
|||||||||||||||
Voyage expenses
|
(36,641
|
)
|
(40,184
|
)
|
(34,949
|
)
|
(21,008
|
)
|
(7,496
|
)
|
||||||||||
Vessel operating expenses
|
(18,980
|
)
|
(20,742
|
)
|
(19,598
|
)
|
(14,251
|
)
|
(5,639
|
)
|
||||||||||
Management fees
|
(989
|
)
|
(1,042
|
)
|
(1,016
|
)
|
(895
|
)
|
(336
|
)
|
||||||||||
General and administration expenses
|
(5,989
|
)
|
(6,500
|
)
|
(5,081
|
)
|
(4,134
|
)
|
(2,804
|
)
|
||||||||||
General and administration expenses - related party
|
-
|
-
|
-
|
-
|
(70
|
)
|
||||||||||||||
Loss on bad debts
|
-
|
-
|
-
|
-
|
(30
|
)
|
||||||||||||||
Amortization of deferred dry-docking costs
|
(844
|
)
|
(634
|
)
|
(870
|
)
|
(556
|
)
|
(38
|
)
|
||||||||||
Depreciation
|
(11,016
|
)
|
(10,876
|
)
|
(10,518
|
)
|
(8,531
|
)
|
(1,865
|
)
|
||||||||||
Impairment loss
|
-
|
(7,267
|
)
|
-
|
-
|
-
|
||||||||||||||
Operating income / (loss)
|
12,040
|
4,275
|
2,802
|
(14,713
|
)
|
(7,055
|
)
|
|||||||||||||
Interest and finance costs
|
(15,216
|
)
|
(16,415
|
)
|
(12,277
|
)
|
(7,235
|
)
|
(1,460
|
)
|
||||||||||
Interest and finance costs - related party
|
(8,629
|
)
|
(8,881
|
)
|
(5,122
|
)
|
(2,616
|
)
|
(399
|
)
|
||||||||||
Gain on debt refinancing
|
-
|
-
|
11,392
|
-
|
-
|
|||||||||||||||
Interest and other income
|
213
|
83
|
47
|
20
|
-
|
|||||||||||||||
Foreign currency exchange losses, net
|
(52
|
)
|
(104
|
)
|
(77
|
)
|
(45
|
)
|
(42
|
)
|
||||||||||
Total other expenses, net
|
(23,684
|
)
|
(25,317
|
)
|
(6,037
|
)
|
(9,876
|
)
|
(1,901
|
)
|
||||||||||
Net loss before income taxes
|
(11,644
|
)
|
(21,042
|
)
|
(3,235
|
)
|
(24,589
|
)
|
(8,956
|
)
|
||||||||||
Income taxes
|
(54
|
)
|
(16
|
)
|
-
|
(34
|
)
|
-
|
||||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
(24,623
|
)
|
(8,956
|
)
|
||||||||||
Net loss per common share
|
||||||||||||||||||||
Basic and diluted
|
(0.76
|
)
|
(8.40
|
)
|
(1.35
|
)
|
(17.97
|
)
|
(12.47
|
)
|
||||||||||
Weighted average common shares outstanding
|
||||||||||||||||||||
Basic and diluted
|
15,332,755
|
2,507,087
|
2,389,719
|
1,370,200
|
718,226
|
As of December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Total current assets
|
21,927
|
16,883
|
19,498
|
22,329
|
8,278
|
|||||||||||||||
Vessels, net
|
253,781
|
243,214
|
254,730
|
232,109
|
199,840
|
|||||||||||||||
Total assets
|
282,551
|
267,562
|
275,705
|
257,534
|
209,352
|
|||||||||||||||
Total current liabilities, including current portion of long-term debt and other financial liabilities
|
237,281
|
36,263
|
34,460
|
21,230
|
9,250
|
|||||||||||||||
Total liabilities
|
252,693
|
246,259
|
234,392
|
226,702
|
186,068
|
|||||||||||||||
Common stock
|
3
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total stockholders’ equity
|
29,858
|
21,303
|
41,313
|
30,832
|
23,284
|
|||||||||||||||
Shares issued and outstanding as at December 31,
|
26,900,050
|
2,666,184
|
2,465,289
|
2,271,480
|
1,301,494
|
Year Ended December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Cash Flow Data:
|
||||||||||||||||||||
Net cash provided by (used in) operating activities
|
13,108
|
5,723
|
2,782
|
(15,339
|
)
|
(4,737
|
)
|
|||||||||||||
Net cash used in investing activities
|
(12,349
|
)
|
(8,827
|
)
|
(32,992
|
)
|
(40,779
|
)
|
(201,684
|
)
|
||||||||||
Net cash provided by (used in) financing activities
|
6,351
|
(491
|
)
|
25,341
|
68,672
|
206,902
|
|
• |
prevailing level of charter rates;
|
|
• |
general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply;
|
|
• |
types and sizes of vessels;
|
|
• |
number of newbuilding deliveries;
|
|
• |
number of vessels scrapped or otherwise removed from the world fleet;
|
|
• |
changes in environmental and other regulations that may limit the useful life of vessels;
|
|
• |
decreased costs and increases in use of other modes of transportation;
|
|
• |
cost of newbuildings or secondhand vessel acquisitions;
|
|
• |
governmental and other regulations;
|
|
• |
technological advances; and
|
|
• |
the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
|
|
• |
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 dry bulk 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;
|
|
• |
the damage or destruction of vessels due to marine disaster;
|
|
• |
piracy or other detentions;
|
|
• |
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.
|
|
• |
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, or
at all;
|
|
• |
we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, 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 to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and
|
|
• |
our debt level may limit our flexibility in responding to changing business and economic 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;
|
|
• |
finance our operations, through equity offerings or otherwise, for our existing and new operations;
|
|
• |
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; and
|
|
• |
expand our customer base.
|
|
• |
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;
|
|
• |
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 would decrease;
|
|
• |
the proportionate amount of cash available for dividends payable on our common shares could decrease;
|
|
• |
the relative voting strength of each previously outstanding common share could be diminished; and
|
|
• |
the market price of our common shares could decline.
|
A.
|
History and Development of the Company
|
B.
|
Business Overview
|
Vessel Name
|
Year Built
|
Dwt
|
Flag
|
Yard
|
Type of Employment
|
Fellowship
|
2010
|
179,701
|
MI
|
Daewoo
|
Spot
|
Championship(1)
|
2011
|
179,238
|
MI
|
Sungdong
|
T/C Index Linked(2)
|
Partnership
|
2012
|
179,213
|
MI
|
Hyundai
|
T/C Index Linked(3)
|
Knightship(4)
|
2010
|
178,978
|
LIB
|
Hyundai
|
Spot
|
Lordship
|
2010
|
178,838
|
LIB
|
Hyundai
|
T/C Index Linked(5)
|
Gloriuship(6)
|
2004
|
171,314
|
MI
|
Hyundai
|
T/C Index Linked
|
Leadership
|
2001
|
171,199
|
BA
|
Koyo-Imabari
|
Spot
|
Geniuship
|
2010
|
170,058
|
MI
|
Sungdong
|
Spot
|
Premiership
|
2010
|
170,024
|
IoM
|
Sungdong
|
T/C Index Linked(7)
|
Squireship
|
2010
|
170,018
|
LIB
|
Sungdong
|
T/C Index Linked(8)
|
(1) |
In November 2018, we entered into a financing arrangement with Cargill according to which this vessel was sold and leased back on a bareboat basis from Cargill for a five-year-period. We have a purchase
obligation at the end of the five-year period and we further have the option to repurchase the vessel at any time during the bareboat charter.
|
(2) |
This vessel is being chartered by Cargill. The vessel was delivered to the charterer on November 7, 2018 for a period of employment of 60 months, with an additional period of 24 to 27 months at the charterer’s
option. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the BCI. In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of
between three and 12 months priced at the then prevailing Capesize Forward Freight Agreement rate, or FFA, for the selected period.
|
(3) |
This vessel is being chartered by a major European utility and energy company and was delivered to the charterer on September 11, 2019, for a period of minimum 33 to maximum 37 months with an optional period
of about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI. In addition, the time charter provides us an option for any period of time during the hire
to be converted into a fixed rate time charter, between three months and 12 months, with a rate corresponding to the prevailing value of the respective Capesize FFA.
|
(4) |
In June 2018, we entered into a financing arrangement with AVIC International Leasing Co., Ltd., or AVIC, according to which this vessel was sold and leased back on a bareboat basis from AVIC’s affiliate,
Hanchen, for an eight-year period. We have a purchase obligation at the end of the eight-year period and we further have the option to repurchase the vessel at any time following the second anniversary of delivery under the bareboat
charter.
|
(5) |
This vessel is being chartered by a major European utility and energy company and was delivered to the charterer on August 4, 2019, for a period of minimum 33 to maximum 37 months with an optional period of
about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI. In addition, the time charter provides us an option for any period of time during the hire to
be converted into a fixed rate time charter, between three months and 12 months, with a rate corresponding to the prevailing value of the respective Capesize FFA.
|
(6) |
This vessel is being chartered by a dry bulk charter operator and was delivered to the charterer on December 19, 2019, for a period of minimum four to maximum seven months. The net daily charter hire is
calculated at an index linked rate based on the five T/C routes of the BCI.
|
(7) |
This vessel is being chartered by a major commodity trading company and was delivered to the charterer on November 29, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of about 11
to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI.
|
(8) |
This vessel is being chartered by a major commodity trading company and was delivered to the charterer on December 19, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of about 11
to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI.
|
The supply of dry bulk vessels is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss. The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs.
Customer
|
2019
|
2018
|
2017
|
|||
A |
19%
|
26%
|
17%
|
|||
B |
18%
|
21%
|
-
|
|||
C
|
15%
|
-
|
-
|
|||
D |
-
|
11%
|
17%
|
|||
Total
|
52%
|
58%
|
34%
|
C.
|
Organizational Structure
|
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. Limited
|
Malta
|
|
Lord Ocean Navigation Co.
|
Liberia
|
|
Knight Ocean Navigation Co.
|
Liberia
|
|
Emperor Holding Ltd.
|
Republic of the Marshall Islands
|
|
Partner Shipping Co. Limited
|
Malta
|
|
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
|
|
Fellow Shipping Co.
|
Republic of the Marshall Islands
|
|
Champion Marine Co.
|
Liberia
|
|
Champion Marine Co.
|
Republic of the Marshall Islands
|
D.
|
Property, Plants and Equipment
|
A.
|
Operating Results
|
|
• |
number of vessels owned and operated;
|
|
• |
voyage charter rates;
|
|
• |
time charter trip rates;
|
|
• |
period time charter 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
|
||||||||||||||
2019
|
2018
|
Amount
|
%
|
|||||||||||||
Revenues:
|
||||||||||||||||
Vessel revenue, net
|
86,499
|
91,520
|
(5,021
|
)
|
(5
|
)%
|
||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses
|
(36,641
|
)
|
(40,184
|
)
|
3,543
|
(9
|
)%
|
|||||||||
Vessel operating expenses
|
(18,980
|
)
|
(20,742
|
)
|
1,762
|
(8
|
)%
|
|||||||||
Management fees
|
(989
|
)
|
(1,042
|
)
|
53
|
(5
|
)%
|
|||||||||
General and administration expenses
|
(5,989
|
)
|
(6,500
|
)
|
511
|
(8
|
)%
|
|||||||||
Depreciation and amortization
|
(11,860
|
)
|
(11,510
|
)
|
(350
|
)
|
3
|
%
|
||||||||
Impairment loss
|
-
|
(7,267
|
)
|
7,267
|
(100
|
)%
|
||||||||||
Operating income
|
12,040
|
4,275
|
7,765
|
182
|
%
|
|||||||||||
Other expenses:
|
||||||||||||||||
Interest and finance costs
|
(23,845
|
)
|
(25,296
|
)
|
1,451
|
(6
|
)%
|
|||||||||
Other, net
|
161
|
(21
|
)
|
182
|
(867
|
)%
|
||||||||||
Total other expenses, net:
|
(23,684
|
)
|
(25,317
|
)
|
1,633
|
(6
|
)%
|
|||||||||
Net loss before income taxes
|
(11,644
|
)
|
(21,042
|
)
|
9,398
|
(45
|
)%
|
|||||||||
Income taxes
|
(54
|
)
|
(16
|
)
|
(38
|
)
|
238
|
%
|
||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
9,360
|
(44
|
)%
|
|||||||||
Net loss per common share, basic and diluted
|
(0.76
|
)
|
(8.40
|
)
|
||||||||||||
Weighted average number of common shares outstanding, basic and diluted
|
15,332,755
|
2,507,087
|
Year Ended December 31,
|
||||||||||||
Fleet Data:
|
2019
|
2018
|
2017
|
|||||||||
Ownership days
|
3,650
|
3,931
|
3,864
|
|||||||||
Available days(1)
|
3,417
|
3,918
|
3,851
|
|||||||||
Operating days(2)
|
3,393
|
3,902
|
3,837
|
|||||||||
Fleet utilization
|
93
|
%
|
99
|
%
|
99
|
%
|
||||||
Average Daily Results:
|
||||||||||||
TCE rate(3)
|
$
|
14,694
|
$
|
13,156
|
$
|
10,395
|
||||||
Daily Vessel Operating Expenses(4)
|
$
|
5,172
|
$
|
5,198
|
$
|
4,985
|
(1) |
During the year ended December 31, 2019, we incurred 233 off-hire days for five scheduled dry-dockings and scrubber installation on five of our vessels. During the
year ended December 31, 2018, we incurred 13 off-hire days.
|
(2) |
During the year ended December 31, 2019, we incurred 24 off-hire days due to unforeseen circumstances. During the year ended December 31, 2018, we incurred 16
off-hires days 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.
|
Year Ended December 31,
|
||||||||||||
(In thousands of US Dollars, except operating days and TCE rate)
|
2019
|
2018
|
2017
|
|||||||||
Net revenues from vessels
|
$
|
86,499
|
$
|
91,520
|
$
|
74,834
|
||||||
Voyage expenses
|
(36,641
|
)
|
(40,184
|
)
|
(34,949
|
)
|
||||||
Net operating revenues
|
$
|
49,858
|
$
|
51,336
|
$
|
39,885
|
||||||
Operating days
|
3,393
|
3,902
|
3,837
|
|||||||||
Daily time charter equivalent rate
|
$
|
14,694
|
$
|
13,156
|
$
|
10,395
|
(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,
|
|||||||||||
2019
|
2018
|
2017
|
||||||||||
Vessel operating expenses
|
$
|
18,980
|
$
|
20,742
|
$
|
19,598
|
||||||
Less: Pre-delivery expenses
|
(104
|
)
|
(309
|
)
|
(337
|
)
|
||||||
Vessel operating expenses before pre-delivery expenses
|
18,876
|
20,433
|
19,261
|
|||||||||
Ownership days
|
3,650
|
3,931
|
3,864
|
|||||||||
Daily Vessel Operating Expenses
|
$
|
5,172
|
$
|
5,198
|
$
|
4,985
|
|
• |
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, 2019
(in millions of U.S. dollars)
|
Carrying Value as of
December 31, 2018
(in millions of U.S. dollars)
|
||||||||||
Fellowship
|
2010
|
179,701
|
27.3
|
*
|
28.6
|
|||||||||
Championship
|
2011
|
179,238
|
39.4
|
*
|
36.7
|
*
|
||||||||
Partnership
|
2012
|
179,213
|
33.3
|
*
|
30.7
|
|||||||||
Knightship
|
2010
|
178,978
|
18.4
|
19.1
|
||||||||||
Lordship
|
2010
|
178,838
|
22.7
|
19.0
|
||||||||||
Gloriuship
|
2004
|
171,314
|
13.8
|
*
|
14.5
|
|||||||||
Leadership
|
2001
|
171,199
|
12.5
|
*
|
13.5
|
*
|
||||||||
Geniuship
|
2010
|
170,057
|
23.3
|
*
|
24.4
|
|||||||||
Premiership
|
2010
|
170,024
|
29.5
|
*
|
26.2
|
|||||||||
Squireship
|
2010
|
170,018
|
33.6
|
*
|
30.5
|
*
|
||||||||
TOTAL
|
253.8
|
243.2
|
* |
Indicates dry bulk carrier vessels for which we believe, as of December 31, 2019 and 2018, respectively, the basic charter-free market value was lower than the vessel’s carrying value.
|
B.
|
Liquidity and Capital Resources
|
(In thousands of US Dollars)
|
Year ended December 31,
|
|||||||||||
2019
|
2018
|
2017
|
||||||||||
Cash Flow Data:
|
||||||||||||
Net cash provided by / (used in) operating activities
|
13,108
|
5,723
|
2,782
|
|||||||||
Net cash used in investing activities
|
(12,349
|
)
|
(8,827
|
)
|
(32,992
|
)
|
||||||
Net cash (used in) / provided by financing activities
|
6,351
|
(491
|
)
|
25,341
|
C.
|
Research and development, patents and licenses, etc.
|
D.
|
Trend Information
|
E.
|
Off-balance Sheet Arrangements
|
F.
|
Tabular Disclosure of Contractual Obligations
|
Contractual Obligations
|
Total
|
less than 1 year
|
1-3 years
|
3-5 years
|
more than
5 years
|
|||||||||||||||
Long-term debt, debt to related party and other financial liabilities
|
$
|
209,859
|
$
|
209,859
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Convertible notes
|
38,715
|
3,800
|
34,915
|
-
|
-
|
|||||||||||||||
Interest expense - debt to related party (1)
|
1,612
|
1,612
|
-
|
-
|
-
|
|||||||||||||||
Interest expense - convertible notes
|
$
|
7,348
|
2,674
|
4,674
|
-
|
-
|
||||||||||||||
Office rent
|
542
|
127
|
362
|
53
|
-
|
|||||||||||||||
Total
|
$
|
258,076
|
$
|
218,072
|
$
|
39,951
|
$
|
53
|
$
|
-
|
(1) |
As discussed in Note 3 to our consolidated financial statements, we have classified our long-term debt and other financial liabilities as of December 31, 2019 in current liabilities. The amounts in the table under “Interest expense - debt to related party” does not include any projected interest payments for our long-term debt and other financial liabilities.
|
Contractual Obligations
|
Total
|
less than
1 year
|
1-3 years
|
3-5 years
|
more than
5 years
|
|||||||||||||||
Long-term debt, debt to related party and other financial liabilities
|
$
|
209,859
|
$
|
110,379
|
$
|
54,715
|
$
|
25,733
|
$
|
19,032
|
||||||||||
Convertible notes
|
38,715
|
3,800
|
34,915
|
-
|
-
|
|||||||||||||||
Interest expense - long term debt, debt to related party and other financial liabilities
|
34,553
|
14,189
|
14,292
|
4,850
|
1,222
|
|||||||||||||||
Interest expense - convertible notes
|
7,348
|
2,674
|
4,674
|
-
|
-
|
|||||||||||||||
Office rent
|
542
|
127
|
362
|
53
|
-
|
|||||||||||||||
Total
|
$
|
291,017
|
$
|
131,169
|
$
|
108,958
|
$
|
30,636
|
$
|
20,254
|
G.
|
Safe Harbor
|
A.
|
Directors and Senior Management
|
Name
|
Age
|
Position
|
Director Class
|
||||
Stamatios Tsantanis
|
48
|
Chairman, Chief Executive Officer & Director
|
A (term expires in 2022)
|
||||
Stavros Gyftakis
|
41
|
Chief Financial Officer
|
|||||
Christina Anagnostara
|
49
|
Director
|
B (term expires in 2020)
|
||||
Elias Culucundis
|
77
|
Director*
|
A (term expires in 2022)
|
||||
Dimitrios Anagnostopoulos
|
73
|
Director*
|
C (term expires in 2021)
|
||||
Ioannis Kartsonas
|
48
|
Director*
|
C (term expires in 2021)
|
B.
|
Compensation
|
C.
|
Board Practices
|
D.
|
Employees
|
E.
|
Share Ownership
|
A.
|
Major Shareholders
|
Identity of Person or Group
|
Number
of
Shares
Owned
|
Percent
of
Class(2)
|
||||||
Claudia Restis(1)
|
12,625,693
|
37.0
|
%
|
|||||
Eric Krafft
|
2,440,500
|
8.3
|
%
|
|||||
Stamatios Tsantanis
|
616,781
|
2.1
|
%
|
|||||
Stavros Gyftakis
|
—
|
*
|
||||||
Christina Anagnostara
|
—
|
*
|
||||||
Elias Culucundis
|
—
|
*
|
||||||
Dimitrios Anagnostopoulos
|
—
|
*
|
||||||
Ioannis Kartsonas
|
—
|
*
|
||||||
Directors and executive officers as a group (6 individuals)
|
1,538,302
|
5.2
|
%
|
* |
Less than one percent.
|
(1) |
Based on the Schedule 13D/A filed by Jelco, Comet and Claudia Restis on November 8, 2019, Claudia Restis may be deemed to beneficially own 12,571,992 of our common
shares through Jelco and 53,701 of our common shares through Comet, each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include: (i) 281,481 common shares,
issuable upon exercise of a conversion option pursuant to the First Jelco Note, (ii) 1,567,777 common shares, issuable upon exercise of a conversion option pursuant to the Second Jelco Note, (iii) 1,018,518 common shares, issuable
upon exercise of a conversion option pursuant to the Third Jelco Note and (iv) 1,823,529 common shares, representing the maximum number of shares issuable upon exercise of the Class B warrants of the Company issued to Jelco pursuant
to the Purchase Agreement, and assuming no exercises by any other holder of Class B warrants.
|
(2) |
Based on 29,399,939 common shares outstanding as of March 4, 2020 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.
|
B.
|
Related Party Transactions
|
C.
|
Interests of Experts and Counsel
|
A.
|
Consolidated Statements and Other Financial Information
|
B.
|
Significant Changes
|
A.
|
Offer and Listing Details
|
B.
|
Plan of Distribution
|
C.
|
Markets
|
D.
|
Selling Shareholders
|
E.
|
Dilution
|
F.
|
Expenses of the Issue
|
A.
|
Share Capital
|
B.
|
Memorandum and Articles of Incorporation
|
C.
|
Material contracts
|
D.
|
Exchange controls
|
E.
|
Taxation
|
|
• |
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 own shares through an “applicable partnership interest”;
|
|
• |
persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement”;
|
|
• |
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 one of the following is true; 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, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business 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 us during such taxable year produce, or is 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.
|
F.
|
Dividends and paying agents
|
G.
|
Statement by experts
|
H.
|
Documents on display
|
I.
|
Subsidiary information
|
(a)
|
Disclosure Controls and Procedures
|
(b)
|
Management’s Annual Report on Internal Control over Financial Reporting
|
(c)
|
Attestation Report of the Registered Public Accounting Firm
|
(d)
|
Changes in Internal Control over Financial Reporting
|
2019
|
2018
|
|||||||
Audit fees
|
$
|
195,000
|
$
|
199,000
|
||||
Audit related fees
|
80,000
|
38,000
|
||||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
-
|
-
|
||||||
Total fees
|
$
|
275,000
|
$
|
237,000
|
|
• |
In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will
comply with provisions of the BCA, providing that the board of directors approve share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to
the issuance of securities in certain circumstances, consistent with the BCA and our restated articles of incorporation and second amended and restated bylaws, the board of directors approves certain share issuances.
|
|
• |
The Company’s board of directors 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 of directors is not required to meet regularly in executive sessions without management present.
|
|
• |
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ corporate governance rules or Marshall Islands law. Consistent with Marshall
Islands law and as provided in our second amended and restated bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information
regarding business to be transacted at the meeting.
|
Exhibit Number
|
Description
|
1.1
|
|
1.2
|
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
2.6
|
|
2.7
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
|
4.14
|
|
4.15
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
4.22
|
|
4.23
|
|
4.24
|
|
4.25
|
|
4.26
|
|
4.27
|
|
4.28
|
|
4.29
|
|
4.30
|
|
4.31
|
|
4.32
|
|
4.33
|
|
4.34
|
|
4.35
|
4.36
|
|
4.37
|
|
4.38
|
|
4.39
|
|
4.40
|
|
4.41
|
|
4.42
|
|
4.43
|
|
4.44
|
|
4.45
|
|
4.46
|
|
4.47
|
|
4.48
|
|
4.49
|
|
4.50
|
|
4.51
|
|
4.52
|
|
4.53
|
|
4.54
|
4.55
|
|
4.56
|
|
4.57
|
|
4.58
|
|
4.59
|
|
4.60
|
|
4.61
|
|
4.62
|
|
4.63
|
|
4.64
|
|
4.65
|
|
4.66
|
|
4.67
|
|
4.68
|
|
4.69
|
|
4.70
|
|
4.71
|
|
4.72
|
|
4.73
|
|
4.74
|
4.75
|
|
4.76
|
|
4.77
|
|
4.78
|
|
4.79
|
|
4.80
|
|
4.81
|
|
4.82
|
|
4.83
|
|
4.84
|
|
4.85
|
|
4.86
|
|
4.87
|
|
8.1
|
|
12.1
|
|
12.2
|
|
13.1
|
|
13.2
|
|
15.1
|
101
|
The following financial information from the registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2019, formatted in Extensible Business Reporting Language (XBRL)*
|
(1) Consolidated Balance Sheets as of December 31, 2019 and 2018;
|
|
(2) Consolidated Statements of Income/(loss) for the years ended December 31, 2019, 2018 and 2017;
|
|
(3) Consolidated Statements of Shareholders’ (Deficit) / Equity for the years ended December 31, 2019, 2018 and 2017; and
|
|
(4) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017.
|
* |
Filed herewith
|
(1) |
Incorporated herein by reference to Exhibit 3.1 to the registrant’s report on Form 6-k filed with the Commission on August 30, 2019.
|
(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 4.1 to the registrant’s report on Form 6-K filed with the Commission on March 19, 2019.
|
(4) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on December 6, 2016.
|
(5) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on May 2, 2019.
|
(6) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on May 2, 2019.
|
(7) |
Incorporated herein by reference to Exhibit 4.1 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017.
|
(8) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017.
|
(9) |
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.
|
(10) |
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.
|
(11) |
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.
|
(12) |
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.
|
(13) |
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.
|
(14) |
Incorporated herein by reference to Exhibit 4.10 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(15) |
Incorporated herein by reference to Exhibit 4.11 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(16) |
Incorporated herein by reference to Exhibit 10.9 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(17) |
Incorporated herein by reference to Exhibit 10.10 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(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 4.13 to the registrant’s annual report on Form 20-F filed with the Commission on March 7, 2018.
|
(23)
|
Incorporated herein by reference to Exhibit 4.19 to the registrant’s annual report on Form 20-F filed with the Commission on
March 25, 2019.
|
(24) |
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.
|
(25) |
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.
|
(26) |
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.
|
(27) |
Incorporated herein by reference to Exhibit 10.19 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(28) |
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.
|
(29) |
Incorporated herein by reference to Exhibit 10.17 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(30) |
Incorporated herein by reference to Exhibit 10.18 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(31) |
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 20, 2017.
|
(32) |
Incorporated herein by reference to Exhibit 10.28 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(33) |
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.
|
(34) |
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.
|
(35) |
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.
|
(36) |
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.
|
(37) |
Incorporated herein by reference to Exhibit 4.43 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017.
|
(38) |
Incorporated herein by reference to Exhibit 10.29 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(39) |
Incorporated herein by reference to Exhibit 10.35 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(40) |
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.
|
(41) |
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.
|
(42) |
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.
|
(43) |
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.
|
(44) |
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.
|
(45) |
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.
|
(46) |
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.
|
(47) |
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.
|
(48) |
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.
|
(49) |
Incorporated herein by reference to Exhibit 10.34 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(50) |
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 20, 2017.
|
(51) |
Incorporated herein by reference to Exhibit 10.41 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(52) |
Incorporated herein by reference to Exhibit 10.48 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(53) |
Incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(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 10.51 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(57) |
Incorporated herein by reference to Exhibit 4.59 to the registrant’s annual report on Form 20-F filed with the Commission March 25, 2019.
|
(58) |
Incorporated herein by reference to Exhibit 10.60 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(59) |
Incorporated herein by reference to Exhibit 4.67 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(60) |
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 October 20, 2017.
|
(61) |
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 20, 2017.
|
(62) |
Incorporated herein by reference to Exhibit 4.69 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(63) |
Incorporated herein by reference to Exhibit 10.79 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(64) |
Incorporated herein by reference to Exhibit 10.80 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(65) |
Incorporated herein by reference to Exhibit 4.73 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(66) |
Incorporated herein by reference to Exhibit 10.81 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(67) |
Incorporated herein by reference to Exhibit 10.82 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(68) |
Incorporated herein by reference to Exhibit 4.77 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(69) |
Incorporated herein by reference to Exhibit 10.87 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(70) |
Incorporated herein by reference to Exhibit 10.88 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(71) |
Incorporated herein by reference to Exhibit 10.96 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(72) |
Incorporated herein by reference to Exhibit 10.90 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(73) |
Incorporated herein by reference to Exhibit 4.92 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(74) |
Incorporated herein by reference to Exhibit 10.96 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(75) |
Incorporated herein by reference to Exhibit 4.93 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(76) |
Incorporated herein by reference to Exhibit 4.94 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(77) |
Incorporated herein by reference to Exhibit 4.95 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(78) |
Incorporated herein by reference to Exhibit 10.99 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(79) |
Incorporated herein by reference to Exhibit 4.4 to the registrant’s report on Form 6-K filed with the Commission on May 17, 2019.
|
(80) |
Incorporated herein by reference to Exhibit 4.5 to the registrant’s report on Form 6-K filed with the Commission on May 17, 2019.
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
||
|
|
||
|
|
By:
|
/s/ Stamatios Tsantanis
|
|
|
Name:
|
Stamatios Tsantanis
|
|
|
Title:
|
Chairman & Chief Executive Officer
|
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
|
|
Consolidated Statements of Loss for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Notes to Consolidated Financial Statements
|
Notes
|
2019
|
2018
|
||||||||||
ASSETS
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
5
|
13,654
|
6,684
|
|||||||||
Restricted cash
|
5, 8
|
900
|
260
|
|||||||||
Accounts receivable trade, net
|
2
|
1,763
|
2,649
|
|||||||||
Inventories
|
6
|
3,862
|
5,289
|
|||||||||
Prepaid expenses
|
400
|
707
|
||||||||||
Other current assets
|
2, 8
|
1,252
|
887
|
|||||||||
Deferred voyage expenses
|
2
|
96
|
407
|
|||||||||
Total current assets
|
21,927
|
16,883
|
||||||||||
Fixed assets:
|
||||||||||||
Vessels, net
|
7
|
253,781
|
243,214
|
|||||||||
Other fixed assets, net
|
386
|
503
|
||||||||||
Total fixed assets
|
254,167
|
243,717
|
||||||||||
Other non-current assets:
|
||||||||||||
Deposits assets, non-current
|
5
|
1,325
|
3,495
|
|||||||||
Deferred charges, non-current
|
2
|
4,677
|
2,323
|
|||||||||
Restricted cash, non-current
|
5, 8
|
-
|
500
|
|||||||||
Right of use asset – leases
|
426
|
615
|
||||||||||
Other non-current assets
|
29
|
29
|
||||||||||
TOTAL ASSETS
|
282,551
|
267,562
|
||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||||||
Current liabilities:
|
||||||||||||
Current portion of long-term debt and other financial liabilities, net of deferred finance costs of $2,443 and $1,078, respectively
|
3, 8
|
183,066
|
16,195
|
|||||||||
Trade accounts and other payables
|
16,105
|
14,426
|
||||||||||
Due to related parties, net of deferred finance costs of $113 and NIL, respectively
|
4
|
24,237
|
-
|
|||||||||
Convertible notes, net of deferred finance costs of $17 and NIL, respectively
|
4
|
2,588
|
-
|
|||||||||
Accrued liabilities
|
6,881
|
4,634
|
||||||||||
Lease liability
|
10
|
108
|
118
|
|||||||||
Deferred revenue
|
2
|
4,296
|
890
|
|||||||||
Total current liabilities
|
237,281
|
36,263
|
||||||||||
Non-current liabilities:
|
||||||||||||
Long-term debt and other financial liabilities, net of current portion and deferred finance costs of NIL and $2,308, respectively
|
8
|
-
|
179,026
|
|||||||||
Due to related parties, non-current, net of deferred finance costs of NIL and NIL, respectively
|
4
|
-
|
19,349
|
|||||||||
Long-term portion of convertible notes, net of deferred finance costs of $212 and NIL, respectively
|
4
|
12,020
|
11,124
|
|||||||||
Lease liability, non-current
|
10
|
318
|
497
|
|||||||||
Deferred revenue, non-current
|
2
|
3,074
|
||||||||||
Total liabilities
|
252,693
|
246,259
|
||||||||||
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, 2019 and 2018; 26,900,050 and 2,666,184 shares issued and outstanding as at
December 31, 2019 and 2018, respectively
|
11
|
3
|
-
|
|||||||||
Additional paid-in capital
|
4
|
406,096
|
385,846
|
|||||||||
Accumulated deficit
|
(376,241
|
)
|
(364,543
|
)
|
||||||||
Total Stockholders’ equity
|
29,858
|
21,303
|
||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
282,551
|
267,562
|
Notes
|
2019
|
2018
|
2017
|
|||||||||||||
Revenues:
|
||||||||||||||||
Vessel revenue
|
2
|
89,523
|
94,859
|
77,710
|
||||||||||||
Commissions
|
2
|
(3,024
|
)
|
(3,339
|
)
|
(2,876
|
)
|
|||||||||
Vessel revenue, net
|
86,499
|
91,520
|
74,834
|
|||||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses
|
2
|
(36,641
|
)
|
(40,184
|
)
|
(34,949
|
)
|
|||||||||
Vessel operating expenses
|
(18,980
|
)
|
(20,742
|
)
|
(19,598
|
)
|
||||||||||
Management fees
|
(989
|
)
|
(1,042
|
)
|
(1,016
|
)
|
||||||||||
General and administration expenses
|
(5,989
|
)
|
(6,500
|
)
|
(5,081
|
)
|
||||||||||
Amortization of deferred dry-docking costs
|
(844
|
)
|
(634
|
)
|
(870
|
)
|
||||||||||
Depreciation
|
(11,016
|
)
|
(10,876
|
)
|
(10,518
|
)
|
||||||||||
Impairment loss
|
7
|
-
|
(7,267
|
)
|
-
|
|||||||||||
Operating income
|
12,040
|
4,275
|
2,802
|
|||||||||||||
Other income / (expenses), net:
|
||||||||||||||||
Interest and finance costs
|
12
|
(15,216
|
)
|
(16,415
|
)
|
(12,277
|
)
|
|||||||||
Interest and finance costs – related party
|
4 & 12
|
(8,629
|
)
|
(8,881
|
)
|
(5,122
|
)
|
|||||||||
Gain on debt refinancing
|
8
|
-
|
-
|
11,392
|
||||||||||||
Interest and other income
|
213
|
83
|
47
|
|||||||||||||
Foreign currency exchange losses, net
|
(52
|
)
|
(104
|
)
|
(77
|
)
|
||||||||||
Total other expenses, net
|
(23,684
|
)
|
(25,317
|
)
|
(6,037
|
)
|
||||||||||
Net loss before income taxes
|
(11,644
|
)
|
(21,042
|
)
|
(3,235
|
)
|
||||||||||
Income taxes
|
(54
|
)
|
(16
|
)
|
-
|
|||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||||||
Net loss per common share
|
||||||||||||||||
Basic and diluted
|
13
|
(0.76
|
)
|
(8.40
|
)
|
(1.35
|
)
|
|||||||||
Weighted average common shares outstanding
|
||||||||||||||||
Basic and diluted
|
13
|
15,332,755
|
2,507,087
|
2,389,719
|
Common stock
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Total
stockholders’
equity
|
|||||||||||||||||
# of Shares
|
Par
Value
|
|||||||||||||||||||
Balance, January 1, 2017
|
2,271,479
|
-
|
369,294
|
(338,462
|
)
|
30,832
|
||||||||||||||
Issuance of common stock (Note 11)
|
193,810
|
-
|
2,597
|
-
|
2,597
|
|||||||||||||||
Issuance of convertible notes (Note 3)
|
-
|
-
|
10,389
|
-
|
10,389
|
|||||||||||||||
Stock based compensation (Note 14)
|
-
|
-
|
730
|
-
|
730
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(3,235
|
)
|
(3,235
|
)
|
|||||||||||||
Balance, December 31, 2017
|
2,465,289
|
-
|
383,010
|
(341,697
|
)
|
41,313
|
||||||||||||||
Adoption of revenue recognition accounting policy adjustment (Note 2)
|
-
|
-
|
-
|
(1,788
|
)
|
(1,788
|
)
|
|||||||||||||
Issuance of common stock (Note 11)
|
120,000
|
-
|
1,541
|
-
|
1,541
|
|||||||||||||||
Stock based compensation (Note 14)
|
80,895
|
-
|
1,295
|
-
|
1,295
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(21,058
|
)
|
(21,058
|
)
|
|||||||||||||
Balance, December 31, 2018
|
2,666,184
|
-
|
385,846
|
(364,543
|
)
|
21,303
|
||||||||||||||
Issuance of common stock and warrants (Notes 4 & 11)
|
24,090,199
|
3
|
18,844
|
-
|
18,847
|
|||||||||||||||
Related parties liabilities released (Note 4)
|
-
|
96
|
-
|
96
|
||||||||||||||||
Stock based compensation (Note 14)
|
143,667
|
-
|
1,310
|
-
|
1,310
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(11,698
|
)
|
(11,698
|
)
|
|||||||||||||
Balance, December 31, 2019
|
26,900,050
|
3
|
406,096
|
(376,241
|
)
|
29,858
|
2019
|
2018
|
2017
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
11,016
|
10,876
|
10,518
|
|||||||||
Amortization of deferred dry-docking costs
|
844
|
634
|
870
|
|||||||||
Amortization of deferred finance charges
|
1,140
|
1,173
|
518
|
|||||||||
Amortization of convertible note beneficial conversion feature
|
3,713
|
4,339
|
2,127
|
|||||||||
Stock based compensation
|
1,310
|
1,295
|
730
|
|||||||||
Amortization of deferred finance charges - related party
|
3,745
|
7
|
13
|
|||||||||
Gain on debt refinancing
|
-
|
-
|
(11,392
|
)
|
||||||||
Impairment loss
|
-
|
7,267
|
-
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable trade, net
|
845
|
(511
|
)
|
(843
|
)
|
|||||||
Inventories
|
1,427
|
(492
|
)
|
(748
|
)
|
|||||||
Prepaid expenses
|
307
|
(424
|
)
|
401
|
||||||||
Other current assets
|
(212
|
)
|
(534
|
)
|
52
|
|||||||
Deferred voyage expenses
|
311
|
(707
|
)
|
-
|
||||||||
Deferred charges, non-current
|
(2,297
|
)
|
(32
|
)
|
(144
|
)
|
||||||
Other non-current assets
|
-
|
2
|
(26
|
)
|
||||||||
Trade accounts and other payables
|
1,679
|
5,499
|
2,345
|
|||||||||
Accrued liabilities
|
(5,502
|
)
|
(760
|
)
|
1,705
|
|||||||
Deferred revenue
|
3,406
|
(851
|
)
|
(109
|
)
|
|||||||
Deferred revenue, non-current
|
3,074
|
-
|
-
|
|||||||||
Net cash provided by operating activities
|
13,108
|
5,723
|
2,782
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Vessels acquisitions and improvements
|
(12,349
|
)
|
(30,921
|
)
|
(32,992
|
)
|
||||||
Net proceeds from sale of vessels
|
-
|
22,652
|
-
|
|||||||||
Other fixed assets, net
|
-
|
(558
|
)
|
-
|
||||||||
Net cash used in investing activities
|
(12,349
|
)
|
(8,827
|
)
|
(32,992
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
|
13,225
|
-
|
2,637
|
|||||||||
Proceeds from long term debt
|
6,422
|
67,130
|
34,500
|
|||||||||
Proceeds from convertible notes
|
-
|
-
|
9,000
|
|||||||||
Proceeds from related party debt
|
5,000
|
2,000
|
16,200
|
|||||||||
Payments of financing and stock issuance costs
|
(698
|
)
|
(1,153
|
)
|
(561
|
)
|
||||||
Repayments of long term debt
|
(17,598
|
)
|
(68,468
|
)
|
(36,435
|
)
|
||||||
Net cash provided by / (used in) financing activities
|
6,351
|
(491
|
)
|
25,341
|
||||||||
Net increase / (decrease) in cash and cash equivalents and restricted cash
|
7,110
|
(3,595
|
)
|
(4,869
|
)
|
|||||||
Cash and cash equivalents and restricted cash at beginning of period
|
7,444
|
11,039
|
15,908
|
|||||||||
Cash and cash equivalents and restricted cash at end of period
|
14,554
|
7,444
|
11,039
|
|||||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
14,144
|
18,504
|
14,661
|
|||||||||
Deposits
|
-
|
4,075
|
-
|
|||||||||
Noncash financing activities:
|
||||||||||||
Shares issued to settle unpaid interest in connection with financing – related party (Note 4)
|
2,115
|
-
|
-
|
|||||||||
Shares issued in lieu of interest payments in connection with financing – related party (Note 4)
|
3,846
|
-
|
-
|
|||||||||
Shares issued to settle deferred finance cost in connection with financing – related party (Note 4)
|
239
|
-
|
-
|
|||||||||
Unpaid interest waived – related party (Note 4)
|
96
|
-
|
-
|
|||||||||
Related party debt drawdown (Note 4)
|
2,000
|
-
|
-
|
|||||||||
Related party debt refinanced (Note 4)
|
(2,000
|
)
|
-
|
-
|
||||||||
Shares issued in connection with financing
|
-
|
1,541
|
-
|
|||||||||
Conversion of related party debt into convertible note
|
-
|
-
|
(4,750
|
)
|
1. |
Basis of Presentation and General Information:
|
a. |
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)(Note 7)
|
Marshall Islands
|
Gladiatorship
|
September 29, 2015
|
October 11, 2018
|
|||||
Guardian Shipping Co. (1)(Note 7)
|
Marshall Islands
|
Guardianship
|
October 21, 2015
|
November 19, 2018
|
|||||
Champion Ocean Navigation Co. Limited (1)(6)
|
Malta
|
Championship
|
December 7, 2015
|
November 7, 2018
|
|||||
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)(8)(Note 8)
|
Liberia
|
Knightship
|
December 13, 2016
|
June 29, 2018
|
|||||
Lord Ocean Navigation Co. (1)
|
Liberia
|
Lordship
|
November 30, 2016
|
N/A
|
|||||
Partner Shipping Co. Limited (1)(7)
|
Malta
|
Partnership
|
May 31, 2017
|
N/A
|
|||||
Pembroke Chartering Services Limited (1)(4)
|
Malta
|
N/A
|
N/A
|
N/A
|
|||||
Martinique International Corp. (1)(5)
|
British Virgin Islands
|
Bremen Max
|
September 11, 2008
|
March 7, 2014
|
|||||
Harbour Business International Corp. (1)(5)
|
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 (2)(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 Glory | May 21, 2010 |
October 15, 2012
|
|||||
Atlantic Grace Shipping Limited (2)(5) |
British Virgin Islands
|
N/A
|
N/A
|
N/A
|
|||||
Fellow Shipping Co. (1)(Note 7)
|
Marshall Islands
|
Fellowship
|
November 22, 2018
|
N/A
|
|||||
Champion Marine Co. (1)
|
Liberia
|
N/A
|
N/A
|
N/A
|
|||||
Champion Marine Co. (1)(8) |
Marshall Islands
|
N/A
|
N/A
|
N/A
|
(1) |
Subsidiaries wholly owned
|
(2) |
Former vessel-owning subsidiaries owned by Maritime Capital Shipping Limited (or “MCS”)
|
(3) |
Management companies
|
(4) |
Chartering services company
|
(5) |
Dormant companies
|
(6) |
Previously known as Champion Ocean Navigation Co., of the Republic of Liberia and redomiciled to the Republic of Malta on May 23, 2018
|
(7) |
Previously known as Partner Shipping Co., of the Republic of the Marshall Islands and redomiciled to the Republic of Malta on May 23, 2018
|
(8) |
Bareboat charterers
|
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
|
(n) |
Commitments and Contingencies
|
(o) |
Revenue Recognition
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Accounts receivable trade, net from spot charters
|
653
|
2,332
|
||||||
Accounts receivable trade, net from time charters
|
1,110
|
317
|
||||||
Total
|
1,763
|
2,649
|
(p) |
Leases
|
|
December 31,
2019
|
|||
Vessel revenues, net of commissions
|
55,701
|
|||
Voyage expenses
|
(33,109
|
)
|
||
Total
|
22,592
|
|
December 31,
2019
|
|||
Vessel revenues, net of commissions
|
30,798
|
|||
Voyage expenses
|
(3,532
|
)
|
||
Total
|
27,266
|
Customer
|
2019
|
2018
|
2017
|
|||||||||
A
|
19
|
%
|
26
|
%
|
17
|
%
|
||||||
B |
18
|
%
|
21
|
%
|
-
|
|||||||
C |
15
|
%
|
-
|
-
|
||||||||
D
|
-
|
11
|
%
|
17
|
%
|
|||||||
Total
|
52
|
%
|
58
|
%
|
34
|
%
|
(q) |
Sale and Leaseback Transactions
|
(r) |
Commissions
|
(s) |
Vessel Voyage Expenses
|
(t) |
Repairs and Maintenance
|
(u) |
Financing Costs
|
(v) |
Income Taxes
|
(w) |
Stock-based Compensation
|
(x) |
Earnings (Losses) per Share
|
(y) |
Segment Reporting
|
(z) |
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.
|
(aa) |
Debt Modifications and Extinguishments
|
(ab) |
Convertible Notes and related Beneficial Conversion Features
|
(ac) |
Distinguishing Liabilities from Equity
|
(ad) |
Going Concern
|
3.
|
Going Concern:
|
•
|
$65,523 final balloon installments with respect to three of the Company’s debt facilities.
|
•
|
$20,506 debt and other financial liabilities installments with respect to third party lenders.
|
•
|
$28,150 related party loans and notes installments and final balloon installments.
|
4.
|
Transactions with Related Parties:
|
a.
|
Securities Purchase Agreement:
|
b.
|
Convertible Notes:
|
|
Applicable
limit
|
Debt
discount
|
Accumulated
deficit
|
Debt
|
||||||||||||
Balance, December 31, 2017
|
17,750
|
(14,389
|
)
|
1,217
|
4,578
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
2,384
|
2,384
|
||||||||||||
Balance, December 31, 2018
|
17,750
|
(14,389
|
)
|
3,601
|
6,962
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
2,200
|
2,200
|
||||||||||||
Balance, December 31, 2019
|
17,750
|
(14,389
|
)
|
5,801
|
9,162
|
|
Additional
paid-in
capital
|
|||
Balance, December 31, 2017
|
14,189
|
|||
Balance, December 31, 2018
|
14,189
|
|||
Balance, December 31, 2019
|
14,189
|
Applicable
limit
|
Debt
discount
|
Accumulated
deficit
|
Debt
|
|||||||||||||
Balance, December 31, 2017
|
21,165
|
(21,165
|
)
|
2,207
|
2,207
|
|||||||||||
Additions
|
3,500
|
-
|
-
|
-
|
||||||||||||
Amortization (Note 12)
|
-
|
-
|
1,955
|
1,955
|
||||||||||||
Balance, December 31, 2018
|
24,665
|
(21,165
|
)
|
4,162
|
4,162
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
1,513
|
1,513
|
||||||||||||
Balance, December 31, 2019
|
24,665
|
(21,165
|
)
|
5,675
|
5,675
|
Additional
paid-in
capital
|
||||
Balance, December 31, 2017
|
21,165
|
|||
Balance, December 31, 2018
|
21,165
|
|||
Balance, December 31, 2019
|
21,165
|
c.
|
Loan Agreements:
|
d.
|
Frontier Services Agreement:
|
5.
|
Cash and Cash Equivalents and Restricted Cash:
|
December 31,
2019
|
December 31,
2018
|
|||||||
Cash and cash equivalents
|
13,654
|
6,684
|
||||||
Restricted cash
|
900
|
260
|
||||||
Restricted cash, non-current
|
-
|
500
|
||||||
Total
|
14,554
|
7,444
|
6.
|
Inventories:
|
December 31,
2019
|
December 31,
2018
|
|||||||
Lubricants
|
522
|
556
|
||||||
Bunkers
|
3,340
|
4,733
|
||||||
Total
|
3,862
|
5,289
|
7.
|
Vessels, Net:
|
December 31,
2019
|
December 31,
2018
|
|||||||
Cost:
|
||||||||
Beginning balance
|
270,814
|
275,582
|
||||||
- Additions
|
21,466
|
28,789
|
||||||
- Disposals
|
-
|
(26,290
|
)
|
|||||
- Impairment charges
|
-
|
(7,267
|
)
|
|||||
Ending balance
|
292,280
|
270,814
|
||||||
Accumulated depreciation:
|
||||||||
Beginning balance
|
(27,600
|
)
|
(20,852
|
)
|
||||
- Additions
|
(10,899
|
)
|
(10,793
|
)
|
||||
- Disposals
|
-
|
4,045
|
||||||
Ending balance
|
(38,499
|
)
|
(27,600
|
)
|
||||
Net book value
|
253,781
|
243,214
|
8.
|
Long-Term Debt and Other Financial Liabilities:
|
December31,
2019
|
December 31,
2018
|
|||||||
Long-term debt and other financial liabilities
|
185,509
|
198,607
|
||||||
Less: Deferred financing costs
|
(2,443
|
)
|
(3,386
|
)
|
||||
Total
|
183,066
|
195,221
|
||||||
Less - current portion
|
(183,066
|
)
|
(16,195
|
)
|
||||
Long-term portion
|
-
|
179,026
|
|
• |
a minimum earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest coverage ratio;
|
|
• |
a minimum borrower’s liquidity;
|
|
• |
a minimum guarantor’s liquidity;
|
|
• |
a security coverage requirement; and
|
|
• |
a leverage ratio.
|
Twelve month periods ending
|
Amount
|
|||
December 31, 2020
|
82,726
|
|||
December 31, 2021
|
14,058
|
|||
December 31, 2022
|
43,960
|
|||
December 31, 2023
|
21,011
|
|||
Thereafter
|
23,754
|
|||
Total
|
185,509
|
9.
|
Financial Instruments:
|
|
• |
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.
|
(a)
|
Significant Risks and Uncertainties, including Business and Credit Concentration
|
(b)
|
Fair Value of Financial Instruments
|
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 and other financial liabilities: The carrying value of long-term debt and other financial liabilities with variable interest rates approximates the fair market value as the long-term debt and other financial
liabilities bear 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, 2019, and the carrying value of $7,000 approximates the fair market value of $6,907. The fair value of the fixed interest long-term debt has been obtained through Level 2 inputs of the fair value hierarchy.
|
10. |
Commitments and Contingencies:
|
Twelve month periods ending December 31,
|
Amount
|
|||
2020
|
45,736
|
|||
2021
|
44,234
|
|||
2022
|
29,475
|
|||
2023
|
5,035
|
|||
Total
|
124,480
|
Twelve month periods ending December 31,
|
Amount
|
|||
2020
|
127
|
|||
2021
|
180
|
|||
2022
|
182
|
|||
2023
|
53
|
|||
Total
|
542
|
|||
Less: imputed interest
|
116
|
|||
Present value of lease liabilities
|
426
|
|||
Lease liabilities, current
|
108
|
|||
Lease liabilities, non-current
|
318
|
|||
Present value of lease liabilities
|
426
|
11.
|
Capital Structure:
|
(a)
|
Common Stock
|
(b)
|
Warrants
|
Warrant
|
|
Shares to be issued upon
exercise of remaining
warrants
|
|
Class A
|
|
766,666
|
|
Class B
|
|
6,653,529
|
|
Representative Warrant
|
|
210,000
|
|
Total
|
|
7,630,195
|
|
12.
|
Interest and Finance Costs:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Interest on long-term debt and other financial liabilities
|
13,630
|
14,819
|
11,698
|
|||||||||
Amortization of debt issuance costs
|
738
|
1,173
|
518
|
|||||||||
Amortization of shares issued to third party (non-cash)
|
402
|
-
|
-
|
|||||||||
Other
|
446
|
423
|
61
|
|||||||||
Total
|
15,216
|
16,415
|
12,277
|
13.
|
Loss per Share:
|
|
For the years ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||
|
||||||||||||
Weighted average common shares outstanding – basic and diluted
|
15,332,755
|
2,507,087
|
2,389,719
|
|||||||||
Net loss per common share – basic and diluted
|
$
|
(0.76
|
)
|
$
|
(8.40
|
)
|
$
|
(1.35
|
)
|
14.
|
Equity Incentive Plan:
|
Number of
Shares
|
Weighted
Average
Grant
Date Price
|
|||||||
Outstanding at December 31, 2016
|
43,514
|
$
|
25.05
|
|||||
Vested
|
(18,340
|
)
|
26.55
|
|||||
Outstanding at December 31, 2017
|
25,174
|
$
|
24.00
|
|||||
Granted
|
84,000
|
15.53
|
||||||
Vested
|
(71,607
|
)
|
15.53
|
|||||
Forfeited
|
(3,066
|
)
|
18.60
|
|||||
Outstanding at December 31, 2018
|
34,501
|
$
|
16.35
|
|||||
Granted
|
144,000
|
9.15
|
||||||
Vested
|
(130,499
|
)
|
7.02
|
|||||
Forfeited
|
(333
|
)
|
9.15
|
|||||
Outstanding at December 31, 2019
|
47,669
|
$
|
8.36
|
15.
|
Subsequent Events
|
|
a) |
On January 14, 2020, the Company received a second written notification from the NASDAQ Stock Market, indicating that the Company is eligible for an additional
180 calendar day period, from January 13, 2020 to July 13, 2020, to regain compliance with the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, as the Company was not in
compliance with Nasdaq Listing Rule 5550(a)(2). The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period.
During this time, the Company’s common stock will continue to be listed and trade on the Nasdaq Capital Market.
|
|
b) |
On February 24, 2020, the Compensation Committee granted an aggregate of 2,500,000 restricted shares of common stock pursuant to the Plan. Of the total 2,500,000 shares issued, 720,000 shares were
granted to the non-executive members of the board of directors, 685,000 were granted to the executive officers, 970,000 shares were granted to certain of the Company’s non-executive employees and 125,000 shares were granted to
the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $0.32. All the shares will vest in equal tranches on each of the grant date, October 1, 2020 and October
1, 2021.
|
|
c) |
On February 24, 2020, the Company received approval from the credit committee of Alpha Bank A.E. to, inter alia, amend the applicable thresholds and extend the
maturities of the two credit facilities with the bank to December 31, 2022. This approval is subject to completion of definitive documentation.
|
2019
|
2018
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
7,163
|
792
|
||||||
Restricted cash
|
50
|
50
|
||||||
Other current assets
|
278
|
222
|
||||||
Total current assets
|
7,491
|
1,064
|
||||||
Non-current assets:
|
||||||||
Investments in subsidiaries*
|
62,484
|
52,999
|
||||||
Total non-current assets
|
62,484
|
52,999
|
||||||
TOTAL ASSETS
|
69,975
|
54,063
|
||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||
Current liabilities:
|
||||||||
Convertible notes, net of deferred finance costs of $17 and NIL, respectively
|
2,588
|
-
|
||||||
Due to related parties, net of deferred finance costs of $113 and NIL, respectively
|
24,237
|
-
|
||||||
Trade accounts and other payables
|
883
|
433
|
||||||
Accrued liabilities
|
389
|
1,854
|
||||||
Total current liabilities
|
28,097
|
2,287
|
||||||
Non-current liabilities:
|
||||||||
Due to related parties, non-current, net of deferred finance costs of NIL and NIL, respectively
|
-
|
19,349
|
||||||
Long-term portion of convertible notes, net of deferred finance costs of $212 and NIL, respectively
|
12,020
|
11,124
|
||||||
Total liabilities
|
40,117
|
32,760
|
||||||
Commitments and contingencies
|
-
|
-
|
||||||
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, 2019 and 2018; 26,900,050 and 2,666,184 shares issued and outstanding as at
December 31, 2019 and 2018, respectively
|
3
|
-
|
||||||
Additional paid-in capital
|
406,096
|
385,846
|
||||||
Accumulated deficit
|
(376,241
|
)
|
(364,543
|
)
|
||||
Total Stockholders’ equity
|
29,858
|
21,303
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
69,975
|
54,063
|
2019
|
2018
|
2017
|
||||||||||
Expenses:
|
||||||||||||
General and administration expenses
|
(3,136
|
)
|
(3,380
|
)
|
(2,642
|
)
|
||||||
Operating loss
|
(3,136
|
)
|
(3,380
|
)
|
(2,642
|
)
|
||||||
Other (expenses) / income, net:
|
||||||||||||
Interest and finance cost – related party
|
(8,629
|
)
|
(8,881
|
)
|
(5,122
|
)
|
||||||
Gain on debt refinancing
|
-
|
-
|
11,392
|
|||||||||
Other, net
|
(22
|
)
|
(327
|
)
|
(29
|
)
|
||||||
Total other (expenses) / income, net
|
(8,651
|
)
|
(9,208
|
)
|
6,241
|
|||||||
Equity in loss of subsidiaries*
|
89
|
(8,470
|
)
|
(6,834
|
)
|
|||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||
Net loss per common share
|
||||||||||||
Basic
|
(0.76
|
)
|
(8.40
|
)
|
(1.35
|
)
|
||||||
Weighted average common shares outstanding
|
||||||||||||
Basic
|
15,332,755
|
2,507,087
|
2,389,719
|
2019
|
2018
|
2017
|
||||||||||
Net cash (used in) / provided by operating activities
|
(4,090
|
)
|
(5,609
|
)
|
6,314
|
|||||||
Cash flows used in investing activities:
|
||||||||||||
Investments in subsidiaries
|
(7,764
|
)
|
2,413
|
(40,972
|
)
|
|||||||
Net cash (used in) / provided by investing activities
|
(7,764
|
)
|
2,413
|
(40,972
|
)
|
|||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
|
13,225
|
-
|
2,637
|
|||||||||
Proceeds from convertible notes
|
-
|
-
|
9,000
|
|||||||||
Proceeds from related party debt
|
5,000
|
2,000
|
16,200
|
|||||||||
Net cash provided by financing activities
|
18,225
|
2,000
|
27,837
|
|||||||||
Net increase / (decrease) in cash and cash equivalents and restricted cash
|
6,371
|
(1,196
|
)
|
(6,821
|
)
|
|||||||
Cash and cash equivalents and restricted cash at beginning of period
|
842
|
2,038
|
8,859
|
|||||||||
Cash and cash equivalents and restricted cash at end of period
|
7,213
|
842
|
2,038
|
|||||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
164
|
3,648
|
2,773
|
|||||||||
Noncash financing activities:
|
||||||||||||
Shares issued to settle unpaid interest in connection with financing – related party
|
2,115
|
-
|
-
|
|||||||||
Shares issued in lieu of interest payments in connection with financing – related party
|
3,846
|
-
|
-
|
|||||||||
Shares issued to settle deferred finance cost in connection with financing – related party
|
239
|
-
|
-
|
|||||||||
Unpaid interest waived – related party
|
96 | |||||||||||
Related party debt drawdown
|
2,000
|
-
|
-
|
|||||||||
Related party debt refinanced
|
(2,000
|
)
|
-
|
-
|
||||||||
Shares issued in connection with financing
|
-
|
1,541
|
-
|
|||||||||
Conversion of related party debt into convertible note
|
-
|
-
|
(4,750
|
)
|
1. |
Basis of Presentation
|
2. |
Transactions with Related Parties
|
3. |
Guarantee
|
4. |
Restrictions Which Limit the Payment of Dividends
|
FOURTH SUPPLEMENTAL AGREEMENT
in relation to a Loan Agreement dated 6th March, 2015
for a loan facility of (initially) up to US$8,750,000
|
CLAUSE
|
HEADINGS
|
PAGE
|
1.
|
DEFINITIONS
|
2
|
2.
|
BORROWER’S ACKNOWLEDGMENT OF INDEBTEDNESS
|
3
|
3.
|
REPRESENTATIONS AND WARRANTIES
|
3
|
4.
|
AGREEMENT OF THE LENDER
|
5
|
5.
|
CONDITIONS
|
5
|
6.
|
VARIATIONS TO THE PRINCIPAL AGREEMENT
|
6
|
7.
|
WAIVER OF CERTAIN COVENANTS
|
9
|
8.
|
CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
|
10
|
9.
|
ENTIRE AGREEMENT AND AMENDMENT
|
10
|
10.
|
FEES AND EXPENSES
|
10
|
11.
|
MISCELLANEOUS
|
11
|
12.
|
LAW AND JURISDICTION
|
11
|
(1) |
ALPHA BANK A.E., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting, except as
otherwise herein provided through its office at 93 Akti Miaouli, Piraeus, Greece (hereinafter called the “Lender”, which expression shall include its successors and assigns); and
|
(2) |
LEADER SHIPPING CO., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands having its registered office at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Borrower”, which expression shall
include its successors);
|
(A) |
the Borrower hereby acknowledges and confirms that (a) the Lender has advanced to the Borrower the full amount of the Loan in the principal amount of United States Dollars Eight million seven hundred fifty thousand Dollars (US$8,750,000) and (b) as of the Effective Date the principal amount of United States Dollars Five Million Five Hundred Two Thousand Nine Hundred Fifty Three and six cents ($5,502,953.06) in respect of the Loan remains outstanding;
|
(B) |
pursuant to a guarantee dated 17th March 2015 as amended and/or supplemented by (a) a deed of amendment of guarantee
dated 23rd December, 2015 (the “Guarantee
Deed of Amendment No. 1”), (b) a second deed of amendment of guarantee dated 28th July, 2016 (the “Guarantee Deed of Amendment No. 2”) and (b) a third deed of amendment of guarantee dated
29th June, 2018 (the “Guarantee
Deed of Amendment No. 3”) (the said guarantee as amended and/or supplemented by the Guarantee Deed of Amendment No. 1, the Guarantee Deed of Amendment No. 2 and the Guarantee Deed of Amendment No. 3 is hereinafter called the “Corporate Guarantee”) Seanergy Maritime Holdings Corp., of the
Marshall Islands (the “Corporate Guarantor”) irrevocably and unconditionally guaranteed the due and timely repayment of the Loan and interest and default interest accrued thereon and the performance
of all the obligations of the Borrower under the Loan Agreement and the Security Documents executed in accordance thereto;
|
(C) |
the Borrower and the other Security Parties have requested the Lender to grant its consent to (inter alia):
|
|
(a) |
the waiver of the excess earnings mechanism set out in Clause 13.2 (Earnings Account) of the Principal
Agreement for the Financial Years ending 31 December 2018 and 31 December 2019;
|
|
(b) |
the temporary waiver (from 1st January 2019 until the 31st of December
2019) of the minimum liquidity covenant set out in Clause 8.1(j) (Liquidity) of the Principal Agreement; For
the avoidance of doubt, the minimum liquidity covenant is only waived in relation to the Earnings Account of the Borrower and not in relation to any other account of the Borrower or the Corporate Guarantor or the Group;
|
|
(c) |
the amendment of the repayment schedule set out in Clause 4.1 (Repayment) of the Principal Agreement;
|
|
(d) |
the amendment of the Leverage covenant and the EBITDA covenant provided in Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement,
|
1.1 |
Defined terms and expressions
|
1.2 |
Additional definitions
|
1.3 |
Construction
|
|
(a) |
Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations;
|
|
(b) |
clause headings are inserted for convenience of reference only and shall be ignored in construing this Agreement;
|
|
(c) |
references to Clauses are to clauses of this Agreement save as may be otherwise expressly provided in this Agreement; and
|
|
(d) |
all capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
|
2.
|
BORROWER’S ACKNOWLEDGMENT OF INDEBTEDNESS
|
3.2 |
Additional representations and warranties
|
|
a. |
the Borrower is duly formed, is validly existing and in good standing under the laws of the place of its incorporation and has full power to carry on its business as it is now being conducted and to enter into and perform its obligations
under the Principal Agreement and this Agreement and has complied with all statutory and other requirements relative to its business and does not have an established place of business in any part of the United Kingdom or the USA;
|
|
b. |
all necessary licences, consents and authorities, governmental or otherwise under this Agreement and the Principal Agreement have been obtained and, as of the date of this Agreement, no further consents or authorities are necessary for
any of the Security Parties to enter into this Agreement or otherwise perform its obligations hereunder;
|
|
c. |
this Agreement constitutes the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;
|
|
d. |
the execution and delivery of, and the performance of the provisions of this Agreement do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any of the
Security Parties or its respective constitutional documents;
|
|
e. |
no action, suit or proceeding is pending or threatened against the Borrower or its assets before any court, board of arbitration or administrative agency which could or might result in any material adverse change in the business or
condition (financial or otherwise) of any of the Borrower or the other Security Parties;
|
|
f. |
the Borrower is not and at the Effective Date will not be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or obligation;
|
|
g. |
the Corporate Guarantor maintains Corporate Liquidity (including any contractually committed but undrawn parts of the Notes) in an amount equal to $500,000 per Fleet Vessel and an amount equal to
$500,000 for the Vessel is maintained in the Earnings Account outside of the waiver period as aforementioned;
|
|
h. |
No US Tax Obligor: Neither the Borrower nor the Corporate Guarantor is a US Tax Obligor; and
|
|
i. |
Sanctions:
|
|
(i) |
neither the Borrower nor the Corporate Guarantor is a Prohibited Person nor is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person and none of the Borrower or the Corporate
Guarantor owns nor controls a Prohibited Person; and
|
|
(ii) |
no proceeds of the Loan have been made available, directly or indirectly, to or for the benefit of a Prohibited Person or otherwise shall be, directly or indirectly, applied in a manner or for a purpose prohibited by Applicable
Sanctions; and
|
3.3 |
Survival
|
|
a. |
a certified true copy of the certificate of good standing or other equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrower and the Corporate Guarantor;
|
|
b. |
duly legalised resolutions duly passed by the Board of Directors of the Borrower and the Corporate Guarantor and duly legalised resolutions passed at a meeting of the shareholders of the Borrower and the Corporate Guarantor (and of any
corporate shareholder thereof), if applicable, evidencing approval of this Agreement or the Guarantee Deed of Amendment No. 4 and/or the DOC Amendment 2 as defined hereinbelow (as the case may be) and
authorising appropriate officers or attorneys–in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the
Lender;
|
|
c. |
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement or the Guarantee Deed of Amendment No. 4, including, but not limited to, certified and
duly legalised Certificates of Incumbency issued by any of the Directors of the Borrower and the Corporate Guarantor evidencing approval of this Agreement or the Guarantee Deed of Amendment No. 4 and/or
the DOC Amendment 2 as defined hereinbelow (and authorising appropriate officers or attorneys-in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such
approvals and authorisations as shall be acceptable to the Lender;
|
|
d. |
the original of any power(s) of attorney issued in favour of any person executing this Agreement or the Guarantee Deed of Amendment No. 4 and/or the DOC
Amendment 2 as defined hereinbelow on behalf of the Borrower and the Corporate Guarantor;
|
|
e. |
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement; evidence satisfactory to the Lender that the Corporate Guarantor maintains Liquidity in an amount equal to $500,000 per Fleet
Vessel; and
|
|
f. |
such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors as the Lender shall require.
|
5.2 |
Benefit
|
|
b. |
with effect as from the 25th February 2019, the following definitions of Clause 1.2 (Definitions) of the Principal Agreement shall be amended so as
to read as follows:
|
|
c. |
with effect as from the 25th February 2019, Clause 4.1 (Repayment) of the Principal Agreement shall be
deleted and replaced to read as follows:
|
|
(a) |
1st to 4th(both incl.) United States Dollars
One hundred thousand ($100,000)each; and
|
|
(b) |
5th United States Dollars Two hundred fifty thousand ($250,000);
|
|
d. |
with effect as from the 25th February 2019, Clause 8.1 (j) (Liquidity) of the Principal Agreement shall be
deleted and replaced to read as follows:
|
|
e. |
with effect as from the 25th February 2019, sub-clause (b) (Leverage) of Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
|
f. |
with effect as from the 25th February 2019, sub-clause (c) (EBITDA) of Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
|
g. |
with effect as from the 25th February 2019, Schedule 3 of the Principal Agreement shall be deleted and replaced to read as follows:
|
To:
|
ALPHA BANK A.E.
|
93 Akti Miaouli,
|
|
Piraeus, Greece
|
|
(the “Lender”)
|
|
From:
|
LEADER SHIPPING CO.,
|
of the Marshall Islands
|
|
(the “Borrower”)
|
|
Dated: [●], 20[●]
|
|
RE: |
Loan Agreement dated [●] March, 2015 made between (1) the Borrower and (2) the Lender, in respect of a loan facility of up to US$8,750,000 (the “Loan Agreement”).
|
1.
|
Financial Covenants:
|
|
(a) |
the Leverage Ratio has not been and at the date hereof is not higher than 0.85:1 (applicable for the time period beginning on 1st
January 2019 and ending on 31st March 2020) OR the Leverage Ratio has not been and at the date hereof is not higher than 0.75:1 (applicable for all other periods ) ; and
|
|
(b) |
the consolidated interest cover ratio (EBITDA to Net Interest Expense) is not lower than 1:1 commencing on 1st January 2019
(applicable for the time period beginning on 1st January 2019and ending on 31st March 2020) OR the consolidated interest cover ratio (EBITDA to Net Interest Expense) is not lower than 2:1 (applicable for all other periods); and
|
2.
|
Default:
|
Signed: |
Name: [………………………….]
|
Title: Chief Financial Officer”
|
7.2 |
Excess earnings mechanism
|
9.1 |
Entire Agreement
|
9.2 |
Supplemental – Effect on Principal Agreement
|
10. |
FEES AND EXPENSES
|
10.1 |
Up-front fee
|
10.2 |
Indemnity
|
10.3 |
Stamp duty etc.
|
11. |
MISCELLANEOUS
|
12. |
LAW AND JURISDICTION
|
12.1 |
Governing Law
|
THE BORROWER
|
|||
SIGNED by
|
)
|
||
Mrs. Maria Moschopoulou
|
)
|
||
for and on behalf of
|
)
|
/s/ Maria Moschopoulou
|
|
LEADER SHIPPING CO.
|
)
|
|
|
of the Marshall Islands, in the presence of:
|
)
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri |
Name
|
Lilian Kouleri
|
|
Address:
|
13 Defteras Merarchias Str.,
|
|
|
Piraeus, Greece
|
|
Occupation:
|
Attorney-at-law
|
SIGNED by
|
)
|
/s/ Konstantinos Flokos
|
|
Mr. Konstantinos Flokos
|
)
|
||
and Mrs. Chrysanthi Papathanasopoulou
|
)
|
Attorney-in-fact
|
|
for and on behalf of
|
)
|
||
ALPHA BANK A.E.
|
)
|
/s/ Chrysanthi Papathanasopoulou
|
|
in the presence of:
|
)
|
|
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri |
Name:
|
Lilian Kouleri
|
|
Address:
|
13 Defteras Merarchias Str.,
|
|
|
Piraeus, Greece | |
Occupation:
|
Attorney-at-law
|
$4,000,000
|
Athens, Greece
|
May 29, 2019
|
THE MAKER:
|
|||
SEANERGY MARITIME HOLDINGS CORP.
|
|||
|
|||
By:
|
|
/s/ Stamatios Tsantanis |
|
Name:
|
Stamatios Tsantanis |
|
Title:
|
Chief Executive Officer |
THE HOLDER:
|
|||
JELCO DELTA HOLDING CORP.
|
|||
By:
|
/s/ Alastair Macdonald |
|
Name:
|
Alastair Macdonald | |
|
Title:
|
Director |
Name and Address of Investor
|
Principal Amount Owned as of
29 May 2019
|
|||
Jelco Delta Holding Corp.
|
$
|
3,800,000
|
||
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
|
|
(B) |
Confirmation of Agreement. Except as expressly set forth herein, the Note is ratified and confirmed in all respects and shall
remain in full force and effect in accordance with its terms, and each reference in the Note to “this Note” shall mean the Note as amended by this Twelfth Amendment.
|
(C) |
Counterparts; Effectiveness. This Twelfth Amendment may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Twelfth Amendment shall become effective
when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.
|
(D) |
Governing Law; Consent to Jurisdiction. This Twelfth
Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Twelfth
Amendment shall be exclusively referred to arbitration in London and conducted in accordance with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof,
and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one
arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint
its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the third arbitrator shall
be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty one days of the two arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the
LMAA then in effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings in relation to any and all disputes arising out of or in
connection with this Twelfth Amendment or the other documents contemplated thereby, which involve common questions of fact or law, and to make any orders ancillary to the same, including,
without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, each party
to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal
for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal.
|
THE MAKER:
|
SEANERGY MARITIME HOLDINGS CORP.
|
|
/s/ Stamatios Tsantanis
|
By:
|
|
|
Name: Stamatios Tsantanis | ||
|
Title: Chief Executive Officer |
THE HOLDER:
|
|
JELCO DELTA HOLDING CORP.
|
/s/ Alastair Macdonald
|
By:
|
|||
|
Name: Alastair Macdonald | ||
|
Title: Director
|
Clause
|
Page
|
|
1
|
Definitions and Interpretation
|
4
|
2
|
Agreement of the Lender
|
5
|
3
|
Conditions Precedent
|
5
|
4
|
Representations
|
5
|
5
|
Amendments to Facility Agreement and other Finance Documents
|
6
|
6
|
Further Assurance
|
12
|
7
|
Costs and Expenses
|
12
|
8
|
Notices
|
12
|
9
|
Counterparts
|
12
|
10
|
Governing Law
|
12
|
11
|
Enforcement
|
12
|
Schedules
|
||
Schedule 1 Conditions Precedent
|
14
|
|
Execution
|
||
Execution Pages
|
16
|
(1) |
PREMIER MARINE CO., 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 a borrower ("Borrower A");
|
(2) |
FELLOW SHIPPING CO., 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 a borrower ("Borrower B" and together with Borrower A, the "Borrowers");
|
(3) |
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
|
(4) |
UNICREDIT BANK AG as lender (the "Lender").
|
(A) |
By the Facility Agreement, the Lender agreed to make available to the Borrowers a facility of (originally) up to US$52,704,790, of which US$39,840,790 is outstanding at the date of this Agreement.
|
(B) |
The Obligors have requested that the Lender gives its consent to:
|
|
(a) |
reduce the four Repayment Instalments (as defined in the Facility Agreement) falling due on 26 March 2019, 25 June 2019, 25 September 2019 and 27 December 2019 respectively, each by an amount of US$552,000 (from
US$1,552,000 to US$1,000,000) and increase the Repayment Instalment payable on 29 December 2020 by the deferred amount of US$2,208,000 (from US$30,976,790 to US$33,184,790); and
|
|
(b) |
amend the financial covenants of the Guarantor under paragraphs (a), (b) and (c) of clause 21.1 (Financial Covenants) of the Facility Agreement,
|
|
|
together, the "Request".
|
(C) |
The Lender agrees to the Request subject to (inter alia) the following conditions:
|
|
(a) |
execution of a corporate undertaking by the Guarantor in form and substance satisfactory to the Lender;
|
|
(b) |
supply of a written update of the Guarantor’s Cash (as defined in the Facility Agreement) position on a monthly basis with effect from 26 March 2019 until 27 December 2019; and
|
|
(c) |
increase of the Applicable Margin to 4.20 per cent. per annum with effect from 26 March 2019 until 27 December 2019 (inclusive).
|
(D) |
This Agreement sets out the terms and conditions on which the Lender agrees, with effect on and from the Effective Date, to the Request and to the consequential amendments of the Facility Agreement and the other
Finance Documents in connection with those matters.
|
(a) |
the Request; and
|
(b) |
the consequential amendments to the Facility Agreement and the other Finance Documents.
|
(a) |
no continuing Event of Default (other than any Event of Default arising out of clauses 21.1 (a), (b) and (c) of the Facility Agreement, in respect of which all rights of the Lender are fully reserved) on the
date of this Agreement and the Effective Date having occurred or resulting from the occurrence of the Effective Date;
|
(b) |
the Repeating Representations to be made by each Obligor being true on the date of this Agreement and the Effective Date; and
|
(a) |
by deleting the definition of "Applicable Margin" from clause 1.1 thereof in its entirety and replacing it with the following:
|
|
(a) |
during the Waiver Period, 4.20 per cent. per annum; and
|
|
(b) |
in respect of any six-month period during the Security Period (other than during the Waiver Period):
|
|
(i) |
3.20 per cent. per annum, if the Security Cover Ratio is less than 125 per cent; or
|
|
(ii) |
3 per cent. per annum, if the Security Cover Ratio is (i) equal to, or higher than 125 per cent. and (ii) equal to, or less than 166.67 per cent.; or
|
|
(iii) |
2.75 per cent. per annum, if the Security Cover Ratio is higher than 166.67 per cent,
|
(b) |
by inserting in clause 1.1 thereof the following new definitions in the requisite alphabetical order:
|
|
(a) |
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and
investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
|
|
(b) |
in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time
which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
|
(a)
|
formally designated, nominated or recommended as the replacement for a Screen Rate by:
|
|
(i) |
the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or
|
|
(ii) |
any Relevant Nominating Body,
|
(b)
|
in the opinion of the Lender and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that
Screen Rate; or
|
(c)
|
in the opinion of the Lender and the Borrowers, an appropriate successor to a Screen Rate.
|
(b)
|
|
(A)
|
the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or
|
(ii)
|
the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to
continue to provide that Screen Rate;
|
(iii)
|
the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or
|
(c)
|
the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
|
(d)
|
in the opinion of the Lender and the Borrowers, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
|
|
(a) |
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation
Schedule;
|
|
(b) |
in relation to any other applicable Bail-In Legislation:
|
|
(i) |
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other
financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that Bail-In Legislation that are related to or ancillary to any of those powers; and
|
|
(ii) |
any similar or analogous powers under that Bail-In Legislation; and
|
|
(c) |
in relation to any UK Bail-In Legislation:
|
|
(i) |
any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or
other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
|
|
(ii) |
any similar or analogous powers under that UK Bail-In Legislation.";
|
(c) |
by inserting a new paragraph (e) in the definition of "Finance Documents" in clause 1.1 thereof as follows:
|
(d) |
by deleting the table in clause 6.1 thereof in its entirety and replacing it with the following new table:
|
Date
|
Repayment Instalment Amount ($)
|
||
27 December 2018
|
1,552,000
|
||
26 March 2019
|
1,000,000
|
||
25 June 2019
|
1,000,000
|
||
25 September 2019
|
1,000,000
|
||
27 December 2019
|
1,000,000
|
||
26 March 2020
|
1,552,000
|
||
25 June 2020
|
1,552,000
|
||
25 September 2020
|
1,552,000
|
||
29 December 2020
|
33,184,790
|
(e) |
by inserting the words "(other than during the Waiver Period)" after the words "the Security Period" at the fourth line of the last paragraph of clause 8.1 thereof;
|
(f) |
by inserting the following wording at the end of the last paragraph of clause 8.1 thereof:
|
(g) |
by inserting a new clause 10.6 (Replacement of Screen Rate) thereof as follows:
|
"10.6
|
Replacement of Screen Rate
|
(h) |
by deleting sub-paragraph (a) in clause 21.1 thereof in its entirety and replacing it with the following new sub-paragraph (a):
|
"(a)
|
the Leverage Ratio shall not exceed:
|
|
(i) |
at any time during the period commencing on 1 May 2018 and ending on 31 March 2020 (inclusive), 85 per cent.; and
|
|
(ii) |
from 1 April 2020 and at all times thereafter and throughout the remainder of the Security Period, 75 per cent.;";
|
(i) |
by deleting sub-paragraph (b) in clause 21.1 thereof in its entirety and replacing it with the following new sub-paragraph (b):
|
"(b)
|
the ratio of EBITDA to Net Interest Expense shall not be less than:
|
|
(i) |
at any time during the period commencing on 1 May 2018 and ending on 31 September 2018 (inclusive), 1,20:1;
|
|
(ii) |
at any time during the period commencing on 1 October 2018 and ending on 31 March 2020 (inclusive), 1:1; and
|
|
(ii) |
from 1 April 2020 and at all times thereafter and throughout the remainder of the Security Period, 2:1; and";
|
(j) |
by deleting sub-paragraph (c) in clause 21.1 thereof in its entirety and replacing it with the following new sub-paragraph (c):
|
(a) |
by inserting a new clause 33 (Bail-In) thereof as follows:
|
"33
|
Bail-In
|
33.1
|
Contractual recognition of bail-in
|
|
(a) |
any Bail-In Action in relation to any such liability, including (without limitation):
|
|
(i) |
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
|
|
(ii) |
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
|
|
(iii) |
a cancellation of any such liability; and
|
|
(b) |
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.",
|
(k) |
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/or supplemented by this Agreement; and
|
(l) |
by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and/or supplemented by this Agreement.
|
(a) |
by including in the relevant clause (Incorporation of Facility Agreement provisions) of that Finance Document, a cross reference to clause 33 (bail-in) of the Facility Agreement as amended and supplemented by this Agreement;
|
(b) |
the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement
and those Finance Documents as amended/or and supplemented by this Agreement;
|
(c) |
the definition of, and references throughout each of the Finance Documents to, the Mortgage shall be construed as if the same referred to the Mortgage as amended/or and supplemented by the Mortgage Addendum; and
|
(d) |
by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and/or supplemented by
this Agreement.
|
(a) |
the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents) and the Mortgage Addendum; and
|
(b) |
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
|
(a) |
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement
or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").
|
(b) |
The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
|
(c) |
This Clause 11.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.
|
(a) |
Without prejudice to any other mode of service allowed under any relevant law, each Obligor:
|
|
(i) |
irrevocably appoints Messrs E. J. C. Album Solicitors, presently of Landmark House, 190 Willifield Way, London NW11 6YA, England (attention: Mr. Edward Album, tel: +44 208 455 7653, fax: +44 208 457 5558
and email: ejca@mitgr.com) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
|
|
(ii) |
agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
|
(b) |
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within
14 days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
|
1 |
Obligors
|
2 |
Premiership Charter
|
2.1 |
Copy of the time charter in respect of Ship A dated 17 October 2018 and made between Borrower A as owner and ST Shipping and Transport Pte. Ltd. (the "Charterer") as
charterer (the "Premiership Charter") and of all documents signed or issued by Borrower A or the Charterer (or both of them) under or in connection with it.
|
2.2 |
Such documentary evidence as the Lender and its legal advisers may require in relation to the due authorisation and execution of the Premiership Charter by each of the parties thereto.
|
3 |
Security
|
3.1 |
A duly executed original of the Mortgage Addendum together with documentary evidence that the Mortgage Addendum has been duly registered as a valid addendum to the Mortgage in accordance with the laws of the
jurisdiction of the applicable Approved Flag.
|
3.2 |
A duly executed original of the Charterparty Assignment related to the Premiership Charter and of each document to be delivered under or pursuant to each of them.
|
3.3 |
A duly executed original of this Agreement.
|
4 |
Legal opinions
|
4.1 |
If an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Lender in the relevant jurisdiction, substantially in the form distributed to the Lender
before signing this Agreement.
|
4.2 |
Legal opinions of the legal advisers to the Lender in the jurisdiction of the applicable Approved Flag of the Ship and such other relevant jurisdictions as the Lender may require.
|
5 |
Other documents and evidence
|
5.1 |
A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into
and performance of the transactions contemplated by this Agreement, the Mortgage Addendum and the Guarantor’s Letter of Undertaking or for the validity and enforceability of any Finance Document as amended and/or supplemented by this
Agreement or by the Mortgage Addendum.
|
5.2 |
Evidence to the Lender’s satisfaction that the costs and expenses then due from the Borrowers pursuant to Clause 7 (Costs and Expenses) have been paid.
|
5.3 |
Evidence that the agent referred to in Clause 11.2 has accepted its appointment as agent for the service of process under this Agreement.
|
5.4 |
A duly executed original of the Guarantor’s Letter of Undertaking.
|
5.5 |
A written update of the Guarantor’s Cash position for March 2019, April 2019 and May 2019.
|
SIGNED by Stavros Gyftakis
|
)
|
||
duly authorised attorney-in-fact
|
)
|
/s/ Stavros Gyftakis
|
|
for and on behalf of
|
)
|
||
PREMIER MARINE CO.
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
||
SIGNED by Stavros Gyftakis
|
)
|
||
duly authorised attorney-in-fact
|
)
|
/s/ Stavros Gyftakis
|
|
for and on behalf of
|
)
|
||
FELLOW SHIPPING CO.
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
||
GUARANTOR
|
|||
SIGNED by Stavros Gyftakis
|
)
|
||
duly authorised attorney-in-fact
|
)
|
/s/ Stavros Gyftakis
|
|
for and on behalf of
|
)
|
||
SEANERGY MARITIME HOLDINGS
|
)
|
||
CORP.
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
LENDER
|
|||
SIGNED by Andreas Giakoumelos
|
)
|
||
and
|
)
|
/s/ Andreas Giakoumelos
|
|
duly authorised attorneys-in-fact
|
)
|
||
for and on behalf of
|
)
|
||
UNICREDIT BANK AG
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
THIRD SUPPLEMENTAL AGREEMENT
in relation to a Loan Agreement dated
4th November, 2015
for a loan facility of (initially) up to US$33,750,173
|
TABLE OF CONTENTS | ||
CLAUSE
|
HEADINGS
|
PAGE
|
1.
|
Definitions
|
2
|
2.
|
Borrower’s Acknowledgment of Indebtedness
|
3
|
3.
|
Representations and warranties
|
3
|
4.
|
Agreement of the Lender
|
5 |
5.
|
Conditions
|
5 |
6.
|
Variations to the Principal Agreement
|
6 |
7.
|
Waiver of certain covenants
|
11 |
8.
|
Continuance of Principal Agreement and the Security Documents
|
11 |
9.
|
Entire agreement and amendment
|
11 |
10.
|
Fees and expenses
|
12 |
11.
|
Miscellaneous
|
12 |
12.
|
Applicable law and jurisdiction
|
12 |
(1)
|
ALPHA BANK A.E., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting, except
as otherwise herein provided through its office at 93 Akti Miaouli, Piraeus, Greece (hereinafter called the “Lender”, which expression shall include its successors and assigns);
|
(2)
|
SQUIRE OCEAN NAVIGATION CO., a company duly incorporated and validly existing under the laws of the Republic of Liberia having its
registered office at 80 Broad Street, Monrovia, Republic of Liberia (hereinafter called the “Borrower”, which expression
shall include its successors); and
|
(3)
|
LEADER SHIPPING CO., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands having its
registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Collateral Owner”, which
expression shall include its successors);
|
(A) |
the Borrower and the Collateral Owner hereby acknowledge and confirm that (a) the Lender has advanced to the Borrower, the full amount of the Loan in the principal amount of United States Dollars Thirty three million seven hundred
fifty thousand one hundred seventy three ($33,750,173) and (b) as of the Effective Date the principal amount of United States Dollars Twenty Eight Million Six Hundred Eighty Seven Thousand Six Hundred Eight and Fifty cents ($28,687,608.50 ) in respect of the Loan remains outstanding;
|
(B) |
pursuant to a Guarantee dated 4th November 2015 as amended and/or supplemented by a first deed of amendment of guarantee dated 28th July, 2016 (the “First Amendment”) and a second deed of amendment of guarantee dated 29th June 2018 (the “Second Amendment”) (the said Guarantee as amended and/or supplemented by the First Amendment and the
Second Amendment is hereinafter called the “Guarantee”), Seanergy Maritime Holdings Corp., of the Marshall Islands (the “Guarantor”) irrevocably and unconditionally guaranteed the due and timely repayment of the Loan, and the interest and default interest accrued thereon and the performance of all the obligations of the Borrower under the
Loan Agreement and the Security Documents executed in accordance thereto;
|
(C) |
the Borrower and the other Security Parties have requested the Lender to grant its consent to (inter alia):
|
|
(a) |
the temporary waiver (from 1st January 2019 until the 31st of December 2019) of the minimum liquidity covenant set out in Clause 8.1(j) (Liquidity) of the Principal
Agreement; For the avoidance of doubt, the minimum liquidity covenant is only waived in relation to the Earnings Account of the Borrower and not in relation to any other account of the Borrower or the Guarantor or the Group;
|
|
(b) |
the amendment of the repayment schedule set out in Clause 4.1 (Repayment) of the Principal Agreement;
|
|
(c) |
the amendment of the Leverage covenant and the EBITDA covenant provided in Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement; and
|
|
(d) |
the amendment of the Security Requirement set out in Clause 1.2 (Definitions) of the Principal Agreement,
|
1.
|
DEFINITIONS
|
1.1
|
Defined terms and expressions
|
1.2
|
Additional definitions
|
1.3
|
Construction
|
(a)
|
Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations;
|
(b)
|
clause headings are inserted for convenience of reference only and shall be ignored in construing this Agreement;
|
(c)
|
references to Clauses are to clauses of this Agreement save as may be otherwise expressly provided in this Agreement; and
|
(d)
|
all capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
|
2.
|
BORROWER’S ACKNOWLEDGMENT OF INDEBTEDNESS
|
3.
|
REPRESENTATIONS AND WARRANTIES
|
3.1
|
Representations and warranties under the Principal Agreement
|
3.2
|
Additional representations and warranties
|
a.
|
each of the Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation and has full power to carry on its business as it is now being
conducted and to enter into and perform its obligations under the Principal Agreement and this Agreement and has complied with all statutory and other requirements relative to its business and does not have an established place of
business in any part of the United Kingdom or the USA;
|
b.
|
all necessary licences, consents and authorities, governmental or otherwise under this Agreement and the Principal Agreement have been obtained and, as of the date of this Agreement, no further consents
or authorities are necessary for any of the Security Parties to enter into this Agreement or otherwise perform its obligations hereunder;
|
c.
|
this Agreement constitutes the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;
|
d.
|
the execution and delivery of, and the performance of the provisions of this Agreement do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual
restriction binding on any of the Security Parties or its respective constitutional documents;
|
e.
|
no action, suit or proceeding is pending or threatened against the Borrower and the Collateral Owner or its assets before any court, board of arbitration or administrative agency which could or might
result in any material adverse change in the business or condition (financial or otherwise) of any of the Borrower or the other Security Parties;
|
f.
|
none of the Security Parties is not and at the Effective Date will not be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or
obligation;
|
g.
|
the Guarantor maintains Corporate Liquidity (including any contractually but undrawn parts of the Notes) in an amount equal to $500,000 per Fleet Vessel and an amount equal to
$500,000 for the Vessel is maintained in the Earnings Account outside of the waiver period as aforementioned;
|
h.
|
No US Tax Obligor: None of the Security Parties is a US Tax Obligor; and
|
i.
|
Sanctions:
|
(i)
|
None of the Security Parties is a Prohibited Person nor is controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person and none of the Borrower, the Collateral
Owner or the Guarantor controls a Prohibited Person; and
|
(ii)
|
no proceeds of the Loan have been made available, directly or indirectly, to or for the benefit of a Prohibited Person or otherwise shall be, directly or indirectly, applied in a manner or for a purpose
prohibited by Applicable Sanctions.
|
3.3
|
Survival
|
4.
|
AGREEMENT OF THE LENDER
|
5.
|
CONDITIONS
|
5.1
|
Conditions precedent
|
a.
|
a certificate of good standing or other equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrower, the Collateral Owner and the
Guarantor;
|
b.
|
duly legalised resolutions duly passed by the Board of Directors of the Borrower, the Collateral Owner and the Guarantor and duly legalised resolutions passed at a meeting of the shareholders of the
Borrower, the Collateral Owner and the Guarantor (and of any corporate shareholder thereof), if applicable, evidencing approval of this Agreement and/or the Collateral Security Documents and/or the Guarantee
Deed of Amendment No. 3 (as the case may be) and authorising appropriate officers or attorneys–in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of
such approvals and authorisations as shall be acceptable to the Lender;
|
c.
|
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement, including, but not limited to, certified and duly legalised Certificates of Incumbency issued
by any of the Directors of the Borrower, the Collateral Owner and the Guarantor evidencing approval of this Agreement and/or the Guarantee Deed of Amendment No. 3 and authorising appropriate officers or attorneys-in-fact to execute the
same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;
|
d.
|
the original of any power(s) of attorney issued in favour of any person executing this Agreement and/or the Guarantee Deed of Amendment No. 3 on behalf of the Borrower, the Collateral Owner, and the
Guarantor;
|
e.
|
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement;
|
f.
|
such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors as the Lender shall require;
|
g.
|
duly executed originals of the ST Charterparty Assignment, the Guarantee Deed of Amendment No. 3 and, where appropriate, duly registered in favour of the
Lender; and
|
h.
|
evidence satisfactory to the Lender that the Guarantor maintains Liquidity in an amount equal to $500,000 per Fleet Vessel.
|
6.
|
VARIATIONS TO THE PRINCIPAL AGREEMENT
|
6.1
|
Amendments
|
a.
|
with effect as from the 25th February 2019, the following new definition shall be added to Clause 1.2 (Definitions) of the Principal Agreement reading as follows:
|
b.
|
with effect as from the 25th February 2019, the following definitions of Clause 1.2 (Definitions) of the Principal Agreement shall be amended so as to read as follows:
|
c.
|
with effect as from the Effective Date, Clause 4.1 (Repayment) of the Principal Agreement shall be deleted and replaced to read as follows:
|
|
“4.1 |
Repayment. The Borrower shall and it is expressly undertaken by the Borrower to repay the Loan by (a) eleven (11) consecutive quarterly Repayment Instalments (the “Repayment Instalments”) to be repaid on each of the Repayment Dates so that the first be repaid on 13th
May 2019 and each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the immediately preceding Repayment Date with the last (the 11th) of such Repayment Instalments
falling due for payment on the Final Maturity Date and (b) the Balloon Instalment , payable on the Final Maturity Date; subject to the provisions of this Agreement, the
amount of each such instalment shall be as follows:
|
|
(a) |
1st to 3th (both incl.) United States Dollars Eight hundred forty three thousand seven hundred sixty and seventy five cents ($843,760.75) each;
|
(b)
|
4th to 11th (both incl.) United States Dollars Nine hundred eighteen thousand seven hundred sixty and seventy five cents ($918,760.75) each;
|
d.
|
with effect as from the 25th February 2019, Clause 8.1 (j) (Liquidity) of the Principal Agreement shall be deleted and replaced to read as
follows:
|
e.
|
with effect as from the 25th February 2019, sub-clause (b) (Leverage) of Clause 8.6 (Additional Financial
Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
f.
|
with effect as from the 25th February 2019, sub-clause (c) (EBITDA) of Clause 8.6 (Additional Financial
Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
g.
|
with effect as from the 25th February 2019, Schedule 3 of the Principal Agreement shall be deleted and replaced to read as follows:
|
|
To: |
ALPHA BANK A.E.
|
|
From: |
SQUIRE OCEAN NAVIGATION CO.,
|
|
Dated: [●], 2018
|
1.
|
Financial Covenants:
|
|
2. |
Default:
|
6.2
|
Security Documents
|
6.3
|
Construction
|
7.
|
WAIVER OF CERTAIN COVENANTS
|
8.
|
CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
|
9.
|
ENTIRE AGREEMENT AND AMENDMENT
|
9.1
|
Entire Agreement
|
9.2
|
Supplemental – Effect on Principal Agreement
|
10.
|
FEES AND EXPENSES
|
10.1
|
Up-front fee
|
10.2
|
Indemnity
|
10.3
|
Stamp duty etc.
|
11.
|
MISCELLANEOUS
|
12.
|
LAW AND JURISDICTION
|
12.1 |
Governing Law
|
12.2 |
Third Party Rights
|
THE BORROWER
|
|||
SIGNED by
|
)
|
||
Mrs. Maria Moschopoulou
|
)
|
||
for and on behalf of
|
)
|
/s/ Maria Moschopoulou
|
|
SQUIRE OCEAN NAVIGATION CO.
|
)
|
||
of Liberia, in the presence of:
|
)
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri
|
||
Name:
|
Lilian Kouleri
|
||
Address:
|
13 Defteras Merarchias Str.,
|
||
Piraeus, Greece
|
|||
Occupation:
|
Attorney-at-law
|
SIGNED by
|
)
|
||
Mrs. Maria Moschopoulou
|
)
|
||
for and on behalf of
|
)
|
/s/ Maria Moschopoulou
|
|
LEADER SHIPPING CO.
|
)
|
||
of Marshall Islands, in the presence of:
|
)
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri
|
||
Name:
|
Lilian Kouleri
|
||
Address:
|
13 Defteras Merarchias Str.,
|
||
Piraeus, Greece
|
|||
Occupation:
|
Attorney-at-law
|
SIGNED by
|
)
|
||
Mr. Konstantinos Flokos
|
)
|
/s/ Konstantinos Flokos
|
|
and Mrs. Chrysanthi Papathanasopoulou
|
)
|
Attorney-in-fact
|
|
for and on behalf of
|
)
|
||
ALPHA BANK A.E.
|
)
|
||
in the presence of:
|
)
|
/s/ Chrysanthi Papathanasopoulou
|
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri
|
||
Name:
|
Lilian Kouleri
|
||
Address:
|
13 Defteras Merarchias Str.,
|
||
|
Piraeus, Greece
|
||
Occupation:
|
Attorney-at-law
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
JELCO DELTA HOLDING CORP.
|
1.1 |
We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:
|
a) |
To delete the definition of “Applicable Margin” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the
following:
|
|
(a) |
during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum; and
|
|
(b) |
during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 8.5 per cent. per annum;”;
|
|
b) |
To delete Clause 3.4 (Interest Rate) of the Facility Agreement in its entirety and replacing it with the following:
|
|
(a) |
During the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), interest shall accrue on the Loan at a rate equal to the Applicable Margin; and
|
|
(b) |
During each Interest Period thereafter, interest shall accrue on the Loan at a rate equal to the sum of (a) the Applicable Margin and (b) the three (3) month London Interbank Offered Rate for deposits in Dollars determined at or
about 11.00 a.m. (London time) two (2) Banking Days prior to the first day of each Interest Period (“LIBOR”).”; and
|
|
c) |
To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Loan Agreement” as references to the Facility Agreement as
amended and supplemented by this Supplemental Letter.
|
2 |
Governing law and Jurisdiction
|
3 |
Process Agent
|
Yours faithfully
|
|
/s/ Alastair Macdonald
|
|
Alastair Macdonald
|
|
29 May 2019
|
|
for and on behalf of
|
|
Jelco Delta Holding Corp.
|
|
as Lender
|
/s/ Stavros Gyftakis
|
|
Stavros Gyftakis
|
|
29 May 2019
|
|
for and on behalf of
|
|
Seanergy Maritime Holdings Corp.
|
|
as Borrower
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
JELCO DELTA HOLDING CORP.
|
1.1
|
We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:
|
a)
|
To delete the definition of “Applicable Margin” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and
replacing it with the following:
|
(a)
|
during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum;
|
(b)
|
during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 6 per cent. per annum.”;
|
b)
|
To delete Clause 3.4 (Interest Rate) of the Facility Agreement in its entirety and replacing it with the following:
|
(a)
|
During the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), interest shall accrue on the Loan at a rate equal to the Applicable Margin; and
|
(b)
|
During each Interest Period thereafter, interest shall accrue on the Loan at a rate equal to the sum of (a) the Applicable Margin and (b) the three (3) month London Interbank Offered Rate for deposits in
Dollars determined at or about 11.00 a.m. (London time) two (2) Banking Days prior to the first day of each Interest Period (“LIBOR”).”; and
|
c)
|
To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Loan Agreement” as references to
the Facility Agreement as amended and supplemented by this Supplemental Letter.
|
2
|
Governing law and Jurisdiction
|
3
|
Process Agent
|
Yours faithfully
|
|
/s/ Alastair Macdonald
|
|
|
|
Alastair Macdonald
|
|
29 May 2019
|
|
for and on behalf of
|
|
Jelco Delta Holding Corp.
|
|
as Lender
|
/s/ Stavros Gyftakis
|
|
|
|
Stavros Gyftakis
|
|
29 May 2019
|
|
for and on behalf of
|
|
Seanergy Maritime Holdings Corp.
|
|
as Borrower
|
(A) |
Section 3 of the Note is deleted in its entirety and replaced with the following:
|
(B) |
Confirmation of Agreement. Except as expressly set forth herein, the Note is ratified and confirmed in all respects and shall
remain in full force and effect in accordance with its terms, and each reference in the Note to "this Note" shall mean the Note as amended by this Amendment No. 2.
|
(C) |
Counterparts; Effectiveness. This Amendment No. 2 may be executed in any number of counterparts (including by
facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument. This Amendment No. 2 shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.
|
(D) |
Governing Law; Consent to Jurisdiction. This Amendment No. 2 shall be governed by and construed in accordance with
the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Amendment No. 2 shall be exclusively referred to arbitration in London and conducted in accordance
with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes
hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one
party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed
shall appoint the third arbitrator within ten days, failing which the third arbitrator shall be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty one days of the two
arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the LMAA then in effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation
of proceedings or concurrent hearings in relation to any and all disputes arising out of or in connection with this Amendment No. 2 or the other documents contemplated thereby, which involve common questions of fact or law, and to
make any orders ancillary to the same, including, without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be
heard by a maximum of three arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant
tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of
the proceedings and/or constitution of such tribunal.
|
THE MAKER:
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
|
By: | /s/ Stamatios Tsantanis | ||
|
Name: Stamatios Tsantanis | ||
|
Title: Chief Executive Officer |
THE HOLDER:
|
|
JELCO DELTA HOLDING CORP.
|
|
By: | /s/ Alastair B. Macdonald |
|
Name: Alastair B. Macdonald | ||
|
Title: Director |
EMPEROR HOLDING LTD.
|
|
As guarantor
|
|
By: | /s/ Stamatios Tsantanis |
|
Name: Stamatios Tsantanis | ||
|
Title: Director |
Clause
|
Page
|
|
|
||
1
|
Definitions and Interpretation
|
2
|
2
|
Agreement of the Finance Parties
|
3
|
3
|
Conditions Precedent
|
3
|
4
|
Representations
|
3
|
5
|
Amendments to Facility Agreement and other Finance Documents
|
4
|
6
|
Further Assurance
|
7
|
7
|
Costs and Expenses
|
7
|
8
|
Notices
|
7
|
9
|
Counterparts
|
7
|
10
|
Governing Law
|
8
|
11
|
Enforcement
|
8
|
Schedules
|
||
Schedule 1 The Lenders
|
9
|
|
Schedule 2 Conditions Precedent
|
10
|
|
Execution
|
||
Execution Pages
|
11
|
(1) |
PARTNER SHIPPING CO. LIMITED, a company incorporated in the Republic of Malta whose registered address is at 147/1 St. Lucia Street, Valletta, VLT
1185, Malta as borrower (the "Borrower");
|
(2) |
SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at the Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands as corporate guarantor (the "Corporate Guarantor");
|
(3) |
AMSTERDAM TRADE BANK N.V. as arranger (the "Arranger");
|
(4) |
THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the "Original
Lenders");
|
(5) |
AMSTERDAM TRADE BANK N.V. as agent of the other Finance Parties (the "Facility Agent"); and
|
(6) |
AMSTERDAM TRADE BANK N.V. as security agent for the Secured Parties (the "Security Agent").
|
(A) |
By the Facility Agreement, the Lenders agreed to make available to the Borrower a facility of up to $20,890,000.
|
(B) |
The Borrower has already drawn down the following Advances:
|
|
(i) |
an Advance under Tranche A in the amount of $16,390,000;
|
|
(ii) |
an Advance under Tranche B in the amount of $563,635; and
|
|
(iii) |
an Advance under Tranche C in the amount of $563,635,
|
(C) |
The Obligors have requested that the Lenders and the other Finance Parties give their consent to:
|
|
(i) |
relax the financial covenants of the Corporate Guarantor under paragraphs (b) and (c) of clause 20.2 (Other financial covenants) of the Facility Agreement;
|
|
(ii) |
add the Luxembourg flag, the Cypriot flag and the Maltese flag as an Approved Flag in clause 1.1 (Definitions)
of the Facility Agreement; and
|
|
(iii) |
approve a one-off non-cash dividend distribution in respect of the financial results of the Borrower for the period from 25 May 2018 to 31 December 2018, as a set-off against certain amounts due to related
parties,
|
(D) |
This Agreement sets out the terms and conditions on which the Lenders and the other Finance Parties agree, with effect on and from the Effective Date, at the request of the Obligors, to the Request and to the
consequential amendment of the Facility Agreement and the other Finance Documents in connection with those matters.
|
1 |
DEFINITIONS AND INTERPRETATION
|
1.1 |
Definitions
|
1.2 |
Defined expressions
|
1.3 |
Application of construction and interpretation provisions of Facility Agreement
|
1.4 |
Agreed forms of new, and supplements to, Finance Documents
|
(a) |
in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or
|
(b) |
in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where clause 42.3 (other exceptions) of the Facility Agreement applies, all the Lenders.
|
1.5 |
Designation as a Finance Document
|
1.6 |
Third party rights
|
2 |
AGREEMENT OF THE FINANCE PARTIES
|
2.1 |
Agreement of the Lenders
|
(a) |
the Request; and
|
(b) |
the consequential amendments to the Facility Agreement and the other Finance Documents.
|
2.2 |
Agreement of the Finance Parties
|
2.3 |
Effective Date
|
3 |
CONDITIONS PRECEDENT
|
(a) |
no Default continuing on the date of this Agreement and the Effective Date or resulting from the occurrence of the Effective Date;
|
(b) |
the Repeating Representations to be made by each Obligor being true on the date of this Agreement and the Effective Date; and
|
(c) |
the Facility Agent having received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent on or before the Effective Date or such later date as the Facility Agent may agree with the Borrower.
|
4 |
REPRESENTATIONS
|
4.1 |
Facility Agreement representations
|
4.2 |
Finance Document representations
|
5 |
AMENDMENTS TO FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS
|
5.1 |
Specific amendments to the Facility Agreement
|
(a) |
by inserting the words "Luxembourg, Cypriot and Maltese" after the words "Marshall Islands" in the definition of "Approved Flag" in clause 1.1 thereof;
|
(b) |
by inserting a new definition of "Article 55 BRRD" in clause 1.1 thereof as follows:
|
(c) |
by deleting the words "Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms" in paragraph (a) of the definition "Bail-In
Legislation" in clause 1.1 thereof and replacing them with the words "Article 55 BRRD";
|
(d) |
by deleting paragraph (b) of the definition of "Bail-In Legislation" in clause 1.1 thereof in its entirety and replacing it with the following new paragraph (b):
|
|
"(b) |
in relation to any other state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to
time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.";
|
(e) |
by inserting a new definition of "Effective Date" in clause 1.1 thereof as follows:
|
(f) |
by inserting a new definition of "Supplemental Agreement" in clause 1.1 thereof as follows:
|
(g) |
by inserting a new definition of "UK Bail-In Legislation" in clause 1.1 thereof as follows:
|
(h) |
by inserting a new paragraph (c) in the definition of "Write-down and Conversion Powers" in clause 1.1 thereof as follows:
|
"(c)
|
in relation to any UK Bail-In Legislation:
|
|
(i) |
any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or
other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
|
(ii)
|
any similar or analogous powers under that UK Bail-In Legislation.";
|
(i) |
by deleting clause 19.3 thereof in its entirety and replacing it with the following:
|
|
(a) |
The Corporate Guarantor shall supply to the Facility Agent, quarterly (for the first three quarters, within 90 days after the end of such quarter and, for the fourth quarter, within 120 days after the year-end),
a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clauses 20 (Financial Covenants) and 24 (Security Cover) as at the date as at which those financial statements were drawn up.
|
|
(b) |
Each Compliance Certificate shall be signed by a director of the Borrower and, if required to be delivered with the financial statements delivered pursuant to paragraphs (a) and (b) of Clause 19.2 (Financial
statements).
|
(j) |
by inserting the words "(in relation to paragraph (b) below, other than the period commencing on the Effective Date of the Supplemental Agreement and ending on 31 December 2019)" at the end of the first line of
clause 20.2;
|
(k) |
by deleting paragraphs (b) and (c) of clause 20.2 thereof in their entirety and replacing them with the following paragraphs (b) and (c):
|
"(b)
|
the EBITDA to Net Interest Expense Ratio is at least equal to:
|
|
(i) |
from the date of this Agreement until the Effective Date of the Supplemental Agreement, 1.2:1;
|
|
(ii) |
from 1 January 2020 until 31 March 2020 (inclusive), 1:1; and
|
|
(iii) |
from 1 April 2020 and for the remainder of the Security Period, 2:1; and
|
|
(c) |
the Leverage Ratio does not exceed:
|
|
(i) |
from the date of this Agreement until 31 March 2020 (inclusive), 85 per cent.; and
|
|
(ii) |
from 1 April 2020 and for the remainder of the Security Period, 75 per cent.";
|
(l) |
by adding the following paragraph at the end of paragraph (b) of clause 21.18 thereof:
|
(m) |
by inserting new clause 21.24 in clause 21 thereof as follows:
|
"21.24
|
Maintenance of Required Amount
|
(n) |
by inserting new paragraphs 2.3 and 2.4 in Part C (Conditions Precedent to the Utilisation of an Advance under Tranche B or Tranche C) of Schedule 2 thereof as follows:
|
|
"2.3 |
The unaudited financial statements of the Borrower and the Corporate Guarantor for the financial quarter ending on:
|
(a)
|
in respect of the Advance to be utilised in or around June 2019, 31 March 2019; and
|
(b)
|
in respect of the Advance to be utilised in or around August 2019, 30 June 2019,
|
|
(a) |
a Compliance Certificate evidencing that no Default is continuing or would result from the utilisation of the proposed Advance; and
|
|
(b) |
budgets and projections for the next 12-month period in form and substance satisfactory to the Facility Agent, evidencing, to the satisfaction of the Facility Agent, that the Borrower and the Corporate Guarantor
are, and will remain, cash flow positive (after debt service)."
|
(o) |
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
|
(p) |
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.
|
5.2 |
Amendments to Finance Documents
|
(a) |
the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement
and those Finance Documents as amended and supplemented by this Agreement; and
|
(b) |
by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this
Agreement.
|
5.3 |
Finance Documents to remain in full force and effect
|
(a) |
the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents); and
|
(b) |
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
|
6 |
FURTHER ASSURANCE
|
7 |
COSTS AND EXPENSES
|
8 |
NOTICES
|
9 |
COUNTERPARTS
|
10 |
GOVERNING LAW
|
11 |
ENFORCEMENT
|
11.1 |
Jurisdiction
|
(a) |
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement
or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").
|
(b) |
The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
|
(c) |
This Clause 11.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with
jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.
|
11.2 |
Service of process
|
(a) |
Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
|
|
(i) |
irrevocably appoints Messrs E. J. C. Album Solicitors, presently of Landmark House, 190 Willifield Way, London NW11 6YA, England (attention: Mr Edward Album, tel: +44 208 455 7653, fax: +44 208 457 5558
and email: ejca@mitgr.com) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
|
|
(ii) |
agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
|
(b) |
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within
5 days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.
|
Name of Original Lender Commitment
|
Address for Communication
|
Commitment
|
Amsterdam Trade Bank N.V.
|
Non-Administrative Matters
- Address:
World Trade Center
Tower I, Level 6
Strawinskylaan 1939
1077 XX, Amsterdam
The Netherlands
Attention: Marianthi Milopoulou /
Vassilis Kolovos
Email:
To: m.milopoulou@atbank.nl /
v.kolovos@atbank.nl
Cc: shipping.finance@atbank.nl
Telephone No.: +31 (0) 205 209 271 /
+31 (0) 205 209 204
Administrative Matters
Address:
World Trade Center
Tower I, Level 6
Strawinskylaan 1939
1077 XX, Amsterdam
The Netherlands
Attention: Liujun Zhou
Email:
To: shipping.finance@atbank.nl
Cc: m.milopoulou@atbank.nl/
v.kolovos@atbank.nl
Telephone No.: +31 (0) 205 209 248 /
+31 (0) 205 209 271 /
+31 (0) 205 209 204
|
$20,890,000
|
1 |
Obligors
|
2 |
Documents
|
2.1 |
A duly executed original of this Agreement.
|
3 |
Legal opinion
|
4 |
Other documents and evidence
|
4.1 |
A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the
entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document as amended and supplemented by this Agreement.
|
4.2 |
Evidence that the Borrower maintains an amount of $200,000 (in addition to the Minimum Liquidity Amount) in the Operating Account.
|
4.3 |
Evidence that the costs and expenses then due from the Borrower pursuant to Clause 7 (Costs and Expenses) have
been paid or will be paid by the Effective Date.
|
SIGNED by Stavros Gyftakis
|
||
)
|
||
duly authorised
|
)
|
/s/ Stavros Gyftakis
|
for and on behalf of
|
)
|
|
PARTNER SHIPPING CO. LIMITED
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Maria Moschopoulou
|
)
|
/s/ Maria Moschopoulou
|
Witness' address: 154 Vouliagmenis Avenue
|
||
166 74 Glyfada
|
||
Athens, Greece
|
)
|
SIGNED by Stavros Gyftakis
|
||
)
|
||
duly authorised
|
)
|
/s/ Stavros Gyftakis
|
for and on behalf of
|
)
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Maria Moschopoulou
|
)
|
/s/ Maria Moschopoulou
|
Witness' address: 154 Vouliagmenis Avenue
|
||
166 74 Glyfada
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
To: |
PARTNER SHIPPING CO. LIMITED
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
AMSTERDAM TRADE BANK N.V.
|
1 |
We hereby confirm our approval, consent and acceptance of the Request above from the Effective Date, subject to receiving an original of this Letter executed by the Facility Agent and duly acknowledged by the Borrower and the
Guarantor.
|
2 |
Amendments to the Facility Agreement
|
(a) |
by deleting sub-paragraph (b)(i) of clause 24.1 (Minimum required security cover) thereof in its entirety and replacing it with the following new sub-paragraph:
|
|
"(i) |
during the period commencing on the first Utilisation Date and ending on 30 June 2020 (inclusive), below 140 per cent. of the Loan; and"; and
|
(b) |
by construing throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Facility Agreement” as references to the Facility Agreement
as amended and supplemented by this Letter.
|
3 |
Representations and Warranties
|
4 |
Re-affirmation of Facility Agreement
|
5 |
Costs and Expenses
|
6 |
Notices
|
7 |
Counterparts
|
8 |
Governing law
|
9 |
Process Agent
|
/s/ Iraklis Tsirigotis
|
||
Name: Iraklis Tsirigotis
|
||
For and on behalf of
|
||
AMSTERDAM TRADE BANK N.V.
|
||
acting as Facility Agent on behalf of the Finance Parties
|
/s/ Stavros Gyftakis
|
||
STAVROS GYFTAKIS as Director
|
||
for and on behalf of
|
||
PARTNER SHIPPING CO. LIMITED
|
||
Date: 21 August 2019
|
/s/ Stavros Gyftakis
|
||
STAVROS GYFTAKIS as CFO
|
||
for and on behalf of
|
||
SEANERGY MARITIME HOLDINGS CORP.
|
||
Date: 21 August 2019
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
JELCO DELTA HOLDING CORP.
|
1.1 |
We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:
|
|
a) |
To delete the definition of “Applicable Interest Rate” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the
following:
|
|
(a) |
during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum;
|
|
(b) |
during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 6 per cent. per annum;
|
|
(c) |
if the First Repayment Instalment is deferred to the Balloon Repayment Instalment pursuant to Clause 4.2 (Deferral of First Repayment Instalment), at all times thereafter, 8.5 per cent. per
annum;”;
|
|
b) |
To waive the obligation in Clause 5 (Mandatory Prepayment) of the Facility Agreement of the Borrower to prepay the full or any part of the Loan by utilizing an amount equal to not less than 25
per cent. of the net proceeds of the public offering of securities concluded by the Borrower on 13 May 2019 pursuant to the Form F-1 Registration Statement with No. 333-221058; and
|
|
c) |
To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Loan Agreement” as references to the Facility Agreement as
amended and supplemented by this Supplemental Letter.
|
2 |
Governing law and Jurisdiction
|
3 |
Process Agent
|
Yours faithfully
|
|
/s/ Alastair Macdonald
|
|
Alastair Macdonald
|
|
29 May 2019
|
|
for and on behalf of
|
|
Jelco Delta Holding Corp.
|
|
as Lender
|
/s/ Stavros Gyftakis
|
|
Stavros Gyftakis
|
|
29 May 2019
|
|
for and on behalf of
|
|
Seanergy Maritime Holdings Corp.
|
|
as Borrower
|
(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.
|
(1) |
Registration Statement (Form F-3 No. 333-166697) of Seanergy Maritime Holdings Corp.,
|
(2) |
Registration Statement (Form F-3 No. 333-169813) of Seanergy Maritime Holdings Corp.,
|
(3) |
Registration Statement (Form F-3 No. 333-214967) of Seanergy Maritime Holdings Corp.,
|
(4) |
Registration Statement (Form F-3 No. 333-221058) of Seanergy Maritime Holdings Corp., and
|
(5) |
Registration Statement (Form F-3 No. 333-226796) of Seanergy Maritime Holdings Corp.;
|