Republic of the Marshall Islands
|
4412
|
N.A.
|
(State or other jurisdiction of corporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
Will Vogel, Esq.
Watson Farley & Williams LLP
250 West 55th Street
New York, New York 10019
(212) 922-2200 (telephone number)
(212) 922-1512 (facsimile number)
|
Barry I. Grossman, Esq.
Lawrence A. Rosenbloom, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
(212) 370-1300 (telephone number)
(212) 370-7889 (facsimile number)
|
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
|
Title of Each Class of Securities to be Registered
|
Proposed
Maximum
Aggregate
Offering
Price(1)(2)
|
Amount of
Registration
Fee
|
|||
Units consisting of
|
|||||
(i) Common shares, par value $0.0001 per share
|
$
|
5,750,000
|
|||
(ii) Class D Warrants to purchase common shares (3)
|
—
|
||||
Pre-funded warrants to purchase common shares (3)(4)(5)
|
—
|
||||
Common shares, par value $0.0001 per share, underlying Class D Warrants (6)(8)
|
$
|
6,325,000
|
|||
Common shares, par value $0.0001 per share, underlying pre-funded warrants (4)(5)
|
—
|
||||
Representative’s common share purchase warrant (7)
|
—
|
||||
Common shares underlying representative’s common share purchase warrant (8)
|
$
|
359,375
|
|||
Total
|
$
|
12,434,375
|
$1,614
|
(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Pursuant to Rule 416, there are also being registered such
indeterminable additional securities as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions.
|
(2) |
Includes the offering price of common shares that may be sold pursuant to the option of the representative of the underwriters to purchase additional common shares.
|
(3) |
In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.
|
(4) |
The proposed maximum aggregate offering price of the common shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered and sold in the
offering, and as such the proposed maximum offering price of the common shares and pre-funded warrants (including the common shares issuable upon exercise of the pre-funded warrants) if any, is $5,750,000.
|
(5) |
The registrant may issue pre-funded warrants to purchase common shares in the offering. The purchase price of each pre-funded warrant will equal the price per share at which shares of common shares are being sold to the public in this
offering, minus $0.01, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the pre-funded warrant will equal $0.01 per share (subject to adjustment as provided for therein).
|
(6) |
Based on a per-share exercise price for the Class D Warrants of 110% of the public offering price per unit in this offering.
|
(7) |
No fee pursuant to Rule 457(g) under the Securities Act.
|
(8) |
Based on a per-share exercise price of 125% of the unit price for the Representative’s common share purchase warrant.
|
Per Unit
|
Total
|
|||||||
Public offering price
|
$
|
$
|
||||||
Underwriters fees and commissions(1)
|
$
|
$
|
||||||
Proceeds to the Company, before expenses
|
$
|
$
|
|
(1) |
We have agreed to issue a warrant to the representative of the underwriters and to reimburse the underwriters for expenses incurred by them in an amount not to exceed $75,000. We refer you to the section
entitled “Underwriting” of this prospectus for additional information regarding total compensation and other items of value payable to the underwriters.
|
ii
|
|
iii
|
|
v
|
|
1
|
|
6
|
|
8 | |
12 | |
38 | |
39 | |
40 | |
41 | |
49 | |
52
|
|
53 | |
54 | |
57 | |
62 | |
76 | |
85 | |
86 | |
87 | |
88 | |
89 |
|
• |
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, other hostilities, pandemics or other calamities (including, without limitation, the worldwide novel coronavirus outbreak of 2020);
|
|
• |
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 listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the U.S. Securities and Exchange Commission, or the Commission, including our most recent annual
report on Form 20-F, which is incorporated by reference into this prospectus.
|
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
|
2004
|
171,314
|
MI
|
Hyundai
|
T/C Index Linked(6)
|
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 Baltic Capesize Index, or BCI TCE plus a gross daily scrubber premium of $1,740. 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 BCI TCE. 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 Limited, or 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 BCI TCE plus a net daily scrubber premium of $3,735. 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 BCI TCE.
|
(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 BCI TCE plus a gross daily scrubber premium of $2,163.
|
(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 BCI TCE plus a gross daily scrubber premium of $2,163.
|
Common shares presently outstanding
|
29,399,939 common shares (1)
|
Securities offered by us
|
units (or units if the representative exercises its over-allotment option), each unit consisting of (i) one common share or pre-funded warrant and (ii) one Class D Warrant to purchase one common share.
Each Class D Warrant will have an exercise price of $ per share, will be exercisable upon issuance and will expire years from issuance.
We are also offering to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common shares immediately following the consummation of
this offering, the opportunity to purchase units including one pre-funded warrant in lieu of one common share in the unit. Subject to limited exceptions, a holder of pre-funded warrants will not have the right to exercise any portion of its
pre-funded warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of common shares outstanding immediately
after giving effect to such exercise. Each pre-funded warrant will be exercisable for one common share. The purchase price of each unit including a pre-funded warrant will be equal to the price per unit including one common share, minus
$0.01, and the remaining exercise price of each pre-funded warrant will equal $0.01 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in
full.
|
Common shares to be outstanding
immediately after this offering
|
common shares ( common shares if the representative exercises its option to purchase additional shares in full, assuming no exercise of outstanding warrants or warrants issued within this transaction.
(1)
|
Over-Allotment Option
|
We have granted the representative of the underwriters an option for a period of up to 45 days to purchase up to additional units.
|
Use of proceeds
|
We estimate that we will receive net proceeds of approximately $ million, and approximately $ million if the representative exercises its option to purchase additional units in full, after deducting underwriting discounts and
commissions and estimated expenses payable by us.
|
We intend to use all of the net proceeds of this offering for general corporate purposes which may include, among other things, prepaying debt or partially funding the acquisition of modern Capesize dry bulk vessels in accordance with
our growth strategy. There is no intention to repay related party indebtedness with the net proceeds of this offering. However, we do not currently have definitive plans for any debt prepayments nor have we identified any potential
acquisitions, and we can provide no assurance that we will be able to complete any debt prepayment or the acquisition of any vessel that we are able to identify. See "Use of Proceeds".
|
Risk factors
|
Investing in our securities involves a high degree of risk. See “Risk Factors” below, beginning on page 9, and in our Annual Report on Form 20-F for the year ended December 31, 2019, which is incorporated by reference herein, to read about
the risks you should consider before investing in our securities.
|
Listing
|
Our common shares, Class A Warrants, and Class B Warrants are listed on the Nasdaq Capital Market under the symbols “SHIP”, “SHIPW”, and “SHIPZ”, respectively. We will apply to list the Class D
Warrants offered hereunder on the Nasdaq Capital Market.
|
Lock-up agreements
|
Subject to certain exceptions, we, all of our executive officers and directors, and certain affiliates have entered into lock-up agreements with the underwriters. Under these agreements, we and each of these persons may not, without the
prior written approval of the representatives to the underwriters, offer, sell, contract to sell or otherwise dispose of or hedge common shares or securities convertible into or exchangeable for common shares. These restrictions will be in
effect for a period of days after the date of the closing of this offering.
|
(1) |
Excludes:
|
|
• |
common shares issuable upon exercise of the warrants to be issued to the investors and the Representative in connection with this offering;
|
|
• |
common shares issuable upon exercise of the representative’s option to purchase additional securities to cover over-allotments;
|
|
• |
766,666 common shares issuable upon the exercise of outstanding Class A warrants at an exercise price of $30.00 per share, which warrants trade on the Nasdaq Capital Market under the ticker symbol “SHIPW” and expire in December 2021;
|
|
• |
4,830,000 common shares issuable upon the exercise of outstanding Class B warrants at an exercise price of $1.00 per share, which warrants trade on the Nasdaq Capital Market under the ticker symbol “SHIPZ” and expire in May 2022;
|
|
• |
1,823,529 common shares issuable upon the exercise of the Class B warrants issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Company;
|
|
• |
210,000 common shares issuable upon the exercise of one warrant at an exercise price of $1.00, which warrant expires in May 2022; and
|
|
• |
2,867,776 shares issuable upon exercise of convertible notes comprised of 281,481 common shares issuable upon exercise of a conversion option pursuant to the convertible note, dated March 12, 2015, as amended, that we issued to Jelco,
1,567,777 common shares issuable upon exercise of a conversion option pursuant to the revolving convertible note, dated September 7, 2015, as amended, that we issued to Jelco, and 1,018,518 common shares issuable upon exercise of a
conversion option pursuant to the convertible note, dated September 27, 2017, as amended, that we issued to Jelco.
|
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 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
|
2,666,223
|
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
|
||||||||||||||
Net increase / (decrease) in cash and cash equivalents and restricted cash
|
7,110
|
(3,595
|
)
|
(4,869
|
)
|
12,554
|
481
|
Year Ended December 31,
|
||||||||||||
Fleet Data:
|
2019
|
2018
|
2017
|
|||||||||
Ownership days(1)
|
3,650
|
3,931
|
3,864
|
|||||||||
Available days(2)
|
3,417
|
3,918
|
3,851
|
|||||||||
Operating days(3)
|
3,393
|
3,902
|
3,837
|
|||||||||
Fleet utilization(4)
|
93
|
%
|
99
|
%
|
99
|
%
|
||||||
Average Daily Results:
|
||||||||||||
TCE rate(5)
|
$
|
14,694
|
$
|
13,156
|
$
|
10,395
|
||||||
Daily Vessel Operating Expenses(6)
|
$
|
5,172
|
$
|
5,198
|
$
|
4,985
|
|
1) |
Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat basis each vessel in our fleet. Ownership days are an indicator of the size of
our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period.
|
|
2) |
Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys. The
shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate revenues. 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 for one vessel drydocking. During the year ended December 31, 2017, we incurred 13 off-hire days for
one vessel drydocking.
|
|
3) |
Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. Operating days include the days that
our vessels are in ballast voyages without having fixed their next employment. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues. 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. During the year ended December
31, 2017, we incurred 13 off-hires days due to other unforeseen circumstances.
|
|
4) |
Fleet utilization is the percentage of time that our vessels were generating revenues and is determined by dividing operating days by ownership days for the relevant period.
|
|
5) |
Time Charter Equivalent, or TCE rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period. Voyage expenses include
port charges, bunker expenses, canal charges and other commissions. 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 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
|
(36,341
|
)
|
(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
|
|
6) |
Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Daily Vessel Operating Expenses are calculated by
dividing vessel operating expenses by ownership days for the relevant time periods. 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
|
Year Ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Net loss
|
$
|
(11,698
|
)
|
$
|
(21,058
|
)
|
$
|
(3,235
|
)
|
|||
Add: Net interest and finance cost
|
23,632
|
25,213
|
17,352
|
|||||||||
Add: Taxes
|
54
|
16
|
-
|
|||||||||
Add: Depreciation and amortization
|
11,860
|
11,510
|
11,388
|
|||||||||
EBITDA
|
23,848
|
15,681
|
25,505
|
1. |
Earnings before interest, taxes, depreciation and amortization, or "EBITDA", represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and
amortization and, if any, income taxes during a period. EBITDA is not a recognized measurement under U.S. GAAP. EBITDA is presented as we believe that this measure is useful to investors as a widely used means of evaluating operating
profitability. EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. This non-GAAP measure should not be considered in isolation from, as a substitute for, or superior to, financial
measures prepared in accordance with U.S. GAAP.
|
|
• |
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, pandemics or other calamities, 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.
|
• |
on an as adjusted basis, to give effect to events that have occurred between January 1, 2020 and March 20, 2020: (a) $3.6 million of installments paid under our secured long-term debt, other financial liabilities and due to related
parties since December 31, 2019, (b) the issuance of 2,500,000 restricted shares of common stock pursuant to our equity incentive plan and (c) the forfeiture of 111 common shares under our equity incentive plan; and
|
• |
on an as further adjusted basis to give effect to the sale of common shares, Class D Warrants and pre-funded warrants in this offering.
|
Actual
(audited)
|
As Adjusted
(unaudited)*
|
As Further
Adjusted
(unaudited)
|
||||||||||
Debt:
|
||||||||||||
Secured long-term debt, other financial liabilities and due to related parties, net of deferred finance costs (net of deferred finance costs of $2,556)
|
$
|
207,303
|
$
|
203,756
|
$
|
203,756
|
||||||
Convertible notes (net of deferred finance costs of $229)
|
14,608
|
14,608
|
14,608
|
|||||||||
Total debt
|
$
|
221,911
|
$
|
218,364
|
$
|
218,364
|
||||||
Shareholders' equity:
|
||||||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued
|
—
|
—
|
—
|
|||||||||
Common shares, $0.0001 par value; 500,000,000 authorized shares as at December 31, 2019; 26,900,050 shares issued and outstanding as at December 31, 2019; 29,399,939 shares issued and
outstanding as adjusted
|
$
|
3
|
$
|
3
|
$ | |||||||
Additional paid-in capital (excluding shareholder's convertible notes)
|
370,742
|
370,742
|
||||||||||
Additional paid-in capital - Shareholder's convertible notes
|
35,354
|
35,354
|
35,354
|
|||||||||
Accumulated deficit - Shareholder's convertible notes accumulated amortization
|
(11,476
|
)
|
(11,476
|
)
|
(11,476
|
)
|
||||||
Accumulated deficit (excluding shareholder's convertible notes accumulated amortization)
|
(364,765
|
)
|
(364,765
|
)
|
(364,765
|
)
|
||||||
Total Shareholders' equity
|
29,858
|
29,858
|
||||||||||
Total capitalization
|
$
|
251,769
|
$
|
248,222
|
$ |
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
|
2004
|
171,314
|
MI
|
Hyundai
|
T/C Index Linked(6)
|
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 BCI TCE plus a gross daily scrubber premium of $1,740. . 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 BCI TCE. 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 BCI TCE plus a net daily scrubber premium of $3,735. 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 BCI TCE.
|
(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 BCI TCE plus a gross daily scrubber premium of $2,163.
|
(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 BCI TCE plus a gross daily scrubber premium of $2,163.
|
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
|
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)
|
Identity of Person or Group
|
Number
of
Shares
Owned
|
Percent
of
Class(2)
|
||||||
Claudia Restis(1)
|
12,625,693
|
37.0
|
%
|
|||||
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 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 the date of this prospectus and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.
|
Marshall Islands
|
Delaware
|
|
Shareholder Meetings
|
||
Held at a time and place as designated in the bylaws.
|
May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
|
|
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.
|
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
|
|
May be held in or outside of the Marshall Islands.
|
May be held in or outside of Delaware.
|
|
Notice:
|
Notice:
|
|
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is
an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.
|
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the
means of remote communication, if any.
|
|
A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.
|
Written notice shall be given not less than 10 nor more than 60 days before the meeting.
|
|
Shareholders’ Voting Rights
|
||
Any action required to be taken by a meeting of shareholders may be taken without a meeting if consent is in writing and is signed by all the shareholders entitled to vote with respect to the subject matter
thereof.
|
Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
|
|
Any person authorized to vote may authorize another person or persons to act for him by proxy.
|
Any person authorized to vote may authorize another person or persons to act for him by proxy.
|
|
Marshall Islands
|
Delaware
|
|
Unless otherwise provided in the articles of incorporation or the bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the common
shares entitled to vote at a meeting.
|
For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares
entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
|
|
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
|
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
|
|
The articles of incorporation may provide for cumulative voting in the election of directors.
|
The certificate of incorporation may provide for cumulative voting in the election of directors.
|
|
Removal:
|
Removal:
|
|
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
Any or all of the directors may be removed for cause by vote of the shareholders.
|
Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise
provides, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed
without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the
class of directors of which such director is a part.
|
|
Directors
|
||
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.
|
Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only
by amendment to the certificate of incorporation.
|
|
The board of directors must consist of at least one member.
|
The board of directors must consist of at least one member.
|
|
If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long as no decrease in the number shortens the term of any
incumbent director.
|
Marshall Islands
|
Delaware
|
|
Attorneys’ fees may be awarded if the action is successful.
|
||
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the common shares have a value of less than
$50,000.
|
• |
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 for U.S. federal income tax purposes;
|
• |
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% (by vote or value) or more of our shares;
|
• |
persons that hold our common shares or warrants as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;
|
• |
persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement;” or
|
• |
persons whose functional currency is not the U.S. dollar.
|
• |
we are organized in a foreign country (our “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States; and one of the following is true:
|
• |
more than 50% of the value of our shares 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 shares are “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.
|
• |
the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares or warrants (as the case may be);
|
• |
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.
|
Number of
Units
|
||||
|
|
|
Total
|
||||||||||||
Per Share
|
Without
Option
|
With
Option
|
||||||||||
Public offering price
|
$
|
$
|
$
|
|||||||||
Underwriting discounts and commissions
|
$
|
$
|
$
|
|||||||||
Proceeds, before expenses, to us
|
$
|
$
|
$
|
|
• |
Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the
securities while the offering is in progress.
|
|
• |
Over-allotment transactions involve sales by the underwriters of securities in excess of the number of securities the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short
position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they may purchase in the over-allotment option. In a naked short
position, the number of securities involved is greater than the number of securities in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing securities in
the open market.
|
|
• |
Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of the securities to close out the
short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared with the price at which they may purchase securities through exercise of the over-allotment
option. If the underwriters sell more securities than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying securities in the open market. A
naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the securities in the open market that could adversely affect investors who purchase
in the offering.
|
|
• |
Penalty bids permit the Representative to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover
syndicate short positions.
|
|
• |
to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 11971”) as amended (“Qualified Investors”); and
|
|
• |
in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.
|
|
• |
made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29
October 2007 and any other applicable laws; and
|
|
• |
in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.
|
Commission registration fee
|
$
|
1,614
|
||
Financial Industry Regulatory Authority Filing fee
|
$
|
2,366
|
||
Printing expenses
|
$
|
*
|
||
Legal fees and expenses
|
$
|
*
|
||
Accounting fees and expenses
|
$
|
*
|
||
Miscellaneous fees and expenses
|
$
|
*
|
||
Total
|
$
|
*
|
|
• |
our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March 5, 2020; and
|
|
• |
our Report on Form 6-K filed on March 5, 2020.
|
Item 6.
|
Indemnification of Directors and Officers
|
Item 7.
|
Recent Sales of Unregistered Securities
|
Item 8.
|
Exhibits and Financial Statement Schedules
|
Item 9.
|
Undertakings
|
|
1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
2. |
For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
3. |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
4. |
To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this
paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
|
|
5. |
For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is relying on Rule 430B, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
6. |
For the purposes of determining liability under the Securities Act of 1933 to any purchaser in the initial distributions of the securities, the undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(i) |
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
|
(ii) |
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
Exhibit
Number
|
Description
|
1.1
|
Form of Underwriting Agreement**
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
4.8
|
|
|
|
5.1
|
Opinion of Watson Farley & Williams LLP as to the validity of the securities**
|
|
|
8.1
|
Opinion of Watson Farley & Williams LLP with respect to certain tax matters**
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
10.15
|
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
10.18
|
|
|
|
10.19
|
10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
10.23
|
|
10.24
|
|
10.25
|
|
|
|
10.26
|
|
|
|
10.27
|
|
|
|
10.28
|
|
|
|
10.29
|
|
|
|
10.30
|
|
|
|
10.31
|
10.32
|
|
|
|
10.33
|
|
|
|
10.34
|
|
|
|
10.35
|
|
10.36
|
|
|
|
10.37
|
|
|
|
10.38
|
|
|
|
10.39
|
|
|
|
10.40
|
|
|
|
10.41
|
|
|
|
10.42
|
10.43
|
|
|
|
10.44
|
|
|
|
10.45
|
|
|
|
10.46
|
|
|
|
10.47
|
|
|
|
10.48
|
|
|
|
10.49
|
|
|
|
10.50
|
|
|
|
10.51
|
|
|
|
10.52
|
|
|
|
10.53
|
10.54
|
|
10.55
|
|
|
|
10.56
|
|
|
|
10.57
|
|
|
|
10.58
|
|
|
|
10.59
|
|
|
|
10.60
|
|
|
|
10.61
|
|
|
|
10.62
|
|
|
|
10.63
|
|
|
|
10.64
|
|
|
|
10.65
|
10.66
|
|
|
|
10.67
|
|
|
|
10.68
|
|
|
|
10.69
|
|
|
|
10.70
|
|
|
|
10.71
|
|
|
|
10.72
|
|
|
|
10.73
|
|
|
|
10.74
|
|
10.75
|
|
|
|
10.76
|
10.77
|
|
|
|
10.78
|
|
|
|
10.79
|
|
|
|
10.80
|
|
|
|
10.81
|
|
|
|
10.82
|
|
|
|
10.83
|
|
|
|
10.84
|
|
|
|
10.85
|
|
|
|
10.86
|
|
|
|
10.87
|
|
21.1
|
23.1
|
|
23.2
|
Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 5.1)
|
23.3
|
Consent of Watson Farley & Williams LLP (included in its opinion filed as Exhibit 8.1)
|
24.1
|
|
*
|
Filed herewith
|
**
|
To be filed by amendment
|
SEANERGY MARITIME HOLDINGS CORP.
|
||
By:
|
/s/ Stamatios Tsantanis
|
|
Name:
|
Stamatios Tsantanis
|
|
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Stamatios Tsantanis
|
Director, Chief Executive Officer and
Chairman of the Board (Principal Executive Officer)
|
|
Stamatios Tsantanis
|
||
/s/ Stavros Gyftakis
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
Stavros Gyftakis
|
||
/s/ Christina Anagnostara
|
Director
|
|
Christina Anagnostara
|
||
/s/ Dimitrios Anagnostopoulos
|
Director
|
|
Dimitrios Anagnostopoulos
|
||
/s/ Elias Culucundis
|
Director
|
|
Elias Culucundis
|
||
/s/ Ioannis Kartsonas
|
|
Director
|
Ioannis Kartsonas
|
PUGLISI & ASSOCIATES
|
||
/s/ Donald J. Puglisi
|
||
Name:
|
Donald J. Puglisi
|
|
Title:
|
Managing Director
|
FIFTH SUPPLEMENTAL AGREEMENT
in relation to a Loan Agreement originally 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.
|
CONTINUANCE OF PRINCIPAL AGREEMENT AND SECURITY DOCUMENTS
|
12
|
|
8.
|
ENTIRE AGREEMENT AND AMENDMENT
|
12
|
|
9.
|
FEES AND EXPENSES
|
12
|
|
10.
|
MISCELLANEOUS
|
13
|
|
11.
|
LAW AND JURISDICTION
|
13
|
(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 Three Hundred Two Thousand Nine Hundred Fifty Three and six cents ($5,302,953.06) 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”), (c) a third deed of amendment of guarantee dated 29th June, 2018 (the “Guarantee Deed of Amendment No. 3”) and (d) a fourth deed of amendment of guarantee dated 1st July, 2019
(the “Guarantee Deed of Amendment No. 4”) (the said guarantee as amended and/or supplemented by the Guarantee Deed of Amendment No. 1, the
Guarantee Deed of Amendment No. 2, the Guarantee Deed of Amendment No. 3 and the Guarantee Deed of Amendment No. 4 is hereinafter called the “Corporate Guarantee”) Seanergy Maritime Holdings Corp., of the Republic of the Marshall Islands (the “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 termination of the excess earnings mechanism set out in Clause 13.2 (Earnings Account) of the
Principal Agreement;
|
|
(b) |
the amendment of the minimum liquidity covenant set out in Clause 8.1(j) (Liquidity) of the
Principal Agreement;
|
|
(c) |
the amendment of the repayment schedule set out in Clause 4.1 (Repayment) of the Principal Agreement;
|
|
(d) |
the amendment of the control and ultimate beneficial ownership requirements provided in Clause 6.1 (m) (Shareholdings) and Clause 8.2 (s) (Control) of the Principal Agreement;
|
|
(e) |
the amendment of the dividends covenants provided in Clause 8.2 (n) (Dividends) of the Principal Agreement;
|
|
(f) |
the amendment of the financial covenants requirements provided in Clause 8.6 (Additional Financial Covenants – Compliance Certificate) 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.
|
3.1 |
Representations and warranties under the Principal Agreement
|
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. |
No US Tax Obligor: Neither the Borrower nor the Guarantor is a US Tax Obligor; and
|
|
h. |
Sanctions:
|
|
(i) |
neither the Borrower nor the 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 Guarantor owns
nor controls a Prohibited Person; and
|
|
(ii) |
To the best of the Security Parties’ knowledge, no proceeds of the Loan have been made available, directly or indirectly, to or for the benefit of a Prohibited Person or
|
|
(iii) |
no proceeds of the Loan otherwise shall be, directly or indirectly, applied in a manner or for a purpose prohibited by Applicable Sanctions; and
|
3.3 |
Survival
|
5.1 |
Conditions precedent
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|
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 Guarantor;
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|
b. |
resolutions duly passed by the Board of Directors of the Borrower and the Guarantor and resolutions duly passed at a meeting of the shareholders of the Borrower and the Guarantor (and of any corporate shareholder thereof), if
applicable, evidencing approval of this Agreement or the Guarantee Deed of Amendment No. 5 and/or the DOC Amendment 3 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. 5 and/or the DOC Amendment 3, including, but
not limited to, Certificates of Incumbency issued by any of the Directors of the Borrower and the Guarantor evidencing approval of this Agreement or the Guarantee Deed of Amendment No. 5 and/or the DOC
Amendment 3 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. 5 and/or the DOC
Amendment 3 as defined hereinbelow on behalf of the Borrower and the Guarantor;
|
|
e. |
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement;
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|
f. |
evidence satisfactory to the Lender that the Borrower has paid or shall pay the next repayment instalment under the Principal Agreement falling due on the 18th March 2020 in the amount of Dollars Two Hundred Fifty Thousand ($250,000) latest on 18th March 2020. In case such payment is effected after the date of this Agreement (but in any case not after the 18th day of March 2020), the aforementioned requirement is not waived and shall be treated as a condition subsequent to the effectiveness of this Agreement
and the Lender’s agreement to the variations in Clause 6 hereof; and
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|
g. |
such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors as the Lender shall require.
|
5.2 |
Benefit
|
|
b. |
the following definitions of Clause 1.2 (Definitions) of the Principal Agreement shall be amended so as to read as follows:
|
|
c. |
Clause 4.1 (Repayment) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:
|
|
d. |
Clause 6.1 (m) (Shareholdings) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:
|
|
i. |
the person(s) disclosed to the Lender at the negotiation of this Agreement (A) do/does maintain and shall maintain at all times control of the Guarantor and (B) do/does and shall hold
beneficially whether directly or indirectly the voting rights attaching to at least 25% of the shares issued and outstanding in the share capital of the Guarantor (including all shares issuable upon exercise of the conversion option
under the Notes), but in all cases and for the avoidance of doubt no person(s) other than the said person(s) disclosed to the Lender at the negotiation of this Agreement shall gain control over the Guarantor without the prior
written consent of the Lender to be given at the Lender’s sole discretion; and
|
|
ii. |
no change has been made directly or indirectly in the ownership, beneficial ownership, control or management of the Borrower or any share therein or of the Vessel (especially concerning
class or flag);
|
|
iii. |
the Borrower is and will continue to be until the Final Maturity Date a 100 % directly owned subsidiary of the Guarantor;
|
|
A. |
the power (whether by way of ownership of shares, partnership units, proxy, contract, agency or otherwise) to:
|
|
i. |
cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Guarantor; or
|
|
ii. |
appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; and/or
|
|
B. |
the holding beneficially of more than 50% of the issued shares of the Guarantor (excluding any part of that issued shares that carries no right to participate beyond a specified amount
in a distribution of either profits or capital).”
|
|
e. |
Clause 8.1 (j) (Liquidity) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:
|
|
f. |
Clause 8.2 (n) (Dividends) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:
|
|
i. |
the Borrower may declare or pay such dividends subject to no Continuing Event of Default having occurred; and
|
|
ii. |
the Guarantor may declare or pay such dividends subject to no Event of Default having occurred and being
continuing.”
|
|
g. |
Clause 8.2 (s) (Control) of the Principal Agreement shall be deleted and replaced to read as follows:
|
|
i. |
the person(s) disclosed to the Lender at the negotiation of this Agreement (A) not to maintain at all times control of the Guarantor and (B) not to hold beneficially
whether directly or indirectly the voting rights attaching to at least 25% of the shares issued and outstanding in the share capital of the Guarantor (including all shares issuable upon exercise of the conversion option under the
Notes). In all cases and for the avoidance of doubt no person(s) other than the said person(s) disclosed to the Lender at the negotiation of this Agreement shall gain control over the Guarantor without the prior written consent of
the Lender to be given at the Lender’s sole discretion; and
|
|
ii. |
any change to be made directly or indirectly in the ownership, beneficial ownership, control or management of the Borrower or any share therein or of the Vessel (especially concerning
class or flag);
|
|
iii. |
any change to be made resulting in the Borrower not being a 100 % directly owned subsidiary of the Guarantor;
|
|
A. |
the power (whether by way of ownership of shares, partnership units, proxy, contract, agency or otherwise) to:
|
|
i. |
cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Guarantor; or
|
|
ii. |
appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; and/or
|
|
B. |
the holding beneficially of more than 50% of the issued shares of the Guarantor (excluding any part of that issued shares that carries no right to participate beyond a specified amount
in a distribution of either profits or capital).”
|
|
h. |
Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement shall be deleted in its entirety and replaced to read as follows:
|
|
a) |
Liquidity: the Guarantor shall procure and ensure that it is maintained throughout the Security Period, Corporate Liquidity (including any contractually committed but undrawn parts of the Notes)
in an amount equal to $500,000 per Fleet Vessel. The compliance of the Guarantor with this undertaking shall be determined by the Lender in respect of each Financial Semester Day on the basis of the semi-annual unaudited financial
statements of the Guarantor and in respect of each other quarter of each Financial Year on the basis of a letter of the Guarantor confirming the aforesaid liquidity.
|
|
b) |
Calculations: For the purposes of this Clause 8.6: (a) no item shall be deducted or credited more than once in any calculation; and (b) any amount expressed in a currency other than Dollars
shall be converted into Dollars in accordance with the Applicable Accounting Principles.
|
|
i. |
|
j. |
Schedule 3 of the Principal Agreement shall be deleted in its entirety.
|
9.1 |
Indemnity
|
9.2 |
Amendment fee
|
|
i. |
Dollars Twenty Five thousand ($25,000) on the date of signing of this Agreement; and
|
|
ii. |
Dollars Twenty Five thousand ($25,000) on the 1st day of July 2020.
|
9.3 |
Stamp duty etc.
|
11.1 |
Governing Law
|
SIGNED by
|
) |
|
Mr. Stavros Gyftakis
|
) | /s/ Stavros Gyftakis |
for and on behalf of | ) |
|
LEADER SHIPPING CO. | ) |
|
of the Marshall Islands, in the presence of: | ) | Attorney-in-fact |
|
/s/ Lilian Kouleri |
|
|
Witness: |
|
|
|
Name: | Lilian Kouleri |
|
|
Address:
|
13 Defteras Merarchias Str.,
Piraeus, Greece
|
|
|
Occupation:
|
Attorney-at-law
|
|
SIGNED by | ) | /s/ K. N. Sotiriou |
Mr. K. N. Sotiriou | ) |
|
and Mrs. C. G. Papathanasopoulou | ) | Attorney-in-fact |
for and on behalf of
|
) |
|
ALPHA BANK A.E. | ) | /s/ C. G. Papathanasopoulou |
in the presence of:
|
) |
|
Attorney-in-fact
|
|
/s/ Dimitrios Sioufas |
|
|
Witness: |
|
|
|
Name: | Dimitrios Sioufas |
|
|
Address: |
13 Defteras Merarchias Str.,
Piraeus, Greece
|
|
|
Occupation: | Attorney-at-law |
|