UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 22, 2019
Commission File Number 1-32591
SEASPAN CORPORATION
(Exact name of Registrant as specified in its charter)
Unit 2, 2nd Floor, Bupa Centre,
141 Connaught Road West,
Hong Kong
China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ☐ No ☒
THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:
|
REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-151329) FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC) ON MAY 30, 2008; |
|
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173207) FILED WITH THE SEC ON MARCH 31, 2011; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180895) FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013; |
|
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-189493) FILED WITH THE SEC ON JUNE 20, 2013; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-195571) FILED WITH THE SEC ON APRIL 29, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-200639) FILED WITH THE SEC ON NOVEMBER 28, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017; |
|
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200640) FILED WITH THE SEC ON NOVEMBER 28, 2014; |
|
REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-202698) FILED WITH THE SEC ON MARCH 12, 2015; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-211545) FILED WITH THE SEC ON MAY 23, 2016, AS AMENDED ON MARCH 3, 2017, MARCH 7, 2017 AND APRIL 19, 2017; |
|
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-212230) FILED WITH THE SEC ON JUNE 24, 2016; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220176) FILED WITH THE SEC ON AUGUST 25, 2017; |
|
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-222216) FILED WITH THE SEC ON DECEMBER 21, 2017; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-224288) FILED WITH THE SEC ON APRIL 13, 2018, AS AMENDED ON MAY 3, 2018 AND MAY 7, 2018; |
|
REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-224291) FILED WITH THE SEC ON APRIL 13, 2018; |
|
REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-225681) FILED WITH THE SEC ON JUNE 15, 2018; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-227597) FILED WITH THE SEC ON SEPTEMBER 28, 2018; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-229312) FILED WITH THE SEC ON JANUARY 18, 2019; |
|
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-230524) FILED WITH THE SEC ON MARCH 27, 2019; and |
|
REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-231401) FILED WITH THE SEC ON MAY 13, 2019; |
Item 1 Information Contained in this Form 6-K Report
New Subsidiary Guarantors to the 2025 Notes
Eleventh Supplemental Indenture Relating to the 2025 Notes
The 5.50% Senior Notes due 2025 (the 2025 Notes), which are senior obligations of Seaspan Corporation (the Company), were issued under an Indenture, dated October 10, 2017 (the Base Indenture) between the Company and The Bank of New York Mellon, as trustee (the Trustee), as amended and supplemented by (i) a second supplemental indenture (the Second Supplemental Indenture), dated February 14, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (ii) a third supplemental indenture (the Third Supplemental Indenture), dated as of February 22, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (iii) a fourth supplemental indenture (the Fourth Supplemental Indenture), dated as of March 22, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (iv) a fifth supplemental indenture (the Fifth Supplemental Indenture), dated as of March 26, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (v) a sixth supplemental indenture (the Sixth Supplemental Indenture), dated as of March 26, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (vi) a seventh supplemental indenture (the Seventh
Supplemental Indenture), dated as of June 8, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (vii) an eighth supplemental indenture (the Eighth Supplemental Indenture), dated as of July 16, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee and (viii) a tenth supplemental indenture (the Tenth Supplemental Indenture and, together with the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the 2025 Indenture), dated as of January 15, 2019, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee.
Section 4.02 of the Fourth Supplemental Indenture provides, among other things, that if one of the subsidiaries specified in a schedule therein is able to provide a guarantee of the Companys obligations under the 2025 Indenture without breaching an existing obligation, the Company shall cause such subsidiary to execute a supplemental indenture pursuant to which it will become a Guarantor (as defined therein) of the 2025 Notes.
In connection with their obligations under Section 4.02 to become a Guarantor of the 2025 Notes, GC Intermodal II, Ltd., GC Intermodal III, Ltd., GC Intermodal XII, Ltd. and GC Intermodal XIV, Ltd., each a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (collectively, the New Subsidiary Guarantors), entered into an eleventh supplemental indenture (the Eleventh Supplemental Indenture), dated August 22, 2019, among the Company, the subsidiary guarantors specified therein (including the New Subsidiary Guarantors) and the Trustee, pursuant to which each of the New Subsidiary Guarantors became a Guarantor with respect to the 2025 Notes and guaranteed the 2025 Notes.
The Eleventh Supplemental Indenture is filed as Exhibit 4.11 to this Report on Form 6-K and is incorporated herein by reference. The description of the Eleventh Supplemental Indenture in this Report on Form 6-K is a summary and is qualified in its entirety by the terms of the Eleventh Supplemental Indenture.
New Subsidiary Guarantors to the 2026 Notes
Twelfth Supplemental Indenture Relating to the 2026 Notes
The 5.50% Senior Notes due 2026 (the 2026 Notes), which are senior obligations of the Company, were issued under the Base Indenture, as amended and supplemented by a ninth supplemental indenture (the Ninth Supplemental Indenture and, together with the Base Indenture, the 2026 Indenture), dated as of January 15, 2019, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee.
Section 5.08(e) of the Ninth Supplemental Indenture provides, among other things, that if one of the subsidiaries specified in a schedule therein is able to provide a guarantee of the Companys obligations under the 2026 Indenture without breaching an existing obligation, the Company shall cause such subsidiary to execute a supplemental indenture pursuant to which it will become a Guarantor (as defined therein) of the 2026 Notes.
In connection with their obligations under Section 5.08(e) to become a Guarantor of the 2026 Notes, each of the New Subsidiary Guarantors entered into a twelfth supplemental indenture (the Twelfth Supplemental Indenture), dated August 22, 2019, among the Company, the subsidiary guarantors specified therein (including the New Subsidiary Guarantors) and the Trustee, pursuant to which each of the New Subsidiary Guarantors became a Guarantor with respect to the 2026 Notes and guaranteed the 2026 Notes.
The Twelfth Supplemental Indenture is filed as Exhibit 4.12 to this Report on Form 6-K and is incorporated herein by reference. The description of the Twelfth Supplemental Indenture in this Report on Form 6-K is a summary and is qualified in its entirety by the terms of the Twelfth Supplemental Indenture.
Exhibit Index
Exhibit
No. |
Description |
|
4.1 | Indenture, dated as of October 10, 2017, between Seaspan Corporation and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on October 12, 2017). | |
4.2 | Second Supplemental Indenture, dated as of February 14, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on February 14, 2018). | |
4.3 | Third Supplemental Indenture, dated as of February 22, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on February 22, 2018). | |
4.4 | Fourth Supplemental Indenture, dated as of March 22, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.5 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on March 30, 2018). | |
4.5 | Fifth Supplemental Indenture, dated as of March 26, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.6 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on March 30, 2018). | |
4.6 | Sixth Supplemental Indenture, dated as of March 26, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.7 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on March 30, 2018). | |
4.7 | Seventh Supplemental Indenture, dated as of June 8, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.8 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on June 11, 2018). | |
4.8 | Eighth Supplemental Indenture, dated as of July 16, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.8 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on July 16, 2018). | |
4.9 | Ninth Supplemental Indenture, dated as of January 15, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.9 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on January 17, 2019). | |
4.10 | Tenth Supplemental Indenture, dated as of January 15, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.10 to Seaspan Corporations Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on January 17, 2019). | |
4.11 | Eleventh Supplemental Indenture, dated as of August 22, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee. | |
4.12 | Twelfth Supplemental Indenture, dated as of August 22, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SEASPAN CORPORATION | ||||||
Date: August 22, 2019 | By: | /s/ Bing Chen | ||||
Bing Chen | ||||||
President and Chief Executive Officer |
Exhibit 4.11
This ELEVENTH SUPPLEMENTAL INDENTURE (this Eleventh Supplemental Indenture), dated as of August 22, 2019, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the Company), GC INTERMODAL II, LTD., GC INTERMODAL III, LTD., GC INTERMODAL XII, LTD. and GC INTERMODAL XIV, LTD., each a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (collectively, the Guaranteeing Subsidiaries), each of the subsidiaries listed on the signature pages hereto as Guarantors (collectively, the Guarantors) and THE BANK OF NEW YORK MELLON, as trustee (the Trustee).
RECITALS
WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of October 10, 2017 (the Base Indenture), providing for the issuance by the Company from time to time of its Securities to be issued in one or more series, which Base Indenture was amended and supplemented by (i) a second supplemental indenture, dated as of February 14, 2018 (the Second Supplemental Indenture), among the Company, the guarantors party thereto and the Trustee, providing for the issuance of a series of Securities designated as its 5.50% Senior Notes due 2025, in an aggregate principal amount of $250,000,000 (the 2025 Notes), (ii) a third supplemental indenture, dated as of February 22, 2018 (the Third Supplemental Indenture), among the Company, the guarantors party thereto and the Trustee, (iii) a fourth supplemental indenture, dated as of March 22, 2018 (the Fourth Supplemental Indenture), among the Company, the guarantors party thereto and the Trustee, (iv) a fifth supplemental indenture, dated as of March 26, 2018 (the Fifth Supplemental Indenture), among the Company, the guarantors party thereto and the Trustee, (v) a sixth supplemental indenture, dated as of March 26, 2018 (the Sixth Supplemental Indenture), among the Company, the guarantors party thereto and the Trustee, (vi) a seventh supplemental indenture, dated as of June 8, 2018 (the Seventh Supplemental Indenture) among the Company, the guarantors party thereto and the Trustee, (vii) an eighth supplemental indenture, dated as of July 16, 2018 (the Eighth Supplemental Indenture), among the Company, the guarantors party thereto and the Trustee and (viii) a tenth supplemental indenture, dated as of January 15, 2019 (the Tenth Supplemental Indenture), among the Company, the guarantors party thereto and the Trustee;
WHEREAS, clause (12) of the second sentence of Section 7.01 of the Second Supplemental Indenture provides that the Company, the Guarantors and the Trustee may, without the consent of any Holder of the 2025 Notes, enter into indentures supplemental to the Indenture for the purpose of adding a Guarantor under the Indenture;
WHEREAS, Section 4.02 of the Fourth Supplemental Indenture provides that the Company shall cause the Guaranteeing Subsidiaries to execute a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall become a Guarantor under the Indenture and unconditionally guarantee the Indenture Obligations (as defined in the Second Supplemental Indenture);
WHEREAS, pursuant to Section 7.01 of the Second Supplemental Indenture, the Trustee, the Company, each Guaranteeing Subsidiary and the Guarantors are authorized to execute and deliver this Eleventh Supplemental Indenture to amend or supplement the Indenture as set forth herein; and
WHEREAS, all actions required to be taken by the Company, each Guaranteeing Subsidiary and each of the Guarantors under the Indenture to make this Eleventh Supplemental Indenture a valid, binding and legal agreement of the Company, each Guaranteeing Subsidiary and each of the Guarantors, have been done.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.01 Definitions.
(a) The Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Tenth Supplemental Indenture and this Eleventh Supplemental Indenture, is collectively referred to herein as the Indenture.
(b) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.
Section 2.01 Application of this Eleventh Supplemental Indenture. Notwithstanding any other provision of this Eleventh Supplemental Indenture, the provisions of this Eleventh Supplemental Indenture expressly and solely relate to the Indenture with respect to the 2025 Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Indenture and shall not be deemed to amend, modify or supplement the Indenture for any purpose other than with respect to the 2025 Notes.
Section 3.01 Joinder to Indenture. Each Guaranteeing Subsidiary hereby agrees to become bound by the terms, conditions and other provisions of the Indenture with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a Guarantor therein and if such party executed the Second Supplemental Indenture as a Guarantor on the date of the Second Supplemental Indenture.
Section 4.01 Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees, jointly and severally with all Guarantors, to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article IX of the Second Supplemental Indenture, and subject to the limitations therein.
Section 5.01 Governing Law. THIS ELEVENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN THE STATE OF NEW YORK.
Section 6.01 Counterparts. This Eleventh Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Counterparts may be executed either in original, facsimile or electronic (i.e., pdf or tif) form and the parties hereto adopt any signatures received by facsimile or electronic (i.e., pdf or tif) transmission as the original signature of such party. This Eleventh Supplemental Indenture shall become effective upon the execution hereof by each of the parties hereto.
Section 7.01 Headings. The Article and Section headings of this Eleventh Supplemental Indenture are for convenience only and shall not affect the construction hereof.
Section 8.01 Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Guarantors and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Eleventh Supplemental Indenture, except that the Trustee represents that it is duly authorized under its corporate bylaws to execute and deliver this Eleventh Supplemental Indenture.
[PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Eleventh Supplemental Indenture to be duly executed as of the date first written above.
COMPANY
SEASPAN CORPORATION |
||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
Signature Page to Eleventh Supplemental Indenture
GUARANTEEING SUBSIDIARIES:
GC INTERMODAL II, LTD. |
||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
GC INTERMODAL III, LTD. | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
GC INTERMODAL XII, LTD. | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
GC INTERMODAL XIV, LTD. | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
Signature Page to Eleventh Supplemental Indenture
GUARANTORS:
Seaspan Holding 140 Ltd. |
||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan 140 Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan (Asia) Corporation | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Containership 2180 Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Containership 2181 Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Holdco I Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Holdco II Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Signature Page to Eleventh Supplemental Indenture
Seaspan Holdco III Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Holdco IV Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Ship Management Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Crew Management Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Investment I Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Management Services Limited | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: President |
Seaspan Advisory Services Limited | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: President |
Seaspan Capital Ltd. | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
Signature Page to Eleventh Supplemental Indenture
TRUSTEE:
THE BANK OF NEW YORK MELLON, as Trustee |
||
By: | /s/ Teresa Wyszomierski | |
Name: Teresa Wyszomierski | ||
Title: Vice President |
Signature Page to Eleventh Supplemental Indenture
Exhibit 4.12
This TWELFTH SUPPLEMENTAL INDENTURE (this Twelfth Supplemental Indenture), dated as of August 22, 2019, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the Company), GC INTERMODAL II, LTD., GC INTERMODAL III, LTD., GC INTERMODAL XII, LTD. and GC INTERMODAL XIV, LTD., each a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (collectively, the Guaranteeing Subsidiaries), each of the subsidiaries listed on the signature pages hereto as Guarantors (collectively, the Guarantors) and THE BANK OF NEW YORK MELLON, as trustee (the Trustee).
RECITALS
WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of October 10, 2017 (the Base Indenture), providing for the issuance by the Company from time to time of its Securities to be issued in one or more series, which Base Indenture was amended and supplemented by a ninth supplemental indenture, dated as of January 15, 2019 (the Ninth Supplemental Indenture), among the Company, the Guarantors and the Trustee, providing for the issuance of a series of Securities designated as its 5.50% Senior Notes due 2026, in an aggregate principal amount of $250,000,000 (the 2026 Notes);
WHEREAS, clause (12) of the second sentence of Section 7.01 of the Ninth Supplemental Indenture provides that the Company, the Guarantors and the Trustee may, without the consent of any Holder of the 2026 Notes, enter into indentures supplemental to the Indenture for the purpose of adding a Guarantor under the Indenture;
WHEREAS, Section 5.08(e) of the Ninth Supplemental Indenture provides that the Company shall cause the Guaranteeing Subsidiaries to execute a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall become a Guarantor under the Indenture and unconditionally guarantee the Indenture Obligations (as defined in the Ninth Supplemental Indenture);
WHEREAS, pursuant to Section 7.01 of the Ninth Supplemental Indenture, the Trustee, the Company, each Guaranteeing Subsidiary and the Guarantors are authorized to execute and deliver this Twelfth Supplemental Indenture to amend or supplement the Indenture as set forth herein; and
WHEREAS, all actions required to be taken by the Company, each Guaranteeing Subsidiary and each of the Guarantors under the Indenture to make this Twelfth Supplemental Indenture a valid, binding and legal agreement of the Company, each Guaranteeing Subsidiary and each of the Guarantors, have been done.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.01 Definitions.
(a) The Base Indenture, as amended and supplemented by the Ninth Supplemental Indenture and this Twelfth Supplemental Indenture, is collectively referred to herein as the Indenture.
(b) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.
Section 2.01 Application of this Twelfth Supplemental Indenture. Notwithstanding any other provision of this Twelfth Supplemental Indenture, the provisions of this Twelfth Supplemental Indenture expressly and solely relate to the Indenture with respect to the 2026 Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Indenture and shall not be deemed to amend, modify or supplement the Indenture for any purpose other than with respect to the 2026 Notes.
Section 3.01 Joinder to Indenture. Each Guaranteeing Subsidiary hereby agrees to become bound by the terms, conditions and other provisions of the Indenture with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a Guarantor therein and if such party executed the Ninth Supplemental Indenture as a Guarantor on the date of the Ninth Supplemental Indenture.
Section 4.01 Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees, jointly and severally with all Guarantors, to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article IX of the Ninth Supplemental Indenture, and subject to the limitations therein.
Section 5.01 Governing Law. THIS TWELFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN THE STATE OF NEW YORK.
Section 6.01 Counterparts. This Twelfth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Counterparts may be executed either in original, facsimile or electronic (i.e., pdf or tif) form and the parties hereto adopt any signatures received by facsimile or electronic (i.e., pdf or tif) transmission as the original signature of such party. This Twelfth Supplemental Indenture shall become effective upon the execution hereof by each of the parties hereto.
Section 7.01 Headings. The Article and Section headings of this Twelfth Supplemental Indenture are for convenience only and shall not affect the construction hereof.
Section 8.01 Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Guarantors and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Twelfth Supplemental Indenture, except that the Trustee represents that it is duly authorized under its corporate bylaws to execute and deliver this Twelfth Supplemental Indenture.
[PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Twelfth Supplemental Indenture to be duly executed as of the date first written above.
COMPANY
SEASPAN CORPORATION |
||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: President and Chief Executive Officer |
Signature Page to Twelfth Supplemental Indenture
GUARANTEEING SUBSIDIARIES:
GC INTERMODAL II, LTD. |
||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
GC INTERMODAL III, LTD. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
GC INTERMODAL XII, LTD. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
GC INTERMODAL XIV, LTD. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Signature Page to Twelfth Supplemental Indenture
GUARANTORS:
Seaspan Holding 140 Ltd. |
||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan 140 Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan (Asia) Corporation | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Containership 2180 Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Containership 2181 Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Holdco I Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Holdco II Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Signature Page to Twelfth Supplemental Indenture
Seaspan Holdco III Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Holdco IV Ltd. | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
Seaspan Ship Management Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Crew Management Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Investment I Ltd. | ||
By: | /s/ Ryan Courson | |
Name: Ryan Courson | ||
Title: Chief Financial Officer |
Seaspan Management Services Limited | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: President |
Seaspan Advisory Services Limited | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: President |
Seaspan Capital Ltd. | ||
By: | /s/ Bing Chen | |
Name: Bing Chen | ||
Title: Chief Executive Officer |
Signature Page to Twelfth Supplemental Indenture
TRUSTEE:
THE BANK OF NEW YORK MELLON, as Trustee |
||
By: | /s/ Teresa Wyszomierski | |
Name: Teresa Wyszomierski | ||
Title: Vice President |
Signature Page to Twelfth Supplemental Indenture