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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 14, 2020
Commission File Number 1-32591
SEASPAN CORPORATION
(Exact name of Registrant as specified in its Charter)
Unit 2, 16/F., W668 Building
Nos. 668 Castle Peak Road,
Cheung Sha Wan, Kowloon
Hong Kong
China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of 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:
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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; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173207) FILED WITH THE SEC ON MARCH 31, 2011; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180895) FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-189493) FILED WITH THE SEC ON JUNE 20, 2013; |
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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; |
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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; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200640) FILED WITH THE SEC ON NOVEMBER 28, 2014; |
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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-202698) FILED WITH THE SEC ON MARCH 12, 2015; |
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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; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-212230) FILED WITH THE SEC ON JUNE 24, 2016; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220176) FILED WITH THE SEC ON AUGUST 25, 2017; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-222216) FILED WITH THE SEC ON DECEMBER 21, 2017; |
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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; |
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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-224291) FILED WITH THE SEC ON APRIL 13, 2018; |
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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-225681) FILED WITH THE SEC ON JUNE 15, 2018; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-227597) FILED WITH THE SEC ON SEPTEMBER 28, 2018; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-229312) FILED WITH THE SEC ON JANUARY 18, 2019; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-230524) FILED WITH THE SEC ON MARCH 27, 2019; AND |
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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-231401) FILED WITH THE SEC ON MAY 13, 2019. |
THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF ATLAS CORP.:
REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-234820) FILED WITH THE SEC ON NOVEMBER 22, 2019, AS AMENDED ON DECEMBER 31, 2019 AND JANUARY 16, 2020.
Item 1 Information Contained in this Form 6-K Report
As previously announced, Seaspan Corporation (Seaspan) entered into an Agreement and Plan of Merger with Atlas Corp., a wholly owned subsidiary of Seaspan (Atlas), and Seaspan Holdco V Ltd., a wholly owned subsidiary of Atlas, in order to implement a reorganization of Seaspans corporate structure into a holding company structure, pursuant to which Seaspan will become a direct, wholly owned subsidiary of Atlas (the Proposed Reorganization).
As also previously announced, Seaspan intends to delist its outstanding 7.125% senior unsecured notes due 2027 (the 2027 Notes) from the New York Stock Exchange (the NYSE) and to deregister the 2027 Notes under the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the Proposed Reorganization.
In addition, in connection with the Proposed Reorganization, Seaspan intends to delist its outstanding 5.50% senior notes due 2025 and related guarantees (the 2025 Notes) and 5.50% senior notes due 2026 and related guarantees (the 2026 Notes and together with the 2025 Notes and the 2027 Notes, the Notes) from the NYSE and to deregister the 2025 Notes and the 2026 Notes under the Exchange Act. On February 27, 2020, Seaspan intends to file a Form 25 with the United States Securities and Commission (the SEC) with respect to the Notes, and it is expected that the last day of trading of the Notes on the NYSE will be Monday, March 9, 2020.
Seaspan has not arranged for, and does not intend to arrange for, listing and/or registration of the 2027 Notes on another national securities exchange or for quotation on another quotation medium. Seaspan intends to exercise its option to redeem the 2027 Notes on October 10, 2020, the first date for early redemption, at par plus accrued and unpaid interest to, but not including, such redemption date. The 2025 Notes and 2026 Notes have been admitted to the official list of Euronext Dublin and are currently trading on the Global Exchange Market, the exchange regulated market of Euronext Dublin.
Seaspan issued a press release announcing its intention to delist the Notes from NYSE in connection with the Proposed Reorganization, a copy of which is attached to this Form 6-K as Exhibit 99.1.
Where to Find Additional Information
This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Atlas has filed a registration statement that includes a proxy statement/prospectus and other relevant documents in connection with the Proposed Reorganization. SEASPANS SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. The proxy statement/prospectus has been mailed to the holders of Seaspan shares. In addition, investors may obtain a free copy of the proxy statement/prospectus and other filings containing information about Seaspan, Atlas and the Proposed Reorganization, from the SEC at the SECs website at http://www.sec.gov after such documents have been filed with the SEC. Copies of the proxy statement/prospectus and other filings containing information about Seaspan, Atlas and the Proposed Reorganization can also be obtained without charge by accessing them on Seaspans website at http://www.seaspancorp.com or by contacting Seaspan Investor Relations at the address below:
Investor Inquiries:
Mr. Bill Stormont
Investor Relations
Seaspan Corporation
Tel. +1-604-638-7240
Email: IR@seaspanltd.ca
Cautionary Note Regarding Forward-Looking Statements
This report contains certain forward-looking statements (as such term is defined in Section 21E of the Exchange Act) concerning future events, including, without limitation, forward-looking statements regarding the Proposed Reorganization and the delisting and deregistration of the Notes. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, projects, forecasts, will, may, potential, should, and similar expressions are forward looking statements. These forward-looking statements reflect managements current expectations only as of the date of this report. As a result, you are cautioned not to rely on any forward-looking statements. Although these statements are based upon assumptions we believe to be reasonable based upon available information, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to: the potential that the Proposed Reorganization is not completed when anticipated or at all; the potential that Atlas common and preferred shares are not accepted for listing on the NYSE; Seaspan may determine not to exercise its option to redeem the Notes on October 10, 2020 or, if it does exercise such option, may not have sufficient liquidity to effectuate such redemption; and other factors detailed from time to time in our periodic reports and filings with the SEC, including Seaspans Annual Report on Form 20-F for the year ended December 31, 2018 and the Reports of Foreign Private Issuer on Form 6-K of Seaspan filed from time to time thereafter. We expressly disclaim any obligation to update or revise any of these forward looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of any of our securities.
Exhibit Index
Exhibit
No. |
Description |
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99.1 | Press Release issued by Seaspan Corporation on February 14, 2020. |
SIGNATURES
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: February 14, 2020 | By: |
/s/ Ryan Courson |
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Ryan Courson | ||||||
Chief Financial Officer |
Exhibit 99.1
Seaspan Announces Intention to Delist Notes from NYSE in
Connection with Previously Announced Reorganization
HONG KONG, China, February 14, 2020 Seaspan Corporation (NYSE:SSW) announced today, in connection with its previously announced holding company reorganization (the Proposed Reorganization), that it intends to delist its outstanding 5.50% senior notes due 2025 and related guarantees (the 2025 Notes) and 5.50% senior notes due 2026 and related guarantees (the 2026 Notes) from the New York Stock Exchange (the NYSE) and to deregister the 2025 Notes and 2026 Notes under the Securities Exchange Act of 1934, as amended (the Exchange Act). Seaspan announced its intention to delist and deregister its outstanding 7.125% senior unsecured notes due 2027 (the 2027 Notes and together with the 2025 Notes and the 2026 Notes, the Notes) on January 17, 2020. On February 27, 2020, Seaspan intends to file a Form 25 with the United States Securities and Commission (the SEC) and it is expected that the last day of trading of the Notes on the NYSE will be Monday, March 9, 2020.
In the Proposed Reorganization, Seaspan will become a wholly-owned subsidiary of a new holding company, Atlas Corp. (Atlas). Upon consummation of the Proposed Reorganization, all Seaspan common and preferred shares will be cancelled and the holders of such cancelled shares will receive Atlas common and preferred shares, as applicable, with the same number of shares and the same ownership percentage of the same corresponding class of Seaspan shares as they held immediately prior the Proposed Reorganization. Upon the completion of the Proposed Reorganization, Atlas intends to be deemed a successor issuer of Seaspan in accordance with Rule 12g-3 under the Exchange Act and Rule 414 under the Securities Act of 1933, as amended.
Seaspan has not arranged for, and does not intend to arrange for, listing and/or registration of the 2027 Notes on another national securities exchange or for quotation on another quotation medium. Seaspan intends to exercise its option to redeem the 2027 Notes on October 10, 2020, the first date for early redemption, at par plus accrued and unpaid interest to, but not including, such redemption date.
The 2025 Notes and 2026 Notes have been admitted to the official list of Euronext Dublin and are currently trading on the Global Exchange Market, the exchange regulated market of Euronext Dublin.
About Seaspan
Seaspan is a leading independent charter owner and operator of containerships with industry leading ship management services. We charter our vessels primarily pursuant to long-term, fixed-rate, time charters to the worlds largest container shipping liners. Seaspans fleet consists of 119 containerships, including one vessel the Company has agreed to purchase, which has not yet been delivered, representing total capacity of more than 975,000 TEU. Seaspans current operating fleet of 118 vessels has an average age of approximately seven years and an average remaining lease period of approximately four years, on a TEU-weighted basis.
Seaspan has the following securities listed on the NYSE:
Symbol: |
Description: |
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SSW |
Class A common shares | |
SSW PD | Series D preferred shares | |
SSW PE | Series E preferred shares | |
SSW PG | Series G preferred shares | |
SSW PH | Series H preferred shares | |
SSW PI | Series I preferred shares | |
SSWA | 7.125% senior unsecured notes due 2027 | |
SSW25 | 5.500% senior notes due 2025 | |
SSW26 | 5.500% senior notes due 2026 |
Where to Find Additional Information
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Atlas has filed a registration statement that includes a proxy statement/prospectus and other relevant documents in connection with the Proposed Reorganization. SEASPANS SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. The proxy statement/prospectus has been mailed to the holders of Seaspan shares. In addition, investors may obtain a free copy of the proxy statement/prospectus and other filings containing information about Seaspan, Atlas and the Proposed Reorganization, from the SEC at the SECs website at http://www.sec.gov after such documents have been filed with the SEC. Copies of the proxy statement/prospectus and other filings containing information about Seaspan, Atlas and the Proposed Reorganization can also be obtained without charge by accessing them on Seaspans website at http://www.seaspancorp.com or by contacting Seaspan Investor Relations at the address below:
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Investor Inquiries:
Mr. Bill Stormont
Investor Relations
Seaspan Corporation
Tel. +1-604-638-7240
Email: IR@seaspanltd.ca
Cautionary Note Regarding Forward-Looking Statements
This release contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events, including, without limitation, forward-looking statements regarding the Proposed Reorganization, the delisting and deregistration of Seaspans securities and the redemption of the 2027 Notes. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, projects, forecasts, will, may, potential, should, and similar expressions are forward looking statements. These forward-looking statements reflect managements current expectations only as of the date of this release. As a result, you are cautioned not to rely on any forward-looking statements. Although these statements are based upon assumptions we believe to be reasonable based upon available information, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to: the potential that the Proposed Reorganization is not completed when anticipated or at all; the potential that Atlas common and preferred shares are not accepted for listing on the NYSE; Seaspan may determine not to exercise its option to redeem the Notes on October 10, 2020 or, if it does exercise such option, may not have sufficient liquidity to effectuate such redemption; and other factors detailed from time to time in our periodic reports and filings with the SEC, including Seaspans Annual Report on Form 20-F for the year ended December 31, 2018 and the Reports of Foreign Private Issuer on Form 6-K of Seaspan filed from time to time thereafter. We expressly disclaim any obligation to update or revise any of these forward looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of any of our securities.
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