Atlas Corp. (Form: 6-K, Received: 08/05/2022 06:09:00)

ATLAS CORP.

Date: August 4, 2022

/s/ Sarah Pybus

Sarah Pybus

Associate General Counsel and Secretary

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 4, 2022

Commission File Number 001-39237

ATLAS CORP.

(Exact name of Registrant as specified in its Charter)

23 Berkeley Square

London, United Kingdom

W1J 6HE

(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 on Form 6-K of Atlas Corp., or this Report, is hereby incorporated by reference into: the Registration Statement of Atlas Corp. filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2008 on Form F-3D (Registration No. 333-151329), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 31, 2011 on Form S-8 (Registration No. 333-173207), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 20, 2013 on Form S-8 (Registration No. 333-189493), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 24, 2012 on Form F-3 (Registration No. 333-180895), as amended on March 22, 2013 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 29, 2014 on Form F-3 (Registration No. 333-195571), as amended on March 6, 2017, April 19, 2017 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on November 28, 2014 on Form F-3 (Registration No. 333-200639), as amended on March 6, 2017, April 19, 2017 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on November 28, 2014 on Form S-8 (Registration No. 333-200640), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 12, 2015 on Form F-3D (Registration No. 333-202698), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 24, 2016 on Form S-8 (Registration No. 333-212230), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on August 25, 2017 on Form F-3 (Registration No. 333-220176), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on December 21, 2017 on Form S-8 (Registration No. 333-222216), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 13, 2018 on Form F-3D (Registration No. 333-224291), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 13, 2018 on Form F-3 (Registration No. 333-224288), as amended on May 3, 2018, May 7, 2018 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on September 28, 2018 on Form F-3 (Registration No. 333-227597), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on January 18, 2019 on Form F-3 (Registration No. 333-229312), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 27, 2019 on Form F-3 (Registration No. 333-230524), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on May 11, 2020 on Form F-3 (Registration No. 333-238178), as supplemented on December 7, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 30, 2020 on Form S-8 (Registration No. 333-239578), the Registration Statement of Atlas Corp filed with the SEC on March 19, 2021 on Form F-3 (Registration No. 333-254536), the Registration Statement of Atlas Corp filed with the SEC on July 16, 2021 on Form F-3 (Registration No. 333-257967), and the Registration Statement of Atlas Corp filed with the SEC on March 25, 2022 on Form S-8 (Registration No. 333-263872).

Information Contained in this Form 6-K Report

On August 4, 2022, the Board of Directors of Atlas Corp. received a non-binding proposal letter from Poseidon Acquisition Corp., an entity formed by certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”), certain affiliates of the Washington Family (“Washington”), David Sokol, Chairman of the Board of Atlas, and Ocean Network Express Pte. Ltd., and certain of their respective affiliates, to acquire all of the outstanding common shares of Atlas, other than common shares owned by Fairfax, Washington, Mr. Sokol and certain executive officers of the Company, for $14.45 cash per common share. The proposal letter is filed herewith as Exhibit 99.1 and incorporated by reference herein.


Exhibit Number		Description

99.1		Letter to the Board of Directors dated August 4, 2022.

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.

Exhibit 99.1

POSEIDON ACQUISITION CORP.

CONFIDENTIAL

August 4, 2022

Atlas Corp.

23 Berkeley Square

London, United Kingdom WIJ 6HE

Attn: Board of Directors

Re: Non-Binding “Go-Private” Proposal

To Board of Directors (the “Board”):

On behalf of an entity (“Bidco”) formed by certain affiliates of Fairfax Financial Holdings Limited (collectively, “FF”), Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 2014 Trust (collectively, “Washington Family Holdings”), David L. Sokol (“DS”) and Ocean Network Express Pte. Ltd. and certain of their respective affiliates (the “Consortium”), I am writing to outline our proposal to acquire all of the outstanding common shares of Atlas Corp. (the “Company”) not presently owned by FF, Washington Family Holdings, DS and certain executive officers of the Company. FF, Washington Family Holdings and OS, together with their respective affiliates, as applicable, collectively own approximately 68% of the Company’s outstanding common shares on a fully diluted basis. Our proposal does not contemplate the acquisition of any publicly traded Company preferred shares.

We believe that the shipping industry will go through significant changes over the next several years as global trade reacts to the supply chain issues of the past two years, and that the global economy and financial markets are in a period of transition, in part due to the effects of the global COVID pandemic. We believe that it will be essential for the Company to make timely decisions, many of which could impact short-term results, and that those decisions cannot be made as efficiently as a public company.

We therefore believe that, as a private company, the Company would best be able to achieve long-term value and enhance its competitive position in the global marketplace. We further believe that Bidco’s intended offer to acquire all of the common shares of the Company not already owned by Consortium members and certain executive officers of the Company (the “Transaction”) at a price equal to $14.45 per share will provide a positive result for the holders of the Company’s common shares. This price represents a premium of approximately 32.1% to the average closing price of the Company’s common shares over the last 30 days and a premium of 28.8% to the average closing price over the last 60 days.

We will require a very limited 10-day due diligence period and can fully finance the Transaction with Consortium members’ available cash on hand (pursuant to equity commitment letters delivered to and accepted by Bidco). Because the Transaction does not constitute a change of control, it is our understanding that none of the Company’s material outstanding debt will need to be refinanced and no material lender consent will be required. Accordingly, there will be no financing condition. We are prepared to immediately begin negotiating definitive documentation for the Transaction (the “Transaction Agreement”) once counsel to the Special Committee has been engaged, with the goal of entering into a binding definitive agreement within two to three weeks.

The proposed Transaction will be subject to certain non-waivable conditions: First, we require that the Board establish a special committee of independent directors (the “Special Committee”) fully-empowered to review and accept or reject this proposal or any other proposal we may make, in conjunction with independent legal and financial advisors selected and engaged by the Special Committee, to determine whether it is in the best interests of the Company and its shareholders (other than Consortium members) and to negotiate definitive agreements with Bidco to effect the Transaction. We will not move forward with any Transaction unless it is approved and

recommended by the Special Committee. Second, the definitive agreement governing the Transaction, whether resulting from this or any other proposal that we may make, will include a non-waivable condition that, in addition to any other shareholder vote necessary to approve the Transaction, the Transaction must also be approved by the holders of a majority of the Company’s common shares not owned by Consortium members.

Members of the Consortium, in their capacity as shareholders of the Company, are only interested in acquiring the outstanding common shares of the Company that they do not already own; they are not interested in selling their Company common shares to another party and have no intention to vote in their capacity as shareholders of the Company in favor of any such transaction. Nevertheless, we can assure you that, if a Transaction does not occur, whether because (1) we do not make a binding definitive proposal, (2) the Special Committee, after consulting with its advisors, does not approve any proposal we make or (3) the requisite “majority of minority” vote is not obtained, the relationship among the Consortium members and the Company will not be adversely affected, and FF, TWC and DS, and their respective affiliates, as applicable, presently intend to remain as long-term shareholders of the Company.

This proposal constitutes an expression of interest only, and we reserve the right to withdraw or modify it in any manner. This letter does not include or constitute a binding offer to acquire the Company or any securities or assets of the Company, or a proposal of definitive terms for any transaction. Please be advised that applicable Consortium members will be filing amended Schedules 13D today.

We look forward to working constructively with the Special Committee, with the goal of consummating a successful transaction with value, speed and certainty. We will await your expeditious reply.



Sincerely, Poseidon Acquisition Corp.

By:		/s/ David L. Sokol
		Name: David L. Sokol
		Its: Chairman