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

For the month of December 2022

Commission File Number: 001-34153

 

 

GLOBAL SHIP LEASE, INC.

(Translation of registrant’s name into English)

 

 

c/o Global Ship Lease Services Limited

25 Wilton Road

London SW1V 1LW

United Kingdom

(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):  ☐.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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:  ☐.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K (this “Report”) as Exhibit 3.1 is a copy of the Certificate of Amendment to the Certificate of Designation for the 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred Shares”) of Global Ship Lease, Inc. (the “Company”), filed with the Registrar of Corporations for the Republic of the Marshall Islands on December 28, 2022, increasing the number of authorized Series B Preferred Shares to 104,000.

Attached to this Report as Exhibit 99.2 is a copy of the press release issued by the Company on December 8, 2022, announcing that the Company has declared a dividend of $0.546875 per depositary share, each share representing 1/100th interest in a share of the Company’s Series B Preferred Shares.

The information contained in this Report is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-231509, 333-258800 and 333-267468) and Form S-8 (File Nos. 333-258992 and 333-264113).

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.

 

     

GLOBAL SHIP LEASE, INC.

(Registrant)

Dated: December 29, 2022

      
   

By:

  

/s/ Ian J. Webber

      Ian J. Webber
      Chief Executive Officer

Exhibit 3.1

 

LOGO   

AMENDMENT

 

TO

 

STATEMENT OF DESIGNATIONS

 

OF

 

GLOBAL SHIP LEASE, INC.

Reg. No. 28891

                                     REPUBLIC OF THE MARSHALL ISLANDS

                                     REGISTRAR OF CORPORATIONS

                                     DUPLICATE COPY

                                     The original of this Document was

                                     FILED ON

NON-RESIDENT

 

  

        December 28, 2022                                

LOGO

   LOGO                     
  

 

  

Cynthia Ro                            

  

Deputy Registrar                

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF DESIGNATION

8.75% SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES

Global Ship Lease, Inc., a corporation organized and existing under the laws of the

Republic of the Marshall Islands (the “Company”), does hereby certify pursuant to the provisions of the Business Corporations Act of the Republic of the Marshall Islands:

 

  1.

That a duly authorized committee of the Company’s Board of Directors previously adopted a resolution on August 13, 2014, to create a series of preferred shares of the Company designated as “8.75% Series B Cumulative Redeemable Perpetual Preferred Shares” (the “Series B Preferred Shares”).

 

  2.

That pursuant to resolutions adopted by the unanimous consent of the Board of Directors of the Company on December 28, 2022 the Certificate of Designation for the Series B Preferred Shares, dated August 19, 2014, and as amended on December 9, 2019 (the “Certificate of Designation”), is further amended to increase the number of authorized Series B Preferred Shares:

The first sentence of Section 2 of the Certificate of Designation be and it hereby is deleted and replaced in its entirety as follows:

“The authorized number of shares of Series B Preferred Shares shall be 104,000 shares, subject to increase by filing a certificate of designation with respect to such additional shares.”

 

  3.

All of the other provisions of the Certificate of Designation shall remain unchanged.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Designation as of December 28, 2022.

 

By:

  

LOGO

 

 

 

Name: Ian J. Webber

 

Title: Chief Executive Officer

Exhibit 99.2

 

LOGO

Investor and Media Contact:

The IGB Group

Bryan Degnan

646-673-9701

or

Leon Berman

212-477-8438

Global Ship Lease Declares Quarterly Dividend on its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares

LONDON, December 08, 2022 – Global Ship Lease, Inc. (NYSE:GSL) (the “Company”) announced today that the Company’s Board of Directors has declared a cash dividend of $0.546875 per depositary share, each representing a 1/100th interest in a share of its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred Shares”) (NYSE:GSLPrB). The dividend represents payment for the period from October 1, 2022 to December 31, 2022 and will be paid on January 3, 2023 to all Series B Preferred Shareholders of record as of December 23, 2022.

About Global Ship Lease

Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. It was listed on the New York Stock Exchange in August 2008.

As at November 8, 2022, Global Ship Lease owned 65 containerships, ranging from 1,118 to 11,040 TEU, with an aggregate capacity of 342,348 TEU. 32 ships are wide-beam Post-Panamax.

Adjusted to include all charters agreed, up to November 8, 2022, the average remaining term of the Company’s charters as at September 30, 2022, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.9 years on a TEU-weighted basis. Contracted revenue on the same basis was $2.23 billion. Contracted revenue was $2.65 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.7 years.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and the Company cannot assure you that the events or expectations included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including the factors described in “Risk Factors” in the Company’s Annual Report on Form 20-F and the factors and risks the Company describes in subsequent reports filed from time to time with the U.S. Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to reflect the occurrence of unanticipated events.