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AMA Gains Toehold in Germany – Acquires 49.9% of Lloyd Fonds
In our catch-up last week, we missed the news that Lloyd Fonds AG had successfully completed its equity issue with full subscription rights. In an offer that was underwritten by AMA Capital Partners, a total of EUR 14.7 million was raised based upon the issuance of 14.7 million new shares priced at EUR 1.00 each. AMA subscribed to 13.7 million shares with the existing shareholders acquiring the balance. As a consequence AMA holds a 49.9% interest in the company which will expand its supervisory board to six members of which three will be nominated by AMA. Of the total proceeds EUR 10 million will be used to settle its contingent liabilities towards the banks likely resulting from pre-delivery equity financings. AMA is now an insider giving them a leg-up over their competitors in getting a first look at opportunities in Hamburg.
New Odfjell Terminal Joint Venture in China
Continuing its focus on the terminal business, Odfjell SE announced on Wednesday its agreement to enter into a joint venture with Tianjin Economic-Technology Development Area (“TEDA”) to develop a terminal and marine facilities for bulk liquid chemicals, petroleum products and gases in the Nangang Industrial Zone (Tianjin) in China.
Diana Containerships’ Sale-leaseback with APL
On Monday, Diana Containerships Inc. announced that they had purchased the M/V APL Sardonyx and the M/V APL Spinel, both with a capacity of approximately 4,750 TEUs, for $30 million each. The vessels were built in 1995 and 1996 respectively at Samsung Heavy Industries. Delivery of the vessels is expected to take place this quarter.
Restis Steps Up and Banks Cooperate – Seanergy Amends Facilities
On Monday, Seanergy Maritime Holdings Corp. announced that two of its lenders had agreed in principal to waive certain financial covenants in three of its loan facilities and to amend the terms of two of its facilities. Giving comfort to the lenders was the main shareholder’s decision to inject $10 million of new equity.
Rewarding Shareholders – Seaspan’s Tender Offer
Today, Seaspan Corporation announced the preliminary results of its tender offer which expired yesterday, for the purchase of up to 10 million of its Class A common shares at $15/share. Not surprisingly, given the premium offered, the offer was a huge success with 21.3 million shares tendered. Based upon the terms of the offer, which gives Seaspan the right to increase the number of shares purchased by 2%, the company expects to purchase 11.3 million shares for a cash outlay of $169.5 million. The acquisition of the 11.3 million shares, which represents approximately 16% of the common shares outstanding, will reduce the share count to 58,367,460 shares. As a consequence of the oversubscription, the company expects purchase the shares from each tenderer on a prorated basis, which is estimated to be 53%. Citigroup acted as dealer manager of the tender offer.
Welcome to Brazil, Mr. Fredriksen
Given the growing opportunities in Brazil, it is not surprising that Seadrill Limited would seek the advantages of a local presence in country. Back in early December, Seadrill announced that its wholly owned indirect subsidiary, Seabras Servicos de Petroleo S.A. made an initial filing of a Reference Form with the Brazilian Securities and Exchange Commission in connection with a potential initial public offering of its shares on the Nova Mercado segment of the Sao Paulo Stock Exchange. Naturally any offering would be subject to market conditions and the approval and the registration of the shares by the Brazilian authorities.
SeaCube’s Shelf
Also, just before the holidays, SeaCube Container Leasing Ltd announced the filing of a universal shelf registration to sell up to $75 million of securities, which could include common or preferred shares, debt securities, warrants, subscription rights, purchase contracts, purchase units or any combination thereof. In addition, the company registered up to 8.525 million shares owned by an affiliate of Fortress for sale in a secondary offering to take place sometime in the future. Proceeds of the primary offering will be used for working capital and general corporate purposes which might include the re-payment or refinancing of outstanding indebtedness and the financing of future acquisitions. The filing was effective as of December 30th.
Build, Borrow and Extend – Scorpio Covers the Bases
Surely, Scorpio Tankers Inc. waited until all the pieces were in place before announcing a multitude of transactions just prior to the holidays. To begin, the company announced that it had contracted with Hyundai Mipo Dockyard to construct the sixth of a series of 52,000 DWT MR product tankers, with new propulsion technology, for a price of $36.4 million with delivery in January 2013. This follows the order for five sister vessels placed at Hyundai back in June for approximately $37.4 million with delivery scheduled between July and October 2012. This latest contract also contains options for a further three vessels of the same specification. Declarable in mid-January the first option is exercisable at the same price. Should the company exercise the first option, it has a second option, which must be declared in mid-March 2012 for the construction of a further two vessels at a slightly higher price of $37.2 million each.
NewLead Sheds Assets
Less fortunate was NewLead Holdings Ltd with its mixed fleet of tankers and dry bulkers. While a sound strategy, its levered balance sheet and lack of liquidity could not withstand the abysmal tanker market. With limited options, the company and the bank syndicate led by the Bank of Scotland agreed to sell its four LR1 product tankers with the banks agreeing to accept the net sales proceeds in full satisfaction of all amounts owed under the loan agreement. The sale of two of the vessels occurred on December 22nd with the sale of the other two expected to take place this month. As a result, NewLead’s indebtedness will be reduced by $147.9 million to $437.5 million, which will encumber a remaining fleet of 14 dry bulk vessels, including one handysize under construction and two handymax product tankers. This was a huge step in a process that continues.
Genco Amends its Agreements
Just before the holiday break, Genco Shipping & Trading Limited announced it had separately amended its $1.4 billion revolver, its $253 million senior secured term loan facility and its $100 million term loan facility led respectively by DnB NOR, Deutsche Bank and Credit Agricole. The parties have agreed to waive both the maximum leverage and interest coverage ratio covenants through the quarter ending March 31, 2013. During that interim period, a new covenant which limits interest bearing consolidated debt to 62.5% of the aggregate of interest bearing debt plus consolidated net worth will be tested. In this instance the quid pro quo was the prepayment of the loans to the tune of $62.5 million of which $52.5 million was allocated to the $1.4 billion facility, $7 million to the $253 million facility and $3 million allocated to the $100 million facility. The banks also took their pound of flesh charging an upfront fee of 25 bps on the amount of the outstanding loans and applying the proceeds in inverse maturity. In addition, the $1.4 billion revolver is subject to a 200 bps facility fee payable quarterly on average daily outstanding loans, which reduces to 100 bps upon completion of an equity offering of a minimum of $50 million. Albeit expensive, this is yet another example of a company, having the wherewithal, taking the lead and managing the process to achieve a level of certainty despite the difficult markets.
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