From The Playbook

When you’re good and connected, anything is possible. Last week, Seaspan announced that it had purchased a newly delivered 4,250 TEU newbuilding containership for approximately $43 million from Zhejiang Shipbuilding Co Ltd of China. Based upon information provided by our neighbors, this is a very favorable price, approaching the newbuilding low prior to 2004, calculated at $10,000 per TEU. The price likely compares favorably with their Samsung newbuildings, which formed the core of its initial fleet.

Seaspan has fixed the vessel to United Arab Shipping Company on time charter for a period of two years at the strong rate of $20,500 for the first year increasing to $20,850 for the second. Continue Reading

Promises Kept

There are lots of things you can say about Seaspan, but one thing that stands out is the fact that they stay on message. But perhaps even more importantly they walk the talk. While there is more than enough debt to complete the newbuilding program, there has been an equity gap ranging from $180 to $240 million which was to be filled by “common or other equity and/or other forms of capital over the period from the second quarter of 2011 to the second quarter of 2012.” One would say, in these days of readily available equity, no problem. However, the company had one self-imposed condition. Dilution of the existing shareholders was to be avoided.

Last year, the founding shareholders purchased preferred shares. This year, a wholly owned subsidiary of the company entered into a sale-leaseback transaction with an affiliate of a leading publicly traded Chinese bank. Seaspan sold the bank one of its 13,100 TEU vessels it had contracted to build at Hyundai for up to $150 million and, upon delivery its subsidiary will charter it back from the Chinese bank/owner. This can be viewed as a “head lease” and is in all likelihood a bareboat charter. The original 12-year time charter between Seaspan and COSCO Container Line will remain in place with its terms unchanged. This sub-lease, if you will, provided “Chinese content” as well as substantial credit support to the transaction for the Chinese bank/owner. The transaction is non-recourse to Seaspan and therefore is from a legal/commercial perspective an operating lease. However as the subsidiary is 100% owned it will be capitalized on Seaspan’s consolidated balance sheet for accounting purposes. The terms of the charter-back are undisclosed, but the economics, due to lower borrowing costs today as opposed to when the deal was done, may have improved.
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Less Buzz, but…………More Business

On the outside, this year’s Jefferies Conference was subdued with less buzz than previously. However, it was a marked improvement to last year’s event, which coincided with the collapse of Lehman Brothers. Then the shipping markets were still good but all eyes were focused on the Bloomberg screens awaiting developments, while discussions revolved around whether or not to buy gold. Today was different. The economy seems to be improving while the shipping markets struggle. Shipping’s main source of capital, bank debt, is rationed while the equity markets are offering hope. Today was the day for public shipping companies to plead their case to investors. It was all about business.

We know that the presentations are the interlude and that the real action takes place behind the scenes during the one on one meetings as investors and companies engage in speed dating. Yet even in the public venue, we saw a clear dichotomy between the haves and have not’s. The rooms were packed for those companies with large market caps, liquidity and share volatility. For investors these days, slow and steady does not win the race. Nevertheless, the good news was that all the companies had meetings, although some had more than others. But all agreed the meetings were of high quality and now included a new class of investor – the opportunity fund.

As usual, our coverage will focus on points of interest to us. But as it was impossible to cover three tracks, our emphasis, for the most part, was on those unappreciated companies where interest may have waned, whether for lack of coverage or as a consequence of the market sector in which they participate.

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Jonathan Whitworth Moves to Vancouver

More precisely Jonathan Whitworth has taken on the role of CEO at Washington Marine Group, one of the most dynamic marine businesses around with interests as far ranging as being major sponsor of Seaspan to tugs, barges , log towing, ferries, bunkering, shipbuilding, repair, escort…basically you name it. Terrific match.

Earnings Season Continues

We continue to admire our analyst friends, who four times a year have to pore through the company financial reports, analyze them and update their models to fine tune their calls. With the greater disclosure there is much work to be done during these periods and we are happy to leave it to them. We, on the other hand, prefer to give the earnings releases a quick review in search of items of interest to us, which we think provide broader general insights both to the companies themselves as well as the industry. What follows is a selection of these items.

Eagle Amends
Within its 2nd quarter earnings release, Eagle Bulk Shipping (“Eagle”) disclosed that it had amended its revolving credit facility and entered into a management agreement with its former main shareholder.

In its third Amendatory Agreement to its credit facility, Eagle and Royal Bank of Scotland (“RBS”) have agreed to reduce for the second time the amount of availability under the facility. Originally the facility was for $1.6 billion which amount was reduced in December 2008 to $1.35 billion. With the current amendment, it has been further reduced to $1.2 billion. The facility, which matures in July 2014 continues to be interest only until July 2012, when availability begins to decline with the commencement of four semi-annual reductions of $56.25 million with the balance due at maturity. The facility currently accrues interest at LIBOR + 2.50%, with undrawn portions bearing a commitment fee of 0.7%. The cost of interest has become expensive, having nearly doubled from prior periods. It now represents ~22% of EBITDA up from 13%.

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Rashomon – As We See It

It began with the movie “Rashomon” and evolved into a concept. “The Rashomon effect is the effect of the subjectivity of perception on recollection, by which observers of an event are able to produce substantially different but equally plausible accounts of it.” Or as the movie asks, who is telling the truth and what is the truth?

Our version of the script calls for a look at Seaspan’s first quarter earnings announcement to elicit the main takeaways. We then turned to our favorite shipping analysts, including Natasha Boyden of Cantor Fitzgerald, Gregory Lewis of Credit Suisse, Omar Nokta of Dahlman Rose, Douglas Mavrinac of Jefferies, Urs Dür of Lazard and Justin Yagerman of Wachovia, for their views and calls. This becomes a very interesting exercise because, as the analyts tell us, there is no company that is easier to model given their strategy to lock-in costs and fix revenues for the long-term.

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Gleanings from Capital Link

Following the CMA, Capital Link held its 3rd Annual Invest in International Shipping Forum at the Metropolitan Club, which was overflowing for much of the day. There were general presentations, panels as well as company presentations. The following were our main takeaways from this forum.

The container sector has been the hardest hit and so we listened with great interest to that panel led by Ken Hoexter of Banc of America Securities-Merrill Lynch. The panelists included Gerry Wang of Seaspan, Aristides Pittas of Euroseas and Dimitiri Andritsoyiannis of Danaos. The collapse of the market is attributable to simple supply and demand. Overbuilding joined with reduced demand resulting from a slowdown in consumer buying. Mr. Wang believes this is a 12 to 18 month problem with 2012 to 2014 being good years. The lines will survive as they exercise self-help by utilizing alliances, like the airlines. Slot sharing is not as effective as filling a single ship instead of having two partially filled. Mr. Andritsoyiannis espoused the certainty that globalization will continue and that the containership is the only way to efficiently move finished goods. Mr. Pittas reminded everyone that it is a cyclical business and the good market will return. He plays the market more than his fellow panelists. He operates his smaller ships on shorter-term charters taking advantage of good markets and laying up vessels when the market is bad. He currently has three ships in lay-up and is relying on his solid balance sheet to get his company through the downturn.

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Seaspan Redux

Last week we published an article on Seaspan’s $200 million preferred issue and were asked to clarify some of the points made in it.

Most importantly, the transaction was internally generated and there was no real or implied pressure from Seaspan’s bankers to do this transaction. The company felt it was prudent in today’s environment to bring on more equity and not hope for better markets to raise public equity as long as it was well priced and favorable to its shareholders. Moreover, the trade off for the dilution five years out made sense.

Proving that they did not need the money today, the deal was done in two tranches and achieved better than market terms.
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Seaspan Supporters Step Up

The most recent illustration of this phenomenon has come from Seaspan (NYSE:SSW)’s backers. Co-founder Dennis Washington issued a statement saying: “I believe strongly in the financial model of Seaspan Corporation. The Company has a very modern fleet, prestigious customers and a strong management team. The Company is well-positioned to take advantage of opportunities that may arise in the future.” Then he put his money where his mouth is with the announcement of a $200 million issue of preferred equity.

The company last week announced an agreement to issue and sell Series A Preferred Stock to Dennis, Kevin and Kyle Washington and Graham Porter through respective affiliates. Dennis Washington will be investing $140 million and the others an aggregate of $60 million. Continue Reading

Dividends Anyone?

With the recent collapse of both commodity prices and the BDI, share prices, particularly on the dry side, quickly followed suit. A decline in share price is never good news, but for the high paying dividend companies it was a double-edged sword. As yield and share price track inversely, the nominal dividends on these shares now equate to extraordinary yields. The whispered question on the street is whether the high dividend paying companies, given the poor market and lack of liquidity, will cut their dividends. Thus far two companies have answered this week with a resounding no. OceanFreight declared its 3rd quarter dividend at the current level. And demonstrating even greater confidence, Navios Maritime Partners increased its 3rd quarter dividend by 10% and announced that the 4th quarter dividend would also be increased by a further 4%.
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