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Success But at a Price – Box Ships’ IPO
Following quickly on the heels of the Golar LNG Partners LP offering, Box Ships Inc., a wholly owned subsidiary of Paragon Shipping Inc. became the second IPO of the year. Approximately three weeks ago, the company filed a registration statement to sell 10 million shares of the common stock of the company, leaving Paragon with a 22.7% stake. The sale would include a green shoe of a further 1.5 million shares. Pricing was expected to be between $15 and $17 per share and assuming midpoint pricing, gross proceeds would be $160 million. The net proceeds of the offering would be used to partially fund the acquisition of an initial fleet of six containerships, including three being acquired from Paragon, with an aggregate capacity of 28,177 TEU.
Don’t Fight the Tape – ACL I Done
We scratch our head in wonder and realize there is much for us to learn. Certainly this week we understand that logic may not prevail against the appetite for yield, or as Mr. Market reminded us, “don’t fight the tape”.
Last week we described in some detail why we thought ACL I’s unsecured Senior PIK Toggle Notes (“Notes”) were not a good idea and since the deal was oversubscribed and upsized it clearly is not worth repeating the litany here. Instead, we will focus on the deal itself, details of which are highlighted in the Guts of the Deal contained herein.
“…Ask and you shall receive…”
The overriding theme of capital being available to existing companies continues. Both DHT Holdings Inc. (“DHT”) and Teekay Tankers Ltd successfully concluded overnight follow-on equity offerings last week and both were well received.
DHT initially announced plans to offer 8 million shares in an underwritten public offering, “subject to market conditions.” Market conditions were certainly good with the transaction approximately 3 times oversubscribed. The offer was upsized approximately 93% to 15.5 million shares, which included an exercised underwriter’s option to purchase up to 2.025 million shares to cover overallotments. The shares were offered at a discount range of 8-10% of the closing price on February 3rd of $5.08. The strong demand resulted in the transaction being priced at $4.65/share equal to a discount of 8.4%. Proceeds will be used for general corporate purposes, which may include, without limitation, vessel acquisitions, business acquisitions or other strategic alliances, reduction of outstanding borrowings, capital expenditures and working capital.
Stop Presses
Just as we were ready to publish, DHT Holdings and Teekay Tankers announced follow-on equity offerings. DHT intends to offer 8 million shares and will use the proceeds, approximately $40 million based upon today’s closing price, for general corporate purposes. The joint bookrunning managers are UBS, BofA Merrill Lynch and Citi. Dahlman Rose will act as Co-manager and Carnegie as sales agent in Scandinavia.
TOO Follows-on Again
Once again utilizing its $750 million shelf registration, Teekay Offshore, on the heels of its August follow-on offering of 5.25 million shares, last week offered to the public a further 5.6 million common units. The units were priced at $28.74, a 4.4% discount to Thursday’s closing price of $29.11. A green shoe of 840 thousand shares has been offered to the underwriters. Proceeds will be used for general partnership purposes, including the acquisition of dropdowns from parent, Teekay. In the interim the partnership expects to use the proceeds to pay down a portion of its outstanding debt under various revolving credit facilities. More details are provided in out Guts of the Deal below.
US Capital Markets Fuel Corporate Activity – Wall Street Firms Execute For Clients
Marine Money Capital Market League Tables Highlight
DnB NOR, Deutsche, Citi and Jefferies
Marine Money’s survey of the global banking community in the spring told a dramatic story. Banks prefer lending to and doing business with public shipping companies. Transparency, performance and the simple fact that public company managements with their access to capital have been among the most active in the business – that activity of course translates into fees – makes the case that capital markets access and execution capability are important skills. We celebrate here the Capital Markets performance of the leading Wall Street banks and their first half contributions to the shipping community.
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Getting Closer – Ridgebury Fine Tunes
Last week, the principals of Ridgebury Tankers filed the 2nd amendment to their equity offering. In the latest revision, the amount of the offering was increased to a maximum of $340.8 million up from $325 million in the prior filing. More importantly however was the indication of increased momentum as UBS and Wells Fargo joined Jefferies as joint lead bookrunners. We highlight the preliminary terms in the Guts of the Deal below.
The Right Product for the Right Time – Teekay Offshore Follow-on
Last week, the Wall Street Journal reported on the “Frenzy in Energy Partnerships”. “Lured by hefty yields, investors are pouring billions of dollars into a small corner of the stock market – energy focused master limited partnerships – which has seen a huge rally of 15% this year.” This has caused concern, as these gains are not the result of a meaningful change in fundamentals but simply the consequence of a rush of new money into the sector. This should come as no surprise as investors seek safe havens for their cash and, in this instance, are rewarded with yields, a portion of which may be tax free, well in excess of Treasuries.
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An Unexpected Twist
In a bizarre turn of events, New Century Shipbuilding (“NCS”) has canned its listing plans in Singapore on eve of pricing, citing tough market conditions. The Business Times in Singapore reported today that there is more to the sudden IPO pull-out than meets the eye. The largest privately owned shipbuilder in China is now accused of misleading investors through material inaccuracies contained in its prospectus. Quoting unnamed sources, a complaint made to the Singapore Exchange pointed out that the shipbuilder had failed to disclose that two shipbuilding contracts for Sino Noble worth USD 180 million had been terminated late last year and were wrongly listed as part of its outstanding orderbook. NCS had also failed to mention the legal claim amounting to USD 60 million that Sino Noble is currently claiming against the shipbuilder.
The company could face criminal action from the Monetary Authority of Singapore if found guilty of making false and misleading statements. According to its prospectus, its orderbook has an aggregate value of USD 5.2 billion as at 31 March 2010 and included orders for 83 vessels with a combined tonnage of approximately 10.8 million dwt to be delivered between 2010 and 2012. We are absolutely baffled by NCS’ non-disclosure in consideration that the two disputed contracts with Sino Noble accounted for only 3.5% of its total orderbook. There appear to be hardly sufficient reasons to place the IPO in jeopardy by not being transparent in this regard. Continue Reading
Wall Street We Have a Problem
Like a phoenix arising from the ashes of U.S. Shipping Partners L.P., American Petroleum Tankers Holding LLC (“APT”) has come to the market offering $275 million First Priority Senior Secured Notes due in 2015. The company’s equity sponsors, Blackstone (75%) and Cerberus (25%) intend to use the proceeds of the offering to escrow $169.9 million for the construction and acquisition of the last two of five 49,000 DWT product tankers ordered at NASSCO, the M/T Empire State and M/T Evergreen State, to refinance the existing senior secured loan facility of $96.6 million and pay $8.5 million in transaction fees and expenses. The notes are rated B1 and B+, highly speculative, by Moody’s and S&P respectively.
The company’s fleet of five product carriers is the youngest in the Jones Act Fleet. The first three vessels, Golden State, Pelican State and Sunshine State, are chartered to major oil companies, BP, Marathon and Chevron respectively with the last two to be delivered upon completion to the Military Sealift Command (“MSC”). The charter terms vary with the Golden State and Pelican State on 7-year and 3-year charters respectively. The Sunshine State is on a 9-month charter and, as is typical with the MSC, the last two vessels are on 1-year charters with annual options to avoid a full five-year commitment. The five-year tenor of the notes likely reflects the charter profile.
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