UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from            to            

Commission file number 001-34228

GENERAL MARITIME CORPORATION

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	66-0716485
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
299 Park Avenue, New York, New York	10171
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (212) 763-5600

Securities of the Registrant registered pursuant to Section 12(b) of the Act:

Title of Each Class

Common Stock, par value $.01 per share

Name of Each Exchange on Which Registered

New York Stock Exchange

Securities of the Registrant registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes o  No o

Note: The registrant has filed all reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceeding 12 months. This Report is filed pursuant to the requirements of Section 15(d) of the Exchange Act.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):

Large Accelerated Filer o	Accelerated Filer x
Non-Accelerated Filer o	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant as of June 30, 2010 was approximately $496.3 million, based on the closing price of $6.04 per share.

The number of shares outstanding of the registrant’s common stock as of March 14, 2012 was 121,705,048 shares.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III, Items 10, 11, 12, 13 and 14 are incorporated by reference in an amendment to this Annual Report on Form 10-K,  which will be filed by the registrant within 120 days after the close of its 2011 fiscal year.

PART I

ITEM 1.  BUSINESS

OVERVIEW

Business

We are a leading provider of international seaborne crude oil transportation services.  We also provide transportation services for refined petroleum products.  As of March 10, 2012, our fleet consists of 30 wholly-owned vessels: seven VLCCs, 12 Suezmax vessels, eight Aframax vessels, two Panamax vessels, and one Handymax vessel.  The weighted-average age of our fleet as of December 31, 2011 was 8.3 years.  These vessels have a total of 5.1 million dwt carrying capacity on a combined basis and all are double-hulled.  As of March 10, 2012, we also chartered-in three product tankers (the “Chartered-in Vessels”).  The weighted-average age of the Chartered-in Vessels as of December 31, 2011 was 7.1 years.  The Chartered-in Vessels, which are double-hulled, have a total of 0.1 million dwt carrying capacity on a combined basis.  Many of the vessels in our fleet are “sister ships”, which provide us with operational and scheduling flexibility, as well as economies of scale in their operation and maintenance.  Our customers include major international oil companies and vessel owners such as BP, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Shell, Stena AB and Trafigura.

We employ one of the largest fleets in the Atlantic basin. Vessels owned by us operate in ports in the Caribbean, South and Central America, the United States, West Africa, the Mediterranean, Europe and the North Sea. We have focused our operations in the Atlantic because we believe that our stringent operating and safety standards represent a potential competitive advantage. Transportation of crude oil to the U.S. Gulf Coast and other refining centers in the United States requires vessel owners and operators to meet more stringent environmental regulations than in other regions of the world. Our fleet operates in every major tanker market. We believe this enables us to take advantage of market opportunities and helps us to position our vessels in anticipation of drydockings.

We actively monitor market conditions and changes in charter rates, and manage the deployment of our vessels between spot market voyage charters, which generally last from several days to several weeks, and time charters, which generally last one to three years.  Our strategy is intended to provide greater cash flow stability through the use of time charters for part of our fleet, while maintaining the flexibility to benefit from improvements in market rates by deploying the balance of our vessels in the spot market.

Seven of our VLCCs currently operate in the Seawolf Tankers commercial pool managed by Heidmar, Inc. (“Heidmar”).  Two of these vessels entered the pool via period charters.  Commercial pools are designed to provide for effective chartering and commercial management of similar vessels that are combined into a single fleet to improve customer service, increase vessel utilization and capture cost efficiencies.

Effects of Sustained Weakness in Shipping Industry Conditions on Cash Flow

For the past three years, the oil tanker industry has experienced extended weakness in global demand for its services. The industry has also experienced an oversupply of tankers competing for that demand. As a result, according to Clarksons PLC, charter rates for oil tankers declined by approximately 69% from July 2008 to December 2011. Weakness in charter rates has directly and adversely affected our operating results. Although our average fleet size increased from 21.5 vessels to 34.2 vessels over the last four years, our cash provided by operating activities declined from $114.4 million for the year ended December 31, 2008 to net cash used by operating activities of $70.7 million for the year ended December 31, 2011. Several of our time charters (with higher charter rates than the prevailing spot market) expired during 2011. This, in turn, increased our exposure to the market for spot charters, thereby adversely affecting our cash flows.

Consequently, we have experienced liquidity constraints in light of our substantial operating and capital expenditures and debt service requirements. We believe that, although we have strong operations with a high-quality fleet, the entire industry has been affected by the challenges of a highly competitive market environment and weak charter rates, which may result in further deterioration of our results of operations.

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Reorganization Under Chapter 11

On November 17, 2011 (the “Petition Date”), we and substantially all of our direct and indirect subsidiaries (with the exception of those in Portugal, Russia and Singapore, as well as certain inactive subsidiaries) (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases are being jointly administered under the caption In re General Maritime Corporation, et al., Case No. 11-15285 (MG) (the “Chapter 11 Cases”). In the context of the Chapter 11 Cases, unless otherwise indicated or the context otherwise requires, “General Maritime,” the “Company,” “we,” “us,” and “our” refer to General Maritime Corporation and such subsidiaries. We are continuing to operate our business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

On November 16, 2011, we entered into agreements supporting a plan of reorganization as contemplated by the Support Agreement with certain of the lenders under our Oaktree Credit Facility, 2010 Amended Credit Facility and 2011 Credit Facility (collectively, the “Pre-petition Credit Facilities”) (see “— Restructuring Support Agreement,” “—Equity Purchase Agreement,” and “—Item 7 Management’s Discussion and Analysis- Liquidity and Capital Resources”).

On November 18, 2011, the Bankruptcy Court approved certain first-day motions in the Chapter 11 Cases, including, without limitation, approval of an interim order authorizing the DIP Facility (as described below under “— Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources — DIP Facility”) and the use of our cash collateral, interim orders authorizing the payment of critical and foreign vendors, wages, salaries and other benefits to employees, and interim orders authorizing the continued use of its existing cash management system (subject to the maintenance of concentration accounts in accordance with the court order)  and continuation of intercompany funding of certain of its affiliates.  On December 15, 2011, the Bankruptcy Court entered final orders with respect to these matters, including a final order approving the DIP Facility.

With the approval of the Bankruptcy Court, we have retained legal and financial professionals to advise us on the Chapter 11 Cases and certain other professionals to provide services and advice to us in the ordinary course of business. From time to time, we may seek Bankruptcy Court approval to retain additional professionals.

The filing of the Chapter 11 Cases constituted a default or otherwise triggered repayment obligations under our Pre-petition Credit Facilities and Senior Notes (as described under Item 7 Management’s Discussion and Analysis- Liquidity and Capital Resources- “Senior Notes”). Further, such defaults and repayment obligations have resulted in events of default and/or termination events under certain other contracts we are party to. Under the Bankruptcy Code, however, the filing of a bankruptcy petition automatically stays most actions against a debtor, including most actions to collect pre-petition indebtedness or to otherwise exercise control over the property of the debtor’s estate. Any distribution to creditors on account of pre-petition indebtedness will be pursuant to a chapter 11 plan of reorganization. Thus, substantially all of our pre-petition liabilities are subject to settlement. As described below, we have already classified our obligations outstanding under our 2010 Amended Credit Facility and 2011 Credit Facility as current liabilities in the accompanying consolidated balance sheet as of December 31, 2011. We have classified our Oaktree Credit Facility and Senior Notes as liabilities subject to compromise as of December 31, 2011.  Any entitlement to post-petition interest will be determined in accordance with applicable bankruptcy law. Any descriptions of agreements, rights, obligations, claims or other arrangements contained in this Annual Report on Form 10-K must be read in conjunction with, and are qualified by, the parties’ respective rights under applicable bankruptcy law.

Under the Bankruptcy Code, we have the right to assume or reject executory contracts and unexpired leases, subject to approval of the Bankruptcy Court and other limitations. In this context, “assuming” an executory contract or unexpired lease means that we will agree to perform our obligations and cure certain existing defaults under the contract or lease and “rejecting” an executory contract means that we will be relieved of our obligations to perform further under the contract or lease, which may give rise to a pre-petition claim for damages for the breach thereof. Any descriptions of executory contracts or unexpired leases in this Annual Report on Form 10-K must be read in conjunction with, and are qualified by, any applicable provisions under the Bankruptcy Code.

We anticipate that substantially all of our pre-petition liabilities will be resolved under, and treated in accordance with, a plan of reorganization to be voted on by our creditors in accordance with the provisions of the Bankruptcy Code. There can be no assurance that any proposed plan of reorganization will be confirmed by the Bankruptcy Court and consummated. Furthermore, there can be no assurance that we will be successful in achieving our reorganization goals or that any measures that are achievable will result in sufficient improvement to our financial position.

We have incurred and expect to continue to incur significant costs associated with our reorganization and the Chapter 11 Cases. The amount of these expenses is expected to significantly affect our financial position and results of operations, but we cannot predict the effect the Chapter 11 Cases will have on our business and cash flow.

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Restructuring Support Agreement

On November 16, 2011, we entered into a Restructuring Support Agreement (the “Support Agreement”) with certain lenders under our Pre-petition Credit Facilities (collectively, the “Supporting Creditors”). The Supporting Creditors collectively hold more than 66-2/3% in amount of the claims under the Pre-petition Credit Facilities. Following the entry into the Support Agreement, we filed the Chapter 11 Cases with the Bankruptcy Court.

The Support Agreement provides, subject to its terms and conditions, among other things:

·the Supporting Creditors agreed (i) to support approval of, and not object to, the DIP Facility, (ii) to support approval of, and not object to, a disclosure statement describing a plan of reorganization as contemplated by the Support Agreement, (iii) to timely vote to accept the the plan of reorganization as contemplated by the Support Agreementand to support approval and confirmation of the plan of reorganization as contemplated by the Support Agreement, (iv) to not object to the plan of reorganization as contemplated by the Support Agreement and (v) to not participate in any alternative plan, sale, dissolution or restructuring (other than as provided in the term sheet attached to the Support Agreement (the “Term Sheet”) or in the Support Agreement), or alter, delay or impede approval of the disclosure statement as contemplated by the Support Agreement and confirmation and consummation of the plan of reorganization as contemplated by the Support Agreement;

·we agreed (i) through the pendency of the Chapter 11 Cases, to operate (along with our subsidiaries) in the ordinary course of business consistent with past practice and the debtor-in-possession budget and use our commercially reasonable efforts to keep intact the assets, operations and relationships of our business, (ii) to use reasonable commercial efforts to support and complete the restructuring and all transactions contemplated under the plan of reorganization as contemplated by the Support Agreement and the Term Sheet in accordance with the deadlines set forth in the Support Agreement (the “Milestones”), and (iii) to take no actions that are inconsistent with the Support Agreement or the expeditious confirmation and consummation of the plan of reorganization as contemplated by the Support Agreement, subject to our fiduciary obligations under applicable law; and

·we, along with the Supporting Creditors also agreed that (i) following the commencement of the Chapter 11 Cases and until the beginning of the hearing regarding confirmation of the plan of reorganization as contemplated by the Support Agreement, we may solicit, initiate, respond to, discuss, negotiate, encourage and seek to assist the submission of alternative equity commitment proposals concerning a transaction other than the plan of reorganization as contemplated by the Support Agreement (an “Alternative Transaction”), and (ii) we will provide periodic reports concerning the status of discussions and negotiations concerning an Alternative Transaction (if any) to the Supporting Creditors.

The Support Agreement may be terminated by mutual written agreement between us and the required Supporting Creditors holding each class of indebtedness (each, a “Class”). The Support Agreement may also be terminated in a number of other circumstances, including, without limitation:

·by us following the occurrence of any of the events specified in the Support Agreement, including: (i) any Supporting Creditor’s material breach of its obligations under the Support Agreement that remains uncured for the specified period; (ii) our board of directors determining, in good faith and upon the advice of our advisors, in their sole discretion, that continued pursuit of the plan of reorganization as contemplated by the Support Agreement is inconsistent with their fiduciary duties; or (iii) the lenders under the Pre-petition Senior Facilities having directed us to commence an “Acceptable Sale Process” pursuant to the terms of the DIP Facility;

·by the Supporting Creditors under the Pre-petition Senior Facilities (together, collectively, the “Supporting Credit Facility Lenders”) upon the occurrence of any of the events specified in the Support Agreement, including: (i) the “Definitive Documents” (as defined in the Term Sheet) filed by us including terms that are inconsistent with the Term Sheet in any material respect; (ii) our filing of any motion for relief seeking certain specified actions; (iii) our filing of any motion approving a payment to any party that would be materially inconsistent with the treatment of such party under the Support Agreement; (iv)  a material breach of our obligations under the Support Agreement that remains uncured for the specified period; (v) any event of default by us under the DIP Facility; (vi) the Administrative Agent (as described below under “— Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources — DIP Facility”) under the DIP Facility having directed us to commence an “Acceptable Sale Process pursuant to the terms of the DIP Facility; or (vii) OCM Marine Investments CTB, Ltd.’s (the “Supporting Oaktree Lender”) material breach of its obligations under the Support Agreement that remains uncured for the specified period; or

·by the Supporting Oaktree Lender upon the occurrence of any of the events described in clauses (i) - (vi) of the immediately preceding bullet point, or any of the following: (i) our failure to comply with the deadlines specified in the

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Milestones; (ii) our failure to obtain entry of an order approving our entry into an equity commitment agreement (the “Proposed Equity Commitment Agreement”); (iii) any event of default by us under the DIP Facility that remains uncured for the specified period; (iv) the termination of the equity commitment under the Equity Financing Commitment Letter (as described below), or, following the execution of the Proposed Equity Commitment Agreement, under the Proposed Equity Commitment Agreement; (v) the Supporting Credit Facility Lenders’ breach of any of their obligations under the Support Agreement that remains uncured for the specified period; or (vi) immediately following the withdrawal of an Original Supporting Credit Facility Lender (as defined below), the Supporting Creditors which remain in the same Class (or Classes) as the withdrawing Original Supporting Credit Facility Lender holding less than 66-2/3% in amount or less than 50% in number of the claims in such Class.

In addition, any Supporting Credit Facility Lender that is a party to the Support Agreement as of November 16, 2011 (each, an “Original Supporting Credit Facility Lender”) may terminate the Support Agreement as to itself within five days following the Bankruptcy Court hearing to approve the disclosure statement as contemplated by the Support Agreement for solicitation purposes in accordance with the Milestones if, after the hearing, the approved disclosure statement includes a term in respect of the New Credit Facilities (as described below) regarding the minimum cash balance financial covenant, the interest coverage ratio financial covenant or excess cash sweep (which terms are to be mutually agreed upon in accordance with the Term Sheet) that is not reasonably satisfactory to such Original Supporting Credit Facility Lender.

If we terminate the Support Agreement pursuant to clause (ii) of the first bullet point in the second preceding paragraph above, then we must pay a $7.75 million break-up fee (after giving effect to the EPA Order (as described below under “— Equity Purchase Agreement”) of the Bankruptcy Court on December 15, 2011) to the Supporting Oaktree Lender on or before the consummation of an Alternative Transaction (other than, for the avoidance of doubt, a credit bid by the Supporting Credit Facility Lenders or the lenders under the DIP Facility), following satisfaction of the outstanding obligations under the Pre-petition Senior Facilities and the DIP Facility in full, in cash or other treatment acceptable to the Supporting Credit Facility Lenders.

The plan of reorganization as contemplated by the Support Agreement consists of, among other things, (i) a new $175 million equity investment (the “Equity Investment”) in the reorganized Company by the Supporting Oaktree Lender or its affiliates, and potentially one or more investors not affiliated with the Supporting Oaktree Lender identified by the Supporting Oaktree Lender in its sole discretion (the “Plan Sponsor”), $75 million of which is to be used to pay down the Pre-petition Credit Facilities, on terms and conditions to be specified in the Proposed Equity Commitment Agreement, (ii) the conversion of all outstanding obligations to the Supporting Oaktree Lender under the Oaktree Credit Facility into a form of equity in the reorganized Company to be agreed upon by the parties, as a result of which the Plan Sponsor will, on the effective date of the plan of reorganization as contemplated by the Support Agreement, own 100% of the equity of the reorganized Company, subject to dilution in specified instances in accordance with the terms of the the plan of reorganization as contemplated by the Support Agreement, including warrants, equity issued in the reorganized Company in connection with a management incentive plan (the “MIP”), as described below, and participation by creditors other than the Supporting Oaktree Lender in the Equity Investment (if any, and on terms acceptable to the Supporting Oaktree Lender in its sole discretion), including in connection with the rights offering (if any) contemplated by the Equity Financing Commitment Letter, as described below, (iii) a new 2011 Credit Facility (the “New 2011 Credit Facility”) and a new 2010 Amended Credit Facility (the “New 2010 Credit Facility” and, together with the New 2011 Credit Facility, collectively, the “New Credit Facilities”), and (iv) the MIP, under which 10% of the equity in the reorganized Company (or such other amount as agreed to by the Plan Sponsor and the reorganized Company), on a fully diluted basis, will be reserved for issuance to eligible employees, directors and officers of the reorganized Company in the form of restricted stock and/or options.

The plan of reorganization as contemplated by the Support Agreement must provide that holders of allowed claims will receive the following on the effective date of the plan of reorganization as contemplated by the Support Agreement, unless different treatment is agreed to by the holder of the allowed claim and us: (i) DIP Facility claims, as well as administrative and priority claims, will be satisfied in full in cash; (ii) holders of claims arising under the Pre-petition Credit Facilities will each receive the pay-downs allocated on the basis described above and a pro rata share of the New Credit Facilities; (iii) claims under the Oaktree Credit Facility will be satisfied as described above; (iv) holders of unsecured claims, including the holders of the Senior Notes, will be entitled to recovery consistent with the plan of reorganization as contemplated by the Support Agreement filed and confirmed in connection with the requirements set forth in the Support Agreement, including equity in the reorganized Company made available to such holders on account of participation in the Equity Investment on the terms set forth in the plan of reorganization as contemplated by the Support Agreement (if any, and on terms acceptable to the Supporting Oaktree Lender in its sole discretion); (v) all existing equity interests (including common stock, preferred stock and any options, warrants or rights to acquire any equity interests) in General Maritime Corporation will be cancelled; and (vi) claims held by us in a non-debtor affiliate or another subsidiary (and vice versa) and interests held by us in a non-debtor affiliate or another subsidiary will be canceled and/or reinstated in connection with the plan of reorganization as contemplated by the Support Agreement, subject to the reasonable consent of us, the Supporting Oaktree Lender and the Supporting Credit Facility Lenders.

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Investors are cautioned that they could lose some or all of their investment as a result of the plan of reorganization as contemplated by the Support Agreement and the Chapter 11 Cases described above. The plan of reorganization as contemplated by the Support Agreement provides for no recovery by holders of equity interests and does not contemplate a determinable recovery, if any, by holders of the Senior Notes.

Under the Term Sheet, the New Credit Facilities will bear interest at LIBOR plus a margin of 4% per annum, with no LIBOR floor, and will mature five years from the effective date of the plan of reorganization as contemplated by the Support Agreement. The New 2011 Credit Facility will provide for quarterly scheduled amortization payments of approximately $16.5 million, and the New 2010 Credit Facility will provide for quarterly scheduled amortization payments of approximately $7.4 million, in each case subject to reductions beginning June 30, 2014, with no contractual amortization prior to June 30, 2014. The New 2011 Credit Facility will be secured by a perfected first lien on all the vessel-owning subsidiaries and all the assets of General Maritime Subsidiary and Arlington, and a second lien on all the vessel-owning subsidiaries and all the assets of General Maritime Subsidiary II (the security for the New 2011 Credit Facility will be the same as the security for the pre-petition 2011 Credit Facility), and the New 2010 Credit Facility will be secured by a perfected first lien on the all the vessel-owning subsidiaries and all the assets of General Maritime Subsidiary II, and a second lien on all the vessel owning subsidiaries and all the assets of General Maritime Subsidiary and Arlington (the security for the New 2010 Credit Facility will be the same as the security for the pre-petition 2010 Amended Credit Facility). The financial covenants for the New Credit Facilities will include a collateral maintenance covenant requiring that the fair market value of the collateral acting as security under each New Credit Facility (such valuations to be performed by brokers selected by the New Credit Facility lenders on a quarterly basis and at any other times as mutually agreed upon by the parties thereto) must be at least 110% of the then-total commitment or the then-outstanding loans, as applicable, under the applicable New Credit Facility for 2012, 115% of the then-total commitment or the then-outstanding loans for 2013, and 120% of the then-total commitment or the then-outstanding loans thereafter. The New Credit Facilities will also include an interest rate coverage ratio covenant to be based upon a 25% cushion to a “base case” as mutually agreed upon by the parties thereto. The New Credit Facilities will also include a minimum cash balance covenant and other affirmative and negative covenants as mutually agreed upon by the parties thereto. The New Credit Facilities will also provide for the quarterly sweep of non-equity funded cash balances (to be defined in a manner to be mutually agreed upon) above $100 million in 2012, $75 million in 2013 and an amount to be agreed upon by the parties thereto for 2014 and thereafter, taking into consideration the scheduled amortization payment being made with respect to the applicable quarter, which will be applied to the permanent reduction of the New Credit Facilities (each an “Excess Cash Reduction”). Each Excess Cash Reduction will be allocated between the New 2011 Credit Facility and the New 2010 Credit Facility pro rata based upon deferred amortization, and will be applied to the New Credit Facilities in a manner to be mutually agreed by the parties thereto. The New Credit Facilities will also provide for other mandatory prepayment provisions as mutually agreed upon by the parties thereto.

The Support Agreement provides for a commitment fee payable in the form of 5-year penny warrants exercisable for up to 5.0% of the reorganized Company upon terms satisfactory to the Supporting Oaktree Lender and us, to be payable to the Supporting Oaktree Lender or its designee on the effective date of the plan of reorganization as contemplated by the Support Agreement. The Support Agreement also requires us to reimburse the Supporting Oaktree Lender during the course of the Chapter 11 Cases and following the effective date of the plan of reorganization as contemplated by the Support Agreement or, if such effective date does not occur, through and including the date of termination of the Support Agreement and the Proposed Equity Commitment Agreement, as applicable, for all reasonable and documented advisor fees and out-of-pocket costs and expenses which have been or are incurred in anticipation of, during or otherwise in connection with the Chapter 11 Cases. Such reimbursement will be junior and subject to the outstanding obligations under the Pre-petition Credit Facilities and the DIP Facility, including any related adequate protection obligations.

Equity Purchase Agreement

On November 16, 2011, we entered into an Equity Financing Commitment Letter (the “Equity Financing Commitment Letter”) with the Supporting Oaktree Lender. Pursuant to the Equity Financing Commitment Letter, the Supporting Oaktree Lender committed, directly or indirectly through one or more affiliates, to provide exit equity financing of $175 million, reduced by the amount of any equity investment resulting from any rights offering consented to by the Supporting Oaktree Lender, to the reorganized Company, subject to specified conditions, including the execution and delivery by us of the Equity Purchase Agreement in form and substance acceptable to each of the Supporting Oaktree Lender and us.

On December 15, 2011, the Bankruptcy Court issued an order (the “EPA Order”) authorizing us to enter into an Equity Purchase Agreement, dated as of December 15, 2011, as modified by the EPA Order (the “Equity Purchase Agreement”), with Oaktree Principal Fund V, L.P., Oaktree Principal Fund V (Parallel), L.P., Oaktree FF Investment Fund, L.P. — Class A, and OCM Asia Principal Opportunities Fund, L.P. (collectively, the “Oaktree Funds”).

Under the Equity Purchase Agreement, the Oaktree Funds have agreed to provide an equity investment in us of $175 million (the “Equity Investment Amount”) under the plan of reorganization as contemplated by the Support Agreement, provided that the Oaktree Funds may permit other parties to participate in such equity investment through a participation offering. Any such participation would

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result in a corresponding reduction in the Oaktree Funds’s Equity Investment Amount. In consideration for its equity investment and, pursuant to the plan of reorganization as contemplated by the Support Agreement, the contribution of the outstanding obligations under the pre-petition Amended and Restated Credit Agreement, dated as of May 6, 2011, as amended, by and among the us, certain of our affiliates, and certain affiliates of the Oaktree Funds, including the Supporting Oaktree Lender, the Oaktree Funds and/or the Supporting Oaktree Lender will receive 100% of the shares of our equity (the “Reorganized Equity”) which are outstanding immediately after the effective date of the plan of reorganization as contemplated by the Support Agreement, provided that the Reorganized Equity to be received by the Oaktree Funds will be subject to dilution by the Commitment Fee (as described below) and our management equity incentive plan, as well as other terms that may be set forth in the plan of reorganization as contemplated by the Support Agreement.

Consistent with our fiduciary duties, we are permitted to solicit Alternative Transactions until the hearing regarding confirmation of the plan of reorganization as contemplated by the Support Agreement.

Pursuant to the Equity Purchase Agreement, we are obligated to pay the following fees to the Oaktree Funds (or its designated affiliate):

·Commitment Fee. At the closing of the transaction under the plan of reorganization as contemplated by the Support Agreement, we will deliver to the Oaktree Funds five-year penny warrants exercisable for up to five percent of the Reorganized Equity (the “Commitment Fee”), provided that if the closing under the plan of reorganization as contemplated by the Support Agreement does not occur, we will have no obligation to deliver the Commitment Fee to the Oaktree Funds.

·Break-Up Fee. In the event that we terminate the Equity Purchase Agreement as a result of a determination by our Board of Directors that the continued pursuit of the plan of reorganization as contemplated by the Support Agreement is inconsistent with their fiduciary duties, we, pursuant to the EPA Order, shall pay a $7.75 million break-up fee to the Oaktree Funds if we consummate an Alternative Transaction.

·Expense Reimbursement. We are authorized to reimburse the Oaktree Funds for all reasonable and documented monthly advisor fees and out-of-pocket costs and expenses of our financial advisor and legal counsel, as well as the Oaktree Fund’s reasonable out-of-pocket expenses, in each case during the course of the Chapter 11 Cases.

The payment of any such fees and expenses to the Oaktree Funds will, under certain circumstances, be subject to Bankruptcy Court review for reasonableness.

We, along with the Oaktree Funds, have made customary representations and warranties and covenants in the Equity Purchase Agreement including, among others, a covenant made by us to conduct our business in the ordinary course consistent with past practice and the budget contemplated by the DIP Facility during the time between the execution of the Equity Purchase Agreement and the consummation of the transactions contemplated thereby.

The consummation of the transactions contemplated by the Equity Purchase Agreement is subject to specified conditions, including Bankruptcy Court approval of the plan of reorganization as contemplated by the Support Agreement, our compliance with each of the Milestones set out in the Support Agreement, the absence of any event of default under the DIP Facility, the absence of any circumstances constituting a “Material Adverse Effect” (as defined in the Equity Purchase Agreement), our having an amount of cash equal to at least $20 million, plus the amount by which the aggregate of accounts payable exceeds $10 million, as of the closing date (after giving effect to all of the restructuring transactions set forth in the Proposed Plan), and the absence of any material breach of the Support Agreement by us or any other supporting credit facility lender (other than the Supporting Oaktree Lender).

The EPA Order extended by two weeks each of the Milestones that are to be implemented under the plan of reorganization as contemplated by the Support Agreement, as set forth in the Support Agreement. Pursuant to the agreed-upon extension of the Milestones, we filed the chapter 11 plan of reorganization (as amended, the “Plan”) and the accompanying disclosure statement (as amended, the “Disclosure Statement”) with the Bankruptcy Court on January 31, 2012.

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The Equity Purchase Agreement may be terminated by mutual written agreement of us and the Oaktree Funds. The Equity Purchase Agreement may also be terminated in a number of other circumstances, including, without limitation:

·by us or the Oaktree Funds if the lenders under the Pre-petition Senior Facilities have directed us to commence an “Acceptable Sale Process” pursuant to the terms of the DIP Facility;

·by the Oaktree Funds if: (i) we fail to comply with the Milestones; (ii) the definitive documents for the transactions contemplated in the Support Agreement which are filed by us include terms that are inconsistent with the Term Sheet in any material respect; (iii) there is any event of default by us under the DIP Facility that remains uncured for the specified period; (iv) there is a material breach by the Supporting Creditors (other than the Supporting Oaktree Lender) of any of their obligations under the Support Agreement that remains uncured for the specified period; (v) we file a motion for relief seeking certain specified actions; (vi) the conditions to the Oaktree Fund’s obligations set forth in the Equity Purchase Agreement fail to be satisfied, or (vii) there is a material breach by us of our obligations under the Equity Purchase Agreement or the Support Agreement that remains uncured for the specified period; and

·by us if: (i) there is a material breach by the Oaktree Fund of its obligations under the Equity Purchase Agreement or the Support Agreement that remains uncured for the specified period; or (ii) our Board of Directors determines, in good faith and upon the advice of their advisors, in their sole discretion, that continued pursuit of the Plan is inconsistent with their fiduciary duties.

On February 27, 2012, we entered into a Limited Waiver Agreement (the “EPA Waiver”) with the Oaktree Funds. Pursuant to the EPA Waiver, the Oaktree Funds waived all of their termination rights and rights to assert the failure to occur of any closing conditions under the Equity Purchase Agreement arising solely out of (i) our failure to maintain minimum cumulative Consolidated EBITDA (as defined in the DIP Facility) of $2,115,000 for the period commencing on November 1, 2011 and ending on December 31, 2011 and minimum Consolidated EBITDA of $4,600,000 for the period commencing on November 1, 2011 and ending on January 31, 2012 and (ii) the event of default arising under the DIP Facility arising therefrom.

The Plan

On January 31, 2012, we filed the Plan, together with an accompanying Disclosure Statement, with the Bankruptcy Court. On February 26, 2012, we filed an amended Plan and Disclosure Statement with the Bankruptcy Court amending the initial Plan and Disclosure Statement filed on January 31, 2012. Following a Bankruptcy Court hearing on February 28, 2012 to approve the Disclosure Statement, on February 29, 2012, we filed a further amended Plan and Disclosure Statement. On March 1, 2012, we filed the solicitation version of the Disclosure Statement with the Bankruptcy Court.  A hearing on confirmation of the Plan is currently scheduled for April 25, 2012.

The Plan will become effective only if it is confirmed by the Bankruptcy Court and upon the fulfillment of certain other conditions contained in the Plan. These conditions precedent include, but are not limited to, the following:

·the Bankruptcy Court shall have entered the confirmation order in form and substance reasonably acceptable to us, the Oaktree Funds and the Supporting Creditors, and such confirmation order shall have become a final order;

·the terms of certain organizational agreements, including the new securities issued pursuant to the Plan, shall be consistent with the terms of the Plan;

·certain claims and expenses shall have been paid in accordance with the Plan and on terms reasonably satisfactory to the Oaktree Funds;

·the conditions precedent to the Equity Purchase Agreement shall have been satisfied or waived; and

·the Rights Offering, described below, shall have been conducted and consummated.

We may waive the conditions precedent to the Plan with the written consent of the Supporting Creditors and the Oaktree Funds. We cannot give any assurances as to when, or ultimately if, the Plan will become effective.

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The summary of the provisions of the Plan and our related capital structure contained herein highlights certain substantive provisions of the Plan and our resulting capital structure and is not a complete description of the Plan or its provisions or our proposed post-petition capital structure. The summary is qualified in its entirety by reference to the full text of the Plan, which is available, along with additional information on the Chapter 11 Cases, at www.GMRRestructuring.com. The Plan and the information on, or accessible through this website, are not part of or incorporated by reference herein.

Pre-petition Claims

On January 17, 2012, we filed schedules of our assets and liabilities existing as of the commencement of the Chapter 11 Cases with the Bankruptcy Court. In January 2012, the Bankruptcy Court set February 23, 2012 as the general bar date (the date by which most persons that wished to assert a pre-petition claim against us had to file a proof of claim in writing). We are evaluating the claims that were submitted and investigating unresolved proofs of claim. We filed a motion seeking to establish procedures to reconcile and resolve certain proofs of claim with the Bankruptcy Court on March 1, 2012. Our Liabilities subject to compromise represent our current estimate of claims expected to be allowed by the Bankruptcy Court.  At this time we cannot reasonably estimate the value of the claims that will ultimately be allowed by the Bankruptcy Court since our evaluation, investigation and reconciliation of the filed claims has not been completed.

General

Under the terms of the Plan, we will receive an infusion of $175 million in new capital from funds managed by Oaktree Capital Management, L.P. (“Oaktree”), less the amount raised in the Rights Offering described below, we will continue to operate as a going concern and we will reduce our funded indebtedness by approximately $600 million.

Additional terms of the Plan include:

·tax claims, obligations under the DIP Facility, and other obligations secured with our assets will be paid in full, in cash;

·$75 million of our existing Pre-petition Senior Facilities will be repaid, and we will enter into the Exit Facilities (as described below under “Exit Financing”);

·the secured amount of our existing Oaktree Credit Facility will be converted into 50% of our new equity on an undiluted basis;

·holders of allowed general unsecured claims against General Maritime Corporation will receive their pro rata share of warrants to purchase 2.5% of new equity in General Maritime Corporation;

·eligible holders of allowed general unsecured claims against General Maritime Corporation and our debtor subsidiaries that guarantee our obligations under our secured facilities have the opportunity to participate in a Rights Offering (as described below) to purchase up to 17.5% of our new equity on an undiluted basis for up to $61.25 million;

·holders of allowed general unsecured claims against General Maritime Corporation and our debtor subsidiaries that guarantee our obligations under our secured facilities that are not eligible to participate in the Rights Offering will receive the lesser of (i) their pro rata share of a non-eligible rights offering offeree distribution fund (established as a cash fund in the amount of $15,000), and (ii) 0.75% of the amount of such allowed claim from the non-eligible rights offering offeree distribution fund;

·holders of allowed general unsecured claims against the non-guarantor debtors will receive any cash available after payment of all senior claims against such non-guarantor debtors; and

·holders of old equity interests in General Maritime Corporation will receive no distribution on account of their interests.

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The Plan contemplates a rights offering (the “Rights Offering”) by us. In the Rights Offering, eligible holders of general unsecured claims will have the opportunity to purchase up to 17.5% of the new equity of the reorganized Company on an undiluted basis for up to $61.25 million, at a subscription price of $36.84 per share. To the extent that the Rights Offering is not fully subscribed by general unsecured creditors, the Oaktree Funds are committed to purchase any unsubscribed rights. General unsecured creditors which are not eligible to participate in the Rights Offering will receive the cash equivalent of the right to participate in the offering, approximately equal to a 0.75% recovery on their unsecured claims. The Rights Offering will be limited to those holders of general unsecured claims that are either qualified institutional buyers or accredited investors, as defined by applicable securities laws.

On February 28, 2012, the Bankruptcy Court entered an order approving the Rights Offering.  On February 29, 2012, the Bankruptcy Court entered an order approving the Disclosure Statement. The Bankruptcy Court also approved procedures by which the Company will solicit votes on the Plan and procedures for the Rights Offering, and set certain dates and procedures related to seeking confirmation of the Plan.

Consummation of the transactions contemplated under the Plan is subject to approval by the Bankruptcy Court. The hearing to consider approval of the Plan is scheduled to commence on April 25, 2012.

The Plan has not been approved by the Bankruptcy Court. There can be no assurance that our stakeholders will approve the Plan or that the Bankruptcy Court will confirm the Plan. We will emerge from Chapter 11 if and when the Plan receives the requisite approval from holders of claims, an order confirming the Plan is entered by the Bankruptcy Court, and certain conditions to the effectiveness of the Plan, as stated therein, are satisfied. This Annual Report on Form 10-K is not intended to be, nor should it be construed as, a solicitation for a vote on the Plan. The Amended Plan and Amended Disclosure Statement may be revised to reflect events that occur after the dates of their filing but prior to Bankruptcy Court approval.

Information contained in the Plan and the Disclosure Statement is subject to change, whether as a result of amendments to the Plan, actions of third parties, or otherwise, and the Plan is subject to confirmation by the Bankruptcy Court.

This Annual Report on Form 10-K is not an offering of any securities to be offered pursuant to Plan or the Rights Offering. Such securities will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an applicable exemption therefrom.

Exit Financing

The Plan provides for us to incur indebtedness upon the effective date of the Plan (the “Effective Date”) consisting of (i) a $273.8 million senior secured credit facility (the “$273M Exit Facility”) to be provided to General Maritime Subsidiary II Corporation by Nordea Bank Finland plc, New York Branch and a syndicate of lenders (collectively, the “$273M Exit Facility Lenders”) and (ii) a $508.9 million senior secured credit facility (the “$508M Exit Facility” and, together with the $273M Exit Facility, the “Exit Facilities”) to be provided to General Maritime Subsidiary Corporation by Nordea Bank Finland plc, New York Branch and a syndicate of lenders (collectively, the “$508M Exit Facility Lenders”).  For more information, see “— Restructuring Support Agreement.”

DIP Facility

See “- Liquidity and Capital Resources- DIP Facility.”

Bankruptcy Reporting Requirements

As a result of the commencement of the Chapter 11 Cases, we are now required to file various documents with, and provide certain information to, the Bankruptcy Court and other parties, including statements of financial affairs, schedules of assets and liabilities, and monthly operating reports in forms prescribed by applicable bankruptcy law. Such materials have been and will be prepared according to requirements of applicable bankruptcy law. While we believe these materials provide then-current information required under the Bankruptcy Code, they are nonetheless unaudited, are prepared in a format different from that used in our consolidated financial statements filed under the securities laws and certain of this financial information may be prepared on an unconsolidated basis. Accordingly, we believe that the substance and format of these materials do not allow meaningful comparison with our regular publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to our securities, or for comparison with other financial information filed with the SEC.

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Notifications

Shortly after the Petition Date, we began notifying current or potential creditors of the commencement of the Chapter 11 Cases. Subject to certain exceptions under the Bankruptcy Code, the Chapter 11 Cases automatically enjoined, or stayed, the continuation of any judicial or administrative proceedings or other actions against us or our property to recover on, collect or secure a claim arising prior to the Petition Date. Thus, for example, most creditor actions to obtain possession of our property, or to create, perfect or enforce any lien against our property, or to collect on monies owed or otherwise exercise rights or remedies with respect to a claim arising prior to the Petition Date are enjoined unless and until the Bankruptcy Court lifts the automatic stay. Vendors are being paid for goods furnished and services provided after the Petition Date in the ordinary course of business.

Creditors’ Committee

On November 29, 2011, the United States Trustee for the Southern District of New York appointed a statutory committee of unsecured creditors (the “Creditors’ Committee”). Generally, the Creditors’ Committee and its legal representatives have a right to be heard on all matters that come before the Bankruptcy Court with respect to the Chapter 11 Cases.

Going Concern and Financial Reporting in Reorganization

Our commencement of the Chapter 11 Cases and weak industry conditions have negatively impacted our results of operations and cash flows and may continue to do so in the future. These factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business.

Our ability to continue as a going concern is contingent upon, among other things, our ability to: (i) develop a plan of reorganization and obtain confirmation under the Bankruptcy Code, (ii) successfully implement such plan of reorganization, (iii) comply with the financial and other covenants contained in the DIP Facility, and, after the effective date of the Plan, the Exit Facilities (iv) reduce debt and other liabilities through the bankruptcy process, (v) return to profitability, (vi) generate sufficient cash flow from operations, and (vii) obtain financing sources to meet the our future obligations. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession pursuant to the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business (and subject to restrictions contained in the DIP Facility and the Equity Purchase Agreement), for amounts other than those reflected in the accompanying consolidated financial statements. Further, any plan of reorganization could materially change the amounts and classifications of assets and liabilities reported in the historical consolidated financial statements. In particular, such financial statements do not purport to show (i) as to assets, the realization value on a liquidation basis or availability to satisfy liabilities, (ii) as to liabilities arising prior to the Petition Date, the amounts that may be allowed for claims or contingencies, or the status and priority thereof, (iii) as to shareholder accounts, the effect of any changes that may be made in our capitalization or (iv) as to operations, the effects of any changes that may be made in the underlying business. A confirmed plan of reorganization would likely cause material changes to the amounts currently disclosed in the consolidated financial statements. Further, the Plan could materially change the amounts and classifications reported in the consolidated historical financial statements, which do not give effect to any adjustments to the carrying value of assets or amounts of liabilities that might be necessary as a consequence of confirmation of a plan of reorganization. The accompanying consolidated financial statements do not include any direct adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern or as a consequence of the Chapter 11 Cases.

We were required to apply the FASB’s provisions of Reorganizations effective on November 17, 2011, which is applicable to companies under bankruptcy protection, which generally does not change the manner in which financial statements are prepared. However, the FASB’s provisions do require that the financial statements for periods subsequent to the filing of the Chapter 11 Cases distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business must be reported separately as reorganization items in the statements of operations beginning in the year ended December 31, 2011. The balance sheet must distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Currently each of our 2011 Credit Facility, 2010 Amended Credit Facility and Oaktree Credit Facility have priority over our unsecured creditors; however we continue to evaluate creditors’ claims for other claims that may also have priority over unsecured creditors. Liabilities that may be affected by a plan of reorganization must be reported at the amounts expected to be approved by the Bankruptcy Court, even if they may be settled for lesser amounts as a result of the plan or reorganization. In addition, cash provided by reorganization items must be disclosed separately in the statements of cash flows. The accompanying consolidated financial statements do not reflect any adjustments relating to the classification of assets or liabilities as a result of adopting the requirements of bankruptcy accounting. In addition, these accompanying consolidated financial statements do not reflect any adjustments of the carrying value of assets and liabilities which may result from any plan of reorganization adopted by us.

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If any of our outstanding debt instruments are refinanced in a transaction that is required to be accounted for as an extinguishment of debt or any outstanding balance is accelerated by the holders of such debt, unamortized debt costs at the refinancing or acceleration date would be required to be expensed in the period of such refinancing or acceleration.

Defaults Under Outstanding Debt Instruments

The filing of the Chapter 11 Cases constituted an event of default with respect to each of the following debt instruments:

·the Oaktree Credit Facility, relating to approximately $214.5 million of principal and accrued and unpaid interest outstanding;

·the 2011 Credit Facility, relating to approximately $537.9 million of principal and accrued and unpaid interest outstanding;

·the 2010 Amended Credit Facility, relating to approximately $314.1 million of principal and accrued and unpaid interest outstanding; and

·the 12% Senior Notes due 2017, relating to approximately $318.0 million of principal and accrued and unpaid interest outstanding.

As a result of the filing of the Chapter 11 Cases, all indebtedness outstanding under each of the Oaktree Credit Facility, the 2011 Credit Facility, the 2010 Amended Credit Facility and the Indenture, each as described above, was accelerated and became due and payable, subject to an automatic stay of any action to collect, assert or recover a claim against us and the application of the applicable provisions of the Bankruptcy Code.

Further, such defaults and repayment obligations have resulted in events of default and/or termination events under certain other contracts that we are a party to.

NYSE Delisting

On November 17, 2011, we received notice from the New York Stock Exchange (the “NYSE”) that it had determined that our common stock should be immediately suspended from trading on the NYSE. The NYSE indicated that this decision was reached as a result of our filing of the Chapter 11 Cases under the Bankruptcy Code in the Bankruptcy Court.

The last day that our common stock traded on the NYSE was November 16, 2011.  Our common stock commenced trading on the over-the-counter (“OTC”) market on November 17, 2011.

On December 14, 2011, the NYSE filed an application with the SEC to delist our common stock.  The delisting became effective on December 24, 2011 in accordance with the terms of the application.

Risks and Uncertainties

Our ability, both during and after the Bankruptcy Court proceedings, to continue as a going concern is contingent upon, among other things, our ability: (i) to comply with the terms and conditions of the DIP Facility and the Equity Purchase Agreement; (ii) to obtain confirmation of the Plan under the Bankruptcy Code; (iii) to generate sufficient cash flow from operations; (iv) to reach an acceptable outcome from our discussions with the Creditors’ Committee; and (v) to obtain financing sources to meet our future obligations. We believe the consummation of a successful restructuring under the Bankruptcy Code is critical to our continued viability and long-term liquidity. While we are working towards achieving these objectives through the Chapter 11 reorganization process, there can be no certainty that we will be successful in doing so.

We urge that appropriate caution be exercised with respect to existing and future investments in any of our liabilities and/or our securities. See “Part I—Item 1A. Risk Factors.”

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AVAILABLE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, or the Exchange Act.  The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, NW, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.  The public can obtain any documents that we file with the SEC at www.sec.gov.

In addition, our company website can be found on the Internet at www.generalmaritimecorp.com.  The website contains information about us and our operations.  Copies of each of our filings with the SEC on Form 10-K, Form 10-Q and Form 8-K, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.  To view the reports, access www.generalmaritimecorp.com, click on Press Releases, and then SEC Filings.

Any of the above documents can also be obtained in print by any shareholder upon request to our Investor Relations Department at the following address:

Corporate Investor Relations
General Maritime Corporation
299 Park Avenue
New York, NY 10171

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BUSINESS STRATEGY

Our strategy is to employ our existing competitive strengths to enhance our position within the industry and maximize long-term cash flow.  Our strategic initiatives include:

·Managing our fleet in a disciplined manner. We have been an industry consolidator focused on opportunistically acquiring high-quality vessels or newbuilding contracts for such vessels. We are continuously and actively monitoring the market in an effort to take advantage of expansion and growth opportunities. We completed the stock-for-stock acquisition of Arlington Tankers Ltd. in December 2008, which resulted in our acquisition of eight vessels. We acquired seven Metrostar Vessels between July 2010 and April 2011.  We also evaluate opportunities to monetize our investment in vessels by selling them when conditions are favorable and have a track record of vessel acquisitions and divestitures.

·Balancing vessel deployment to maximize fleet utilization and cash flows. We actively manage the deployment of our fleet between time charters including through commercial pool arrangements and spot market voyage charters. Our vessel deployment strategy is designed to provide greater cash flow stability through the use of time charters for part of our fleet, while maintaining the flexibility to benefit from improvements in market rates by deploying the balance of our vessels in the spot market. Our goal is to be the first choice of our customers for the transportation of crude oil and refined petroleum products. We constantly monitor the market and seek to anticipate our customers’ transportation needs and to respond quickly when we recognize attractive chartering opportunities. Part of our deployment strategy centers around the use of “sister ships” within our fleet. Sister ships enhance our revenue generating potential by providing operational and scheduling flexibility. The uniform nature of many vessels in our fleet also provides us with cost efficiencies in maintaining, supplying and crewing our tankers.

·Managing environmentally safe, yet cost efficient operations. We aggressively manage our operating and maintenance costs. At the same time, our fleet has a strong safety and environmental record that we maintain through acquisitions of high-quality vessels and regular maintenance and inspection of our fleet. We maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with U.S. and international environmental and safety regulations. Our in-house safety staff oversees many of these services. In addition, we periodically outsource various aspects of our technical management operations to ensure that we are performing at the highest standards.  We believe the age and quality of the vessels in our fleet, coupled with our safety and environmental record, position us favorably within the sector with our customers and for future business opportunities.

OUR FLEET

As of March 10, 2012, our fleet consists of 33 vessels and is comprised of seven VLCCs, eight Aframax vessels, 12 Suezmax vessels, two Panamax vessels, one Handymax vessel and three chartered-in Handymax vessels.  The following chart provides information regarding our 33 vessels.

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Vessel	Yard	Year Built	Year Aquired	DWT		Employment Status	Flag	Sister ships (4)
OUR CURRENT FLEET
AFRAMAX TANKERS
Genmar Strength (1)	Sumitomo	2003	2004	105,674		TC	Liberia	A
Genmar Defiance (1)	Sumitomo	2002	2004	105,538		TC	Liberia	A
Genmar Ajax (1)	Samsung	1996	1998	96,183		TC	Liberia	B
Genmar Agamemnon (1)	Samsung	1995	1998	96,214		Spot	Liberia	B
Genmar Minotaur (1)	Samsung	1995	1998	96,226		Spot	Liberia	B
Genmar Alexandra (1)	S. Kurushima	1992	2001	102,262		Spot	Marshall Islands
Genmar Elektra (1)	Tsuneishi	2002	2008	106,548		Spot	Marshall Islands	C
Genmar Daphne (1)	Tsuneishi	2002	2008	106,560		Spot	Marshall Islands	C
				815,205
SUEZMAX TANKERS
Genmar George T (1)	TSU	2007	2007	149,847		Spot	Marshall Islands	D
Genmar St. Nikolas (1)	TSU	2008	2008	149,876		Spot	Marshall Islands	D
Genmar Kara G (1)	TSU	2007	2007	150,296		Spot	Liberia	E
Genmar Harriet G (1)	TSU	2006	2006	150,205		TC	Liberia	E
Genmar Orion (1)	Samsung	2002	2003	159,992		Spot	Marshall Islands
Genmar Argus (1)	Hyundai	2000	2003	164,097		Spot	Marshall Islands	F
Genmar Spyridon (1)	Hyundai	2000	2003	153,972		Spot	Marshall Islands	F
Genmar Hope (1)	Daewoo	1999	2003	153,919		Spot	Marshall Islands	G
Genmar Horn (1)	Daewoo	1999	2003	159,475		Spot	Marshall Islands	G
Genmar Phoenix (1)	Halla	1999	2003	149,999		Spot	Marshall Islands
Genmar Maniate (2)	Hyundai	2010	2010	165,000		Spot	Marshall Islands	H
Genmar Spartiate (2)	Hyundai	2011	2011	165,000		Spot	Marshall Islands	H
				1,871,678
VLCC
Genmar Victory (1)	Hyundai H.I. Co Ltd., Korea	2001	2008	314,000		Pool	Bermuda	I
Genmar Vision (1)	Hyundai H.I. Co Ltd., Korea	2001	2008	314,000		Pool	Bermuda	I
Genmar Zeus (2)	Hyundai H.I. Co Ltd., Korea	2010	2010	318,325		Pool	Marshall Islands
Genmar Poseidon (2)	Daewoo	2002	2010	305,796		TC	Marshall Islands
Genmar Ulysses (2)	Hyundai Samho	2003	2010	318,695		Pool	Marshall Islands
Genmar Atlas (2)	Daewoo	2007	2010	306,005		TC	Marshall Islands	J
Genmar Hercules (2)	Daewoo	2007	2010	306,543		Pool	Marshall Islands	J
				2,183,364
PANAMAX
Genmar Compatriot (1)	Dalian Shipyard Ltd., China	2004	2008	72,750		TC	Bermuda	K
Genmar Companion (1)	Dalian Shipyard Ltd., China	2004	2008	72,750		TC	Bermuda	K
				145,500
PRODUCT CARRIERS
Genmar Consul (1)	Uljanik Brodogradiliste, Croatia	2004	2008	47,400		TC	Bermuda	L
Genmar Concord (3)	Uljanik Brodogradiliste, Croatia	2004	2008	47,400		TC	Marshall Islands	L
Stena Concept (3)	Uljanik Brodogradiliste, Croatia	2005	2008	47,400		TC	Marshall Islands	L
Stena Concept (3)	Uljanik Brodogradiliste, Croatia	2005	2008	47,400		TC	Marshall Islands	L
				189,600
		FLEET TOTAL- ALL		5,205,347
		CHARTERED-IN		(142,200	)
		FLEET TOTAL- OWNED		5,063,147

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TC = Time Chartered (see “—Our Charters”)

Pool = Vessel is chartered into a commercial pool where it receives variable rates from the pool based on the pool’s profits derived from subchartering the vessels on spot voyage charters.

(1)   Vessel is currently collateral for our 2011 Credit Facility.

(2)   Vessel is currently collateral for our 2010 Amended Credit Facility.

(3)   Vessel is chartered-in.

(4)   Each vessel with the same letter is a “sister ship” of each other vessel with the same letter.

During April 2004 and July 2004, we acquired nine vessels, consisting of three Aframax vessels, two Suezmax vessels and four Suezmax newbuilding contracts, and a technical management company from Soponata SA, an unaffiliated entity, for an aggregate purchase price of $248.1 million in cash.  These four newbuilding Suezmax vessels were delivered between March 2006 and February 2008.  The acquisitions were financed through the use of cash and borrowings under our revolving credit facilities.

On December 16, 2008, pursuant to an Agreement and Plan of Merger and Amalgamation, dated as of August 5, 2008, by and among the General Maritime Corporation (“we” or the “Company”), Arlington Tankers Ltd. (“Arlington”), Archer Amalgamation Limited (“Amalgamation Sub”), Galileo Merger Corporation (“Merger Sub”) and General Maritime Subsidiary Corporation (formerly General Maritime Corporation) (“General Maritime Subsidiary”), Merger Sub merged with and into General Maritime Subsidiary, with General Maritime Subsidiary continuing as the surviving entity (the “Merger”), and Amalgamation Sub amalgamated with Arlington (the “Amalgamation” and, together with the Merger, collectively, the “Arlington Acquisition”).  As a result of the Arlington Acquisition, General Maritime Subsidiary and Arlington each became a wholly-owned subsidiary of the Company and General Maritime Subsidiary changed its name to General Maritime Subsidiary Corporation.  In addition, upon the consummation of the Arlington Acquisition, we exchanged 1.34 shares of our common stock for each share of common stock held by shareholders of General Maritime Subsidiary and exchanged one share of our common stock for each share held by shareholders of Arlington.  We acquired two VLCCs, two Panamax vessels and four Handymax vessels pursuant to the Arlington Acquisition.

We refer to the Genmar Agamemnon, Genmar Ajax, Genmar Alexandra, Genmar Argus, Genmar Daphne, Genmar Defiance, Genmar Elektra, Genmar George T, Genmar Harriet G, Genmar Hope, Genmar Horn, Genmar Kara G, Genmar Minotaur, Genmar Orion, Genmar Phoenix, Genmar Progress, Genmar Revenge, Genmar St. Nikolas, Genmar Spyridon and the Genmar Strength as the General Maritime Subsidiary Vessels.  We refer to the Genmar Vision, Genmar Victory, Stena Companion, Stena Compatriot and the Stena Consul as the Arlington Vessels.

On June 3, 2010, we entered into agreements to purchase the Metrostar Vessels from Metrostar for an aggregate purchase price of approximately $620 million. Through April 2011, we took delivery of the five VLCCs and two Suezmax newbuildings.  We refer to the Genmar Spartiate, Genmar Zeus, Genmar Poseidon, Genmar Ulysses, Genmar Atlas, Genmar Hercules, and the Genmar Maniate as the Metrostar Vessels.

On February 8, 2011 we completed the disposition of three of our product tankers to Northern Shipping Fund Management Bermuda, Ltd. (“Northern Shipping”).  In connection with the sale of these three product tankers, each vessel has been leased back to one of our subsidiaries under a bareboat charter entered into with Northern Shipping.

On February 8, 2011, we sold the Genmar Princess for net proceeds of $7.5 million and subsequently paid $8.2 million as a permanent reduction of the 2011 Credit Facility.

On February 23, 2011, we sold the Genmar Gulf for net proceeds of $11.0 million and subsequently paid $11.6 million as a permanent reduction of the 2011 Credit Facility.

On March 18, 2011, we sold the Genmar Constantine for net proceeds of $7.2 million and subsequently paid $8.8 million as a permanent reduction of the 2011 Credit Facility.

On April 5, 2011, we sold the Genmar Progress, for which we received net proceeds of $7.8 million and repaid $7.9 million as a permanent reduction under our 2011 Credit Facility.

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On April 12, 2011, we took delivery of the last Metrostar Vessel, a Suezmax newbuilding, for $76 million, of which we paid $22.8 million in cash and $7.6 million from the initial deposit, and drew down $45.6 million on our 2010 Amended Credit Facility.

On October 25, 2011, we sold the Genmar Revenge for which we received net proceeds of $8.0 million and repaid $8.2 million as a permanent reduction under our 2011 Credit Facility.

All of our vessels in our current fleet are double-hull.

Commercial management for our vessels, except for the VLCCs in the Seawolf Tankers pool, is provided through our wholly-owned subsidiary, General Maritime Management LLC.

FLEET DEPLOYMENT

We strive to optimize the financial performance of our fleet by deploying our vessels on time charters, including through commercial pool arrangements, and in the spot market.  We believe that our fleet deployment strategy provides us with the ability to benefit from increases in tanker rates while at the same time maintaining a measure of stability through cycles in the industry.  The following table details the percentage of our fleet operating on time charters and in the spot market during the past three years.

	TIME CHARTER VS.SPOT MIX
	(as % of operating days)
	YEAR ENDED DECEMBER 31,
	2011		2010		2009
Percent in Time Charter Days	51.1	%	51.0	%	73.8	%
Percent in Spot Days	48.9	%	49.0	%	26.2	%
Total Vessel Operating Days	11,845		11,644		10,681

Vessels operating on time charters may be chartered for several months or years whereas vessels operating in the spot market typically are chartered for a single voyage that may last up to several weeks.  Vessels operating in the spot market may generate increased profit margins during improvements in tanker rates, while vessels operating on time charters generally provide more predictable cash flows.  Accordingly, we actively monitor macroeconomic trends and governmental rules and regulations that may affect tanker rates in an attempt to optimize the deployment of our fleet.

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OUR CHARTERS

As of December 31, 2011, 12 of our vessels are on time charters expiring between May 2012 and August 2013, as shown below:

Vessel	Vessel Type	Expiration Date	Daily Rate (1)
Genmar Ajax	Aframax	June 30, 2012	$	13,750
Genmar Atlas	VLCC	July 4, 2012	$	15,000
Stena Concept	Handymax	July 4, 2012	$	14,000
Stena Contest	Handymax	July 4, 2012	$	14,000
Genmar Companion	Panamax	February 10, 2013	$	16,500	(2)
Genmar Compatriot	Panamax	February 23, 2013	$	16,500	(3)
Genmar Concord	Handymax	March 30, 2013	$	12,000	(4)
Genmar Consul	Handymax	February 7, 2013	$	12,000	(5)
Genmar Defiance	Aframax	May 5, 2012	$	14,175
Genmar Harriet G	Suezmax	August 17, 2013	$	20,750
Genmar Poseidon	VLCC	July 19, 2012	$	15,000
Genmar Strength	Aframax	August 31, 2012	$	20,000

(1)Before brokers’ commissions.

(2)Rate adjusts to $15,000 per day on February 10, 2012.

(3)Rate adjusts to $15,000 per day on February 23, 2012.

(4)Rate adjusts to $14,000 per day on March 30, 2012 and to $16,000 per day on September 30, 2012.

(5)Rate adjusts to $14,000 per day on February 7, 2012 and to $16,000 per day on August 7, 2012.

OPERATIONS AND SHIP MANAGEMENT

General Maritime Subsidiary Managed Vessels

We employ experienced management in all functions critical to our operations, aiming to provide a focused marketing effort, tight quality and cost controls and effective operations and safety monitoring.  Through our wholly-owned subsidiaries, General Maritime Management LLC and General Maritime Management (Portugal) Lda, we currently provide the commercial and technical management necessary for the operations of our General Maritime Subsidiary Vessels (except for the Genmar Harriet G), which include ship maintenance, officer staffing, crewing, technical support, shipyard supervision, and risk management services through our wholly-owned subsidiaries.

Our crews inspect our vessels and perform ordinary course maintenance, both at sea and in port.  We regularly inspect our vessels.  We examine each vessel and make specific notations and recommendations for improvements to the overall condition of the vessel, maintenance of the vessel and safety and welfare of the crew.  We have an in-house safety staff to oversee these functions.

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The following services are performed by General Maritime Management LLC and General Maritime Management (Portugal) Lda with respect to our General Maritime Subsidiary Vessels (except for the Genmar Harriet G):

·supervision of routine maintenance and repair of the vessel required to keep each vessel in good and efficient condition, including the preparation of comprehensive drydocking specifications and the supervision of each drydocking;

·oversight of maritime and environmental compliance with applicable regulations, including licensing and certification requirements, and the required inspections of each vessel to ensure that it meets the standards set forth by classification societies and applicable legal jurisdictions as well as our internal corporate requirements and the standards required by our customers;

·engagement and provision of qualified crews (masters, officers, cadets and ratings) and attendance to all matters regarding discipline, wages and labor relations;

·arrangement to supply the necessary stores and equipment for each vessel; and

·continual monitoring of fleet performance and the initiation of necessary remedial actions to ensure that financial and operating targets are met.

Our chartering staff, which is located in New York City, monitors fleet operations, vessel positions and spot market voyage charter rates worldwide with respect to our General Maritime Subsidiary Vessels.  We believe that monitoring this information is critical to making informed bids on competitive brokered charters.

Third-Party Managed Vessels

Our Arlington Vessels, Metrostar Vessels and the Genmar Harriet G are party to technical management agreements with third parties.  However, except for the VLCCs in the Seawolf Tankers pool, we provide commercial management for all of our vessels.

Two Handymax vessels (Stena Concept and Stena Contest) were party to fixed-rate ship management agreements with Northern Marine, which expired in July 2011 in connection with the expiration of the related time charters for these vessels.  Under these fixed-rate ship management agreements, Northern Marine was responsible for all technical management of the vessels, including crewing, maintenance, repair, drydockings, vessel taxes and other vessel operating and voyage expenses.  Northern Marine had outsourced some of these services to third-party providers.  We had agreed to guarantee the obligations of each of our vessel subsidiaries under the ship management agreements.

We signed new ship management agreements with Northern Marine for Genmar Victory and Genmar Vision and with Anglo Eastern for Genmar Companion, Genmar Concord, Genmar Compatriot, Genmar Consul, Stena Concept and Stena Contest after the expiration of the time charters to which they were party when we acquired them and the termination of the related fixed-rate management agreements for these vessels. These new agreements began on a mutually-agreed date after the expiration of the ship management agreements and have renewable terms of two years with respect to the new agreements with Northern Marine. The terms of each of these eight new agreements are substantially different from those of the prior management agreements for these vessels, including the removal of certain provisions relating to coverage of costs for drydocking, return of vessels in-class, incentive fees, indemnification and insurance.

Each of our Metrostar Vessels is party to technical management agreements with OSM Ship Management and the Genmar Harriet G is party to a technical management agreement with Wallem Shipmanagement.  Under each of these agreements, we pay the technical manager a monthly management fee and make monthly advances to cover the cost of the technical manager operating the vessels.

CREWING AND EMPLOYEES

As of December 31, 2011, we employed approximately 85 office personnel. Approximately 43 of these employees manage the commercial operations of our business, and are located in New York City.  We have 37 employees located in Lisbon, Portugal, who manage the technical operations of our business, and are subject to a local company employment collective bargaining agreement which covers the main terms and conditions of their employment.  We have five employees who procure crews for most of our vessels, three of which are located in Novorossiysk, Russia and two of which are located in Mumbai, India (who work from office space provided by a third party technical manager).

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As of December 31, 2011, we employed approximately 765 seaborne personnel to crew our General Maritime Subsidiary Vessels, except for the Genmar Harriet G, who are staffed by our offices in India, Russia and Portugal.  Crews for our Arlington Vessels are provided by Northern Marine and Anglo Eastern as described above.  Crews for our Metrostar Vessels are provided by OSM Ship Management. The crew for the Genmar Harriet G is provided by Wallem Shipmanagement.

We place great emphasis on attracting qualified crew members for employment on our vessels.  Recruiting qualified senior officers has become an increasingly difficult task for vessel operators.  We believe that we pay competitive salaries and provide competitive benefits to our personnel.  We believe that the well-maintained quarters and equipment on our vessels help to attract and retain motivated and qualified seamen and officers.  Our crew management services contractors have collective bargaining agreements that cover all the junior officers and seamen whom they provide to us.

CUSTOMERS

Our customers include most oil companies, as well as oil producers, oil traders, vessel owners and others.  During the year ended December 31, 2011, two of our customers, Trafigura and Shell accounted for 10.9% and 10.3% of our voyage revenues, respectively.

COMPETITION

International seaborne transportation of crude oil and other petroleum products is provided by two main types of operators: fleets owned by independent companies and fleets operated by oil companies (both private and state-owned).  Many oil companies and other oil trading companies, the primary charterers of the vessels we own, also operate their own vessels and transport oil for themselves and third party charterers in direct competition with independent owners and operators.  Competition for charters is intense and is based upon price, vessel location, the size, age, condition and acceptability of the vessel, and the quality and reputation of the vessel’s operator.

Other significant operators of vessels carrying crude oil and other petroleum products include American Eagle Tankers Inc. Limited, Frontline, Ltd., Overseas Shipholding Group, Inc., Teekay Shipping Corporation and Tsakos Energy Navigation.  There are also numerous, smaller vessel operators.

INSURANCE

The operation of any ocean-going vessel carries an inherent risk of catastrophic marine disasters and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism and other circumstances or events.  In addition, the transportation of crude oil is subject to the risk of spills, and business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts.  The U.S. Oil Pollution Act of 1990, or OPA has made liability insurance more expensive for ship owners and operators imposing potentially unlimited liability upon owners, operators and bareboat charterers for oil pollution incidents in the territorial waters of the United States.  We believe that our current insurance coverage is adequate to protect us against the principal accident-related risks that we face in the conduct of our business.

Our protection and indemnity insurance, or P&I insurance, covers, subject to customary deductibles, policy limits and extensions, third-party liabilities and other related expenses from, among other things, injury or death of crew, passengers and other third parties, claims arising from collisions, damage to cargo and other third-party property and pollution arising from oil or other substances.  Our current P&I insurance coverage for pollution is the maximum commercially available amount of $1.0 billion per tanker per incident and is provided by mutual protection and indemnity associations.  Our current P&I Insurance coverage for non-pollution losses is $3.05 billion.  Each of the vessels currently in our fleet is entered in a protection and indemnity association which is a member of the International Group of Protection and Indemnity Mutual Assurance Associations.  The 13 protection and indemnity associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities.  Each protection and indemnity association has capped its exposure to this pooling agreement at $4.3 billion.  As a member of protection and indemnity associations, which are, in turn, members of the International Group, we are subject to calls payable to the associations based on its claim records as well as the claim records of all other members of the individual associations and members of the pool of protection and indemnity associations comprising the International Group.

Our hull and machinery insurance covers actual or constructive total loss from covered risks of collision, fire, heavy weather, grounding and engine failure or damages from same.  Our war risk insurance covers risks of confiscation, seizure, capture, vandalism, sabotage and other war-related risks.  Our loss-of-hire insurance covers loss of revenue for up to 90 days resulting from vessel off hire for each of our vessels, with a 20 day deductible.

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ENVIRONMENTAL REGULATION AND OTHER REGULATIONS

Government regulations and laws significantly affect the ownership and operation of our vessels. We are subject to international conventions, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered and compliance with such laws, regulations and other requirements may entail significant expense.

Our vessels are subject to both scheduled and unscheduled inspections by a variety of government, quasi-governmental and private organizations, including local port authorities, national authorities, harbor masters or equivalent, classification societies, flag state administrations (countries of registry) and charterers. Our failure to maintain permits, licenses, certificates or other approvals required by some of these entities could require us to incur substantial costs or temporarily suspend operation of one or more of our vessels.

We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards.  We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however, because such laws and regulations are frequently changed and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as one comparable to the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization (IMO)

The United Nations’ International Maritime Organization (the “IMO”) has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto (collectively referred to as MARPOL 73/78 and herein as “MARPOL”).  MARPOL entered into force on October 2, 1983. It has been adopted by over 150 nations, including many of the jurisdictions in which our vessels operate. MARPOL sets forth pollution-prevention requirements applicable to drybulk carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution.  Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits “deliberate emissions” of “ozone depleting substances,” defined to include certain halons and chlorofluorocarbons.  “Deliberate emissions” are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship’s repair and maintenance.  Emissions of “volatile organic compounds” from certain tankers, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited.  Annex VI also includes a global cap on the sulfur content of fuel oil (see below).

The IMO’s Maritime Environment Protection Committee, or MEPC, adopted amendments to Annex VI on October 10, 2008, which amendments were entered into force on July 1, 2010.  The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulphur contained in any fuel oil used on board ships. By January 1, 2012, the amended Annex VI requires that fuel oil contain no more than 3.50% sulfur (from the current cap of 4.50%). By January 1, 2020, sulfur content must not exceed 0.50%, subject to a feasibility review to be completed no later than 2018.

Sulfur content standards are even stricter within certain “Emission Control Areas” (“ECAs”). By July 1, 2010, ships operating within an ECA may not use fuel with sulfur content in excess of 1.0% (from 1.50%), which is further reduced to 0.10% on January 1, 2015. Amended Annex VI establishes procedures for designating new ECAs. Currently, the Baltic Sea and the North Sea have been so designated. Effective August 1, 2012, certain coastal areas of North America will also be designated ECAs, as will (effective January 1, 2014), the United States Caribbean Sea. Ocean-going vessels in these areas will be subject to stringent emissions controls and may cause us to incur additional costs.  If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

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Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. The U.S. Environmental Protection Agency promulgated equivalent (and in some senses stricter) emissions standards in late 2009.

Safety Management System Requirements

The IMO also adopted the International Convention for the Safety of Life at Sea, or SOLAS and the International Convention on Load Lines, or the LL Convention, which impose a variety of standards that regulate the design and operational features of ships.  The IMO periodically revises the SOLAS Convention and LL Convention standards.

The operation of our ships is also affected by the requirements set forth in Chapter IX of SOLAS, which sets forth the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code.  The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies.  We rely upon the safety management systems that we and our technical managers have developed for compliance with the ISM Code.  The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate, or SMC, for each vessel they operate.  This certificate evidences compliance by a vessel’s operators with the ISM Code requirements for a safety management system, or SMS.  No vessel can obtain an SMC under the ISM Code unless its manager has been awarded a document of compliance, or DOC, issued in most instances by the vessel’s flag state.  We believe that we have all material requisite documents of compliance for our offices and safety management certificates for all of our vessels for which such certificates are required by the IMO.  We renew these documents of compliance and safety management certificates as required.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions.  For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in February 2004.  The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits.  The BWM Convention will not enter into force until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping tonnage.  To date, there has not been sufficient adoption of this standard for it to take force.  However, Panama may adopt this standard in the relatively near future, which would be sufficient for it to take force. Upon entry into force of the BWM Convention, mid-ocean ballast exchange would be mandatory for our vessels.  In addition, our vessels would be required to be equipped with a ballast water treatment system that meets mandatory concentration limits not later than the first intermediate or renewal survey, whichever occurs first, after the anniversary date of delivery of the vessel in 2014, for vessels with ballast water capacity of 1,500-5,000 cubic meters, or after such date in 2016, for vessels with ballast water capacity of greater than 5,000 cubic meters.  If mid-ocean ballast exchange is made mandatory, or if ballast water treatment requirements or options are instituted, the cost of compliance could increase for ocean carriers, and the costs of ballast water treatment may be material.

The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

The IMO has also adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocol in 1976, 1984, and 1992, and amended in 2000, or the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability, expressed using the International Monetary Fund currency unit of Special Drawing Rights. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result.  The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident.

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Noncompliance with the ISM Code or other IMO regulations may subject the vessel owner or bareboat charterer to increased liability, lead to decreases in available insurance coverage for affected vessels or result in the denial of access to, or detention in, some ports.  As of the date of this report, each of our vessels is ISM Code certified.  However, there can be no assurance that such certificates will be maintained in the future.

Anti-Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the Anti-fouling Convention.  The Anti-fouling Convention prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.  Vessels of over 400 gross tons engaged in international voyages will be required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced. We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.

The IMO continues to review and introduce new regulations.  It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act

OPA established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.  OPA affects all “owners and operators” whose vessels trade with the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States.  The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, whether on land or at sea.  OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels.  OPA defines these other damages broadly to include:

i.injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

ii.injury to, or economic losses resulting from, the destruction of real and personal property;

iii.net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

iv.loss of subsistence use of natural resources that are injured, destroyed or lost;

v.lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

vi.net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs.  Effective July 31, 2009 the U.S. Coast Guard adjusted the limits of OPA liability to the greater of $2,000 per gross ton or $17.088 million per double hull tanker (subject to periodic adjustments for inflation).  These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct.  The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies.  There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war.  Liability under CERCLA is limited to the greater of

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$300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel.  These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations.  The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee.  Under OPA regulations, an owner or operator of more than one tanker is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the tanker having the greatest maximum strict liability under OPA and CERCLA.  We have provided such evidence and received certificates of financial responsibility from the U.S. Coast Guard for each of our vessels required to have one.  The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA.  Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.  Additional legislation or regulations applicable to the operation of our vessels that may be implemented in the future could adversely affect our business.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels.  If the damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Other United States Environmental Regulations

The U.S. Clean Water Act, or the CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.  The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, most U.S. States that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance.  These laws may be more stringent than U.S. federal law.

The EPA regulates the discharge of ballast water and other substances in U.S. waters under the CWA.  EPA regulations require vessels 79 feet in length or longer (other than commercial fishing and recreational vessels) to comply with a Vessel General Permit authorizing ballast water discharges and other discharges incidental to the operation of vessels.  The Vessel General Permit imposes technology and water-quality based effluent limits for certain types of discharges and establishes specific inspection, monitoring, recordkeeping and reporting requirements to ensure the effluent limits are met. The EPA has proposed a draft 2013 Vessel General Permit to replace the current Vessel General Permit upon its expiration on December 19, 2013, authorizing discharges incidental to operations of commercial vessels. The draft permit also contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in US waters, more stringent requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants.  U.S. Coast Guard regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters. In 2009 the Coast Guard proposed new ballast water management standards and practices, including limits regarding ballast water releases.  As of November 2011, the Office of Management and Budget continues to review this proposed rule. Compliance with the EPA and the U.S. Coast Guard regulations could require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, and/or otherwise restrict our vessels from entering U.S. waters.

The U.S. Clean Air Act of 1970 (including its amendments in 1977 and 1990), or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Our vessels that operate in such port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state.  Although state-specific SIPS may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. As indicated above, our vessels operating in covered port areas are already equipped with vapor recovery systems that satisfy these existing requirements.

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European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.  The European Union also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses.  The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. However, in July 2011 the MEPC adopted two new sets of mandatory requirements to address greenhouse gas emissions from ships that will enter into force in January 2013. Currently operating ships will be required to develop Ship Energy Efficiency Management Plans, and minimum energy efficiency levels per capacity mile will apply to new ships. These requirements could cause us to incur additional compliance costs. The IMO is also considering the development of market-based mechanisms to reduce greenhouse gas emissions from ships. The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels, and in January 2012 the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions from ships. In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and large stationary sources. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, such regulation of vessels is foreseeable, and the EPA has in recent years received petitions from the California Attorney General and various environmental groups seeking such regulation. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.

International Labour Organization

The International Labour Organization (ILO) is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006 (MLC 2006). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 will enter into force one year after 30 countries with a minimum of 33% of the world’s tonnage have ratified it. The MLC 2006 has not yet been ratified, but its ratification would require us to develop new procedures to ensure full compliance with its requirements.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security, such as the Maritime Transportation Security Act of 2002, or MTSA.  To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the U.S. Environmental Protection Agency (EPA).

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Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security.  The new Chapter V became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the International Ship and Port Facilities Security Code, or the ISPS Code.  The ISPS Code is designed to enhance the security of ports and ships against terrorism.  To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel’s flag state.  Among the various requirements are:

·on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;

·on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

·the development of vessel security plans;

·ship identification number to be permanently marked on a vessel’s hull;

·a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

·compliance with flag state security certification requirements.

A ship operating without a valid certificate may be detained at port until it obtains an ISSC, or may be expelled from port or refused

entry at port.

Furthermore, additional security measures could be required in the future which could have a significant financial impact on us. The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code.  We have implemented the various security measures addressed by the MTSA, SOLAS and the ISPS Code.

Inspection by Classification Societies

Every oceangoing vessel must be evaluated, surveyed and approved by a classification society.  The classification society certifies that the vessel is ‘‘in class,’’ signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member.  In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state.  These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class certification, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classes are required to be performed as follows:

·  Annual Surveys:  For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.

·  Intermediate Surveys:  In addition to annual surveys, intermediate surveys typically are conducted two and one-half years after commissioning and each class renewal.  Intermediate surveys are to be carried out at or between the occasion of the second or third annual survey.

·  Class Renewal Surveys:  Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull.  At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures.  Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals.  The classification society may grant a one-year grace period for completion of the special survey.  Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.  In lieu of the special

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survey every four or five years, depending on whether a grace period was granted, a vessel owner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle.  Upon a vessel owner’s request, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class.  This process is referred to as continuous class renewal.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere.  The period between two subsequent surveys of each area must not exceed five years.

Most vessels are also drydocked every 30 to 36 months for inspection of the underwater parts and for repairs related to inspections.  If any defects are found, the classification surveyor will issue a ‘‘recommendation’’ which must be rectified by the vessel owner within prescribed time limits.

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as ‘‘in class’’ by a classification society which is a member of the International Association of Classification Societies.  All of our vessels have been certified as being “in class” by a recognized classification society.  All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard agreements.

Glossary

The following are abbreviations and definitions of certain terms commonly used in the shipping industry and this annual report. The terms are taken from the Marine Encyclopedic Dictionary (Fifth Edition) published by Lloyd’s of London Press Ltd. and other sources, including information supplied by us.

Aframax tanker. Tanker ranging in size from 80,000 dwt to 120,000 dwt.

American Bureau of Shipping. American classification society.

Annual survey. The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the flag state, that takes place every year.

Bareboat charter. Contract or hire of a vessel under which the shipowner is usually paid a fixed amount for a certain period of time during which the charterer is responsible for the complete operation and maintenance of the vessel, including crewing.

Bunker Fuel. Fuel supplied to ships and aircraft in international transportation, irrespective of the flag of the carrier, consisting primarily of residual fuel oil for ships and distillate and jet fuel oils for aircraft.

Charter. The hire of a vessel for a specified period of time or to carry a cargo from a loading port to a discharging port. A vessel is “chartered in” by an end user and “chartered out” by the provider of the vessel.

Charterer. The individual or company hiring a vessel.

Charterhire. A sum of money paid to the shipowner by a charterer under a charter for the use of a vessel.

Classification society. A private, self-regulatory organization which has as its purpose the supervision of vessels during their construction and afterward, in respect to their seaworthiness and upkeep, and the placing of vessels in grades or “classes” according to the society’s rules for each particular type of vessel.

Demurrage. The delaying of a vessel caused by a voyage charterer’s failure to load, unload, etc. before the time of scheduled departure. The term is also used to describe the payment owed by the voyage charterer for such delay.

Det Norske Veritas. Norwegian classification society.

Double-hull. Hull construction design in which a vessel has an inner and outer side and bottom separated by void space, usually several feet in width.

Double-sided. Hull construction design in which a vessel has watertight protective spaces that do not carry any oil and which separate the sides of tanks that hold any oil within the cargo tank length from the outer skin of the vessel.

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Drydock. Large basin where all the fresh/sea water is pumped out to allow a vessel to dock in order to carry out cleaning and repairing of those parts of a vessel which are below the water line.

Dwt. Deadweight ton. A unit of a vessel’s capacity, for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kilograms. A vessel’s dwt or total deadweight is the total weight the vessel can carry when loaded to a particular load line.

Gross ton. Unit of 100 cubic feet or 2.831 cubic meters.

Handymax tanker. Tanker ranging in size from 40,000 dwt to 60,000 dwt.

Hull. Shell or body of a vessel.

IMO. International Maritime Organization, a United Nations agency that sets international standards for shipping.

Intermediate survey. The inspection of a vessel by a classification society surveyor which takes place approximately two and half years before and after each special survey. This survey is more rigorous than the annual survey and is meant to ensure that the vessel meets the standards of the classification society.

Lightering. To put cargo in a lighter to partially discharge a vessel or to reduce her draft. A lighter is a small vessel used to transport cargo from a vessel anchored offshore.

Net voyage revenues. Voyage revenues minus voyage expenses.

Newbuilding. A new vessel under construction or just completed.

Off hire. The period a vessel is unable to perform the services for which it is immediately required under its contract. Off hire periods include days spent on repairs, drydockings, special surveys and vessel upgrades. Off hire may be scheduled or unscheduled, depending on the circumstances.

Panamax tanker. Tanker ranging in size from 60,000 dwt to 80,000 dwt.

P&I Insurance. Third party indemnity insurance obtained through a mutual association, or P&I Club, formed by shipowners to provide protection from third-party liability claims against large financial loss to one member by contribution towards that loss by all members.

Scrapping. The disposal of old vessel tonnage by way of sale as scrap metal.

Single-hull. Hull construction design in which a vessel has only one hull.

Sister ship.  Ship built to same design and specifications as another.

Special survey. The inspection of a vessel by a classification society surveyor that takes place every four to five years.

Spot market. The market for immediate chartering of a vessel, usually on voyage charters.

Suezmax tanker. Tanker ranging in size from 120,000 dwt to 200,000 dwt.

Tanker. Vessel designed for the carriage of liquid cargoes in bulk with cargo space consisting of many tanks. Tankers carry a variety of products including crude oil, refined products, liquid chemicals and liquid gas. Tankers load their cargo by gravity from the shore or by shore pumps and discharge using their own pumps.

TCE. Time charter equivalent. TCE is a measure of the average daily revenue performance of a vessel on a per voyage basis determined by dividing net voyage revenue by voyage days for the applicable time period.

Time charter. Contract for hire of a vessel under which the shipowner is paid charterhire on a per day basis for a certain period of time. The shipowner is responsible for providing the crew and paying operating costs while the charterer is responsible for paying the voyage expenses. Any delays at port or during the voyages.

VLCC. Acronym for Very Large Crude Carrier, or a tanker ranging in size from 200,000 dwt to 320,000 dwt.

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Voyage charter.  A Charter under which a customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. The shipowner pays all voyage expenses, and all vessel expenses, unless the vessel to which the Charter relates has been time chartered in. The customer is liable for demurrage, if incurred.

Worldscale. Industry name for the Worldwide Tanker Nominal Freight Scale published annually by the Worldscale Association as a rate reference for shipping companies, brokers, and their customers engaged in the bulk shipping of oil in the international markets. Worldscale is a list of calculated rates for specific voyage itineraries for a standard vessel, as defined, using defined voyage cost assumptions such as vessel speed, fuel consumption and port costs. Actual market rates for voyage charters are usually quoted in terms of a percentage of Worldscale.

ITEM 1A.  RISK FACTORS

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

This annual report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this annual report on Form 10-K are the following: (i) loss or reduction in business from our significant customers; (ii) the failure of our significant customers to perform their obligations owed to us; (iii) the loss or material downtime of significant vendors and service providers; (iv) changes in demand; (v) a material decline or prolonged weakness in rates in the tanker market; (vi) changes in production of or demand for oil and petroleum products, generally or in particular regions; (vii) greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; (viii) changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the IMO and the European Union or by individual countries; (ix) actions taken by regulatory authorities; (x) actions by the courts, the U.S. Coast Guard, the U.S. Department of Justice or other governmental authorities and the results of the legal proceedings to which we or any of our vessels may be subject; (xi) changes in trading patterns significantly impacting overall tanker tonnage requirements; (xii) changes in the typical seasonal variations in tanker charter rates; (xiii) changes in the cost of other modes of oil transportation; (xiv) changes in oil transportation technology; (xv) increases in costs including without limitation: crew wages, insurance, provisions, repairs and maintenance; (xvi) changes in general domestic and international political conditions; (xvii) changes in the condition of our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs); (xviii) changes in the itineraries of the our vessels; (xix) adverse changes in foreign currency exchange rates affecting our expenses; (xx) financial market conditions; and  (xxi) our ability to comply with the covenants and conditions and borrow under our credit facilities; (xxii) the effects of changes in our credit rating; (xxiii) our ability to timely and effectively implement and execute our plan to restructure our capital structure; (xxiv) our ability to arrange and consummate financing or sale transactions or to access capital; (xxv) the extent to which our operating results continue to be affected by weakness in market conditions and charter rates; (xxvi) our ability to continue as a going concern; (xxvii) the satisfaction of the conditions to the consummation of the Plan, as described in the Plan and the Disclosure Statement; (xxviii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Support Agreement, pursuant to which various stakeholders have agreed to support the Plan, or the Equity Purchase Agreement, pursuant to which Oaktree-managed funds have agreed to put new capital into us; (xxix) objections that may be raised with respect to the Plan and the adjudication of those objections in the Chapter 11 Cases; (xxx) the outcome of the discussions with the Creditors Committee and our ability and the Creditors Committee to achieve consensus; (xxxi) whether we are able to generate sufficient cash flows and maintain adequate liquidity to meet our liquidity needs, service our indebtedness and finance the ongoing obligations of our business during the Chapter 11 Cases and thereafter, including the extent to which our operating results may continue to be affected by weakness in market conditions and charter rates; (xxxii) the effects of the Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general; (xxxiii) the length of time we will operate under the Chapter 11 Cases; (xxxiv) the pursuit by our various creditors, equity holders and other constituents of their interests in the Chapter 11 Cases in general; (xxxv) other potential adverse effects of the Chapter 11 proceedings on liquidity or results of operations in general, including our ability to operate pursuant to the terms of the debtor-in-possession facility and increased administrative and restructuring costs related to the Chapter 11 Cases; (xxxvi) our ability to maintain contracts that are critical to its operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xxxvii) the timing and realization of the recoveries of assets and the payments of claims and the amount of expenses required to recognize such recoveries and reconcile such claims; (xxxviii) our ability to obtain sufficient and acceptable “exit” financing; and the other factors listed from time to time in our filings with the SEC.

We face a variety of risks that are substantial and inherent in our business, including market, financial, operational, legal and regulatory risks. Below, we have described certain important risks that could affect our business. These risks and other information included in this report should be carefully considered. If any of these risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected and the trading price of our common stock could decline.

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RISKS RELATED TO THE CHAPTER 11 CASES

We and substantially all of our subsidiaries have filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, jointly administered as Case No. 11-15285(MG) and are subject to the risks and uncertainties associated with the Chapter 11 Cases.

For the duration of the Chapter 11 Cases, our operations and our ability to execute our business strategy will be subject to the risks and uncertainties associated with bankruptcy. These risks include:

·our ability to comply with and to operate under the terms of the DIP Facility and any cash management orders entered by the Bankruptcy Court from time to time;

·our ability to obtain approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases from time to time;

·our ability to obtain creditor and Bankruptcy Court approval for, and then to consummate, a plan of reorganization to emerge from bankruptcy;

·the occurrence of any event, change or other circumstance that could give rise to the termination of the Support Agreement and Equity Purchase Agreement entered into with certain of our lenders under the Pre-Petition Credit Facilities;

·our ability to attract and retain customers;

·our ability to obtain and maintain acceptable terms with vendors and service providers and to maintain contracts that are critical to our operations;

·our ability to attract, motivate and retain key employees; and

·our ability to fund and execute our business plan.

We will also be subject to risks and uncertainties with respect to the actions and decisions of the creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with our plans.

The Chapter 11 Cases may affect our relationships with, and their ability to negotiate favorable terms with, creditors, customers, charterers, vendors, employees, and other personnel and counterparties.  While we expect to continue normal operations, public perception of our continued viability may affect, among other things, the desire of new and existing charterers and customers to enter into or continue their charter or other agreements or arrangements with us.  The failure to maintain any of these important relationships could adversely affect our business, financial condition and results of operations.  Because of the public disclosure of the Chapter 11 Cases and our liquidity constraints, our ability to maintain normal credit terms with vendors may be impaired.

Also, upon the commencement of the Chapter 11 Cases, transactions outside the ordinary course of business require approval of the Bankruptcy Court, which may limit our ability to respond timely to certain events or to take advantage of certain opportunities. We are operating under a cash management strategy to preserve liquidity. This ongoing cash management strategy limits many of our operational and strategic initiatives designed to maintain or grow our business over the long term. Because of the risks and uncertainties associated with the Chapter 11 Cases, we cannot predict or quantify the ultimate impact that events occurring during the reorganization process will have on our business, financial condition and results of operations.

As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under chapter 11, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in the condensed consolidated financial statements included in this Report.

The DIP Facility may be insufficient to fund our business operations, or may be unavailable if we do not comply with its terms.

Although we believe that we will have sufficient liquidity to operate our businesses through the Effective Date, there can be no assurance that the revenue generated by our business operations, together with amounts available under the DIP Facility, will be sufficient to fund our operations, especially as we expect to incur substantial professional and other fees related to the Chapter 11 Cases. In the event that revenue flows and available borrowings under the DIP Facility are not sufficient to meet our liquidity

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requirements, we may be required to seek additional financing. Similarly, in the event that we fail to comply with any of the terms or conditions of the DIP Facility, the outstanding principal balance under the DIP Facility (including accrued interest thereon) may become due and payable and we may need to obtain additional financing to repay the amount due under the DIP Facility. There can be no assurance that such additional financing would be available or, if available, offered on terms that are acceptable to us or the Bankruptcy Court. If, for one or more reasons, we are unable to obtain such additional financing, we could be required to seek a sale of the company or certain of its material assets or our businesses and assets may be subject to liquidation under chapter 7 of the Bankruptcy Code and we may cease to continue as a going concern.

The DIP Facility provides for affirmative and negative covenants, including negative covenants restricting our ability to incur additional indebtedness, grant liens, dispose of or purchase assets, pay dividends or take certain other actions, as well as financial covenants including compliance with a budget, minimum cumulative EBITDA and minimum liquidity. There can be no assurance that we will be able to comply with these covenants and meet our obligations as they become due or to comply with the other terms and conditions of the DIP Facility. Should business activity levels be below expectations, we could default on our DIP Facility obligations.

Any default of our obligations under the DIP Facility could result in a default of our obligations under the Restructuring Support Agreement and the Equity Purchase Agreement, which could imperil our ability to confirm the Plan.

We may not meet certain financial covenants under our DIP Facility and are pursuing amendments to our DIP Facility intended to allow us to remain in compliance with such covenants.

The DIP Facility requires us to maintain minimum cumulative EBITDA for the period commencing on November 1, 2011 and ending on the last day of a month set forth below in the following respective amount:

Month	Minimum EBITDA
December 2011	$	2,115,000
January 2012	$	4,600,000
February 2012	$	6,875,000
March 2012	$	9,350,000
April 2012	$	12,100,000
May 2012	$	15,700,000
June 2012	$	19,225,000
July 2012	$	23,725,000
August 2012	$	28,050,000
September 2012	$	32,750,000
October 2012	$	37,200,000

On February 15, 2012, we entered into a waiver (the “DIP Facility Waiver”) to the DIP Facility.  We did not meet the minimum cumulative EBITDA requirement of $2.1 million for the period commencing on November 1, 2011 through and including December 31, 2011.  The DIP Facility Waiver waives the minimum EBITDA covenant for this period and the period commencing on November 1, 2011 through and including January 31, 2012.

Furthermore, based on our results of operations since November 1, 2011, we believe that, absent an amendment or additional waivers to the DIP Facility, we may not meet the minimum cumulative EBITDA requirement for certain periods commencing on November 1, 2011 and ending after January 31, 2012.  We experienced diminished chartering activity during the period surrounding our filing of the Chapter 11 Cases and continue to be subject to a difficult charter rate environment, which have negatively impacted our cumulative EBITDA.  In this connection, we are seeking an amendment to the DIP Facility to provide us with greater flexibility in complying with the covenants under the DIP Facility.  We cannot assure you that any amendment or waiver could be obtained on favorable terms, or at all. The terms of our existing agreements and other arrangements, including the Support Agreement and Equity Purchase Agreement, may restrict us from pursuing certain alternatives.Any default of our obligations under the DIP Facility could result in a default of our obligations under the Support Agreement and the Equity Purchase Agreement, imperil our ability to confirm the Plan, force us to sell the Company or certain of its material assets or liquidate under chapter 7 of the Bankruptcy Code.

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Operating under chapter 11 may restrict our ability to pursue our strategic and operational initiatives.

Under chapter 11, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond in a timely manner to certain events or take advantage of certain opportunities. Additionally, the terms of the DIP Facility limit our ability to undertake certain business initiatives. These limitations include, among other things, our ability to:

·sell assets outside the normal course of business;

·consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

·grant liens; and

·finance our operations, investments or other capital needs or to engage in other business activities that would be in our interests.

The commencement and prosecution of the Chapter 11 Cases has consumed and will continue to consume a substantial portion of the time and attention of our management and will impact how our business is conducted, which may have an adverse effect on our business and results of operations.

The requirements of the Chapter 11 Cases have consumed and will continue to consume a substantial portion of our management’s time and attention and leave them with less time to devote to the operation of our business. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted.

As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future financial performance.

Our capital structure will likely be significantly altered under any plan of reorganization ultimately confirmed by the Bankruptcy Court. Under fresh-start reporting rules that may apply to us upon the effective date of the Plan, our assets and liabilities would be adjusted to fair values and our accumulated deficit would be restated to zero. Accordingly, if fresh-start reporting rules apply, our financial condition and results of operations following our emergence from chapter 11 would not be comparable to the financial condition and results of operation reflected in our historical financial statements. In connection with the Chapter 11 Cases and the Plan, it is also possible that additional restructuring and related charges may be identified and recorded in future periods. Such charges could be material to our consolidated financial position and results of operations in any given period.

Trading in our securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. The Plan will result in the cancellation of the common stock of General Maritime Corporation. It is impossible to predict at this time whether our other securities will be cancelled or if holders of such securities will receive any distribution with respect to, or be able to recover any portion of, their investments.

Under the priority scheme established by the Bankruptcy Code, unless creditors agree otherwise, post-petition liabilities and pre-petition liabilities must be satisfied in full before shareholders are entitled to receive any distribution or retain any property under a chapter 11 plan of reorganization. The ultimate recovery to creditors and/or shareholders, if any, will not be determined until confirmation of such a plan. No assurance can be given as to what values, if any, will be ascribed in the Chapter 11 Cases to each of these constituencies or what types or amounts of distributions, if any, they would receive. The Plan results in holders of the common stock of General Maritime Corporation receiving no distribution on account of their interests and in the cancellation and extinguishment of their existing stock. If certain requirements of the Bankruptcy Code are met, the Plan can be confirmed notwithstanding its rejection by the class comprising the interests of General Maritime Corporation equity security holders. Therefore, an investment in General Maritime Corporation common stock is highly speculative and will become worthless (or be cancelled) in the future without any required approval or consent of the shareholders of General Maritime Corporation.

The Plan provides for a distribution of warrants to purchase new equity in General Maritime Corporation to holders of claims against General Maritime Corporation.  It is unclear at this stage of the Chapter 11 Cases if the Plan would allow for distributions with respect to our other securities. In the event of cancellation of our equity or other securities, amounts invested by the holders of such securities will not be recoverable and such securities would have no value. Trading prices for our equity or other securities may bear little or no relationship to the actual recovery, if any, by the holders thereof in the Chapter 11 Cases. Accordingly, we urge extreme caution with respect to existing and future investments in our equity or other securities.

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Our common stock is no longer listed on a national securities exchange and is quoted only in the over-the-counter market, which could negatively affect our stock price and liquidity.

The shares of our common stock were listed on the NYSE under the symbol “GMR.” In connection with the announcement of our filing for chapter 11, on November 17, 2011, the NYSE suspended the trading of our shares. Our common stock commenced trading on the OTC market on November 17, 2011. However, the extent of the public market for our common stock and the continued availability of quotations would depend upon such factors as the aggregate market value of the common stock, the interest in maintaining a market in our common stock on the part of securities firms and other factors. The over-the-counter market is a significantly more limited market than the NYSE, and the quotation of our common stock in the over-the-counter market may result in a less liquid market available for existing and potential shareholders to trade shares of our common stock. This could further depress the trading price of our common stock and could also have a long-term adverse effect on our ability to raise capital. There can be no assurance that any public market for our common stock will exist in the future.  For a summary of what we are proposing in the Plan see “- The Plan.”  The Plan is subject to Bankruptcy Court approval.

We have not made any final determinations with respect to reorganizing our capital structure, and any changes to our capital structure may have a material adverse effect on existing debt and security holders.

Any reorganization of our capital structure that we may engage in may include exchanges of new debt or equity securities for our existing securities, and such new debt or equity securities may be issued at different interest rates, payment schedules, and maturities than our existing securities. We may also modify or amend our existing securities to the same effect. Such exchanges or modifications are inherently complex to implement. The success of a reorganization through any such exchanges or modifications will depend on approval by the Bankruptcy Court and the willingness of existing security holders to agree to the exchange or modification, and there can be no guarantee of success. If such exchanges or modifications are successful, holders of our debt may find their holdings no longer have any value or are materially reduced in value, or they may be converted to equity and be diluted or receive debt with a principal amount that is less than the outstanding principal amount, longer maturities, and reduced interest rates. There can be no assurance that any new debt or equity securities will maintain their value at the time of issuance. Also, if the existing debt or equity security holders are adversely affected by a reorganization, it may adversely affect the Company’s ability to issue new debt or equity in the future.

Any plan of reorganization that we may implement will be based in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, our plan may be unsuccessful in its execution.

Any plan of reorganization that we may implement could affect both our capital structure and the ownership, structure and operation of our businesses and will reflect assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we consider appropriate under the circumstances. Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to (i) our ability to change substantially our capital structure; (ii) our ability to obtain adequate liquidity and financing sources; (iii) our ability to maintain customers’ confidence in our viability as a continuing entity and to attract and retain sufficient business from them; (iv) our ability to retain key employees, and (v) the overall strength and stability of general economic conditions of the financial and shipping industries, both in the United States and in global markets. The failure of any of these factors could materially adversely affect the successful reorganization of our businesses.

In addition, any plan of reorganization will rely upon financial projections, including with respect to revenues, EBITDA, debt service and cash flow. Financial forecasts are necessarily speculative, and it is likely that one or more of the assumptions and estimates that are the basis of these financial forecasts will not be accurate. In our case, the forecasts are even more speculative than normal, because they involve fundamental changes in the nature of our capital structure. Accordingly, we expect that our actual financial condition and results of operations will differ, perhaps materially, from what we have anticipated. Consequently, there can be no assurance that the results or developments contemplated by any plan of reorganization we may implement will occur or, even if they do occur, that they will have the anticipated effects on us and our subsidiaries or our businesses or operations. The failure of any such results or developments to materialize as anticipated could materially adversely affect the successful execution of any plan of reorganization.

Inadequate liquidity could materially adversely affect our future business operations.

Given the current business environment, our liquidity needs could be significantly higher than we currently anticipate. Our ability to maintain adequate liquidity through 2012 and beyond could depend on our ability to successfully implement an appropriate plan of reorganization, successful operation of our business, appropriate management of operating expenses and capital spending and our ability to complete asset sales on favorable terms. Our expected liquidity needs are highly sensitive to changes in each of these and other factors.

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Even if we successfully take any of the actions described above, we may be required to execute asset sales or other capital generating actions over and above our normal business activities and cut back or eliminate other programs that are important to the future success of our business. In addition, our customers, suppliers and service providers might respond to further weakening of our liquidity position by requesting quicker payment or requiring additional collateral. If this were to happen, our need for cash would be intensified and we may be unable to operate our business successfully.

We may not be able to realize adequate consideration for the disposition of vessels or other assets.

In connection with any plan of reorganization, we may consider potential asset sales. There can be no assurance that we will be successful in completing any asset sale transactions, because there may not be a sufficient number of buyers willing to enter into any transactions, we may not receive sufficient consideration for such assets, or the holders of our debt or equity securities may object to any sale of assets. These transactions, if completed, may reduce the size of our business. From time to time, we also receive inquiries from third parties regarding our potential interest in disposing of certain of our assets, which we may or may not choose to pursue.

The value of vessels have declined due to market conditions starting in 2008 and have continued to today. There is no assurance that we will receive adequate consideration for any vessel or other asset dispositions. Dispositions may result in us recognizing significant losses. As a result, our future disposition of vessels or other assets could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to obtain confirmation of the Plan or there may be a delay of the Effective Date.

In order for us to emerge successfully from the Chapter 11 Cases as viable entities, we, like any other chapter 11 debtor, must obtain approval of the Plan from our creditors and confirmation of a plan of reorganization through the Bankruptcy Court, and then successfully implement the plan of reorganization.  The foregoing process requires us to (i) meet certain statutory requirements with respect to the adequacy of the disclosure statement relating to the plan of reorganization, (ii) solicit and obtain creditor acceptances of the plan of reorganization and (iii) fulfill other statutory conditions with respect to the confirmation of the plan of reorganization. Although we believe that the Plan satisfies all of the requirements necessary for confirmation by the Bankruptcy Court, there can be no assurance that the Bankruptcy Court will reach the same conclusion.  Moreover, there can be no assurance that modifications to the Plan will not be required for confirmation or that such modifications would not necessitate the re-solicitation of votes to accept the Plan, as modified.  Additionally, by its terms, the Plan will not become effective unless, among other things, the conditions precedent contained therein have been satisfied or waived in accordance with the terms of the Plan.

Although we believe that the Effective Date may occur during the second calendar quarter of 2012, there can be no assurance as to such timing or that the conditions to the Effective Date contained in the Plan will ever occur.  The impact that a prolonging of the Chapter 11 Cases may have on our operations cannot be accurately predicted or quantified.  The continuation of the Chapter 11 Cases, particularly if the Plan is not approved, confirmed, or implemented within the time frame currently contemplated, could adversely affect our operations and relationships between us and our customers and charterers, suppliers, service providers and creditors; result in increased professional fees and similar expenses; and threaten our ability to obtain the equity investment contemplated by the Equity Purchase Agreement.  Failure to confirm the Plan or any delay of the Effective Date could further weaken our liquidity position, which could jeopardize our exit from chapter 11, force us to sell the Company or certain of its material assets or liquidate under chapter 7 of the Bankruptcy Code.

Further, under the Plan, we could withdraw the Plan with respect to any Debtors and proceed with confirmation of the Plan with respect to any other Debtors.

The Equity Investment under the Equity Purchase Agreement may not be obtained and the Equity Purchase Agreement may be terminated.

The Equity Purchase Agreement is subject to specified conditions.  For example, the Oaktree Funds have the contractual right to terminate the Equity Purchase Agreement if, among other reasons, we fail to satisfy certain deadlines or do not have cash on hand of a minimum of $20 million (plus any amount by which accounts payable exceed $10 million) at closing (after giving effect to the transactions contemplated by the Plan).  Because the Plan is predicated on the our receipt of the equity investment contemplated by the Equity Purchase Agreement, we will not be able to consummate the Plan in its current form if we or the Oaktree Funds do not comply with our respective obligations under the Equity Purchase Agreement.  A failure to consummate the Plan or attract a different equity investment on terms acceptable to the DIP Lenders may result in a sale of substantially all of our assets in accordance with the Bidding Procedures Order entered by the Bankruptcy Court on December 15, 2011.

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RISK FACTORS RELATED TO OUR BUSINESS AND OPERATIONS

Inadequate liquidity could materially adversely affect our future business operations.

Given the current business environment, our liquidity needs could be significantly higher than currently anticipated.  Our ability to maintain adequate liquidity through 2012 and beyond could depend on our ability to successfully implement the Plan, successful operation of our business, appropriate management of operating expenses and capital spending, and our ability to complete asset sales on favorable terms.  Our expected liquidity needs are highly sensitive to changes in each of these and other factors.

Even if we successfully take any or all of the actions described above, we may be required to execute asset sales or other capital generating actions over and above our normal business activities, and cut back or eliminate other programs that are important to the future success of our business.  In addition, our customers, suppliers and service providers might respond to further weakening of our liquidity position by requesting quicker payment or requiring additional collateral.  If this were to happen, our need for cash would be intensified, and we may be unable to operate our business successfully.

The current global economic turndown and disruptions in world financial markets may negatively impact our business.

In recent years, there has been a significant adverse shift in the global economy, with operating businesses facing tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets. Although the global economy has shown signs of recovery, the global economy remains relatively weak. Recovery of the global economy is proceeding at varying speeds across regions and remains subject to downside risks, including fragility of advanced economies and concerns over sovereign debt defaults by European Union member countries such as Greece.

The possibility of sovereign debt defaults by European Union member countries, such as Greece, Ireland and Portugal, has weakened the Euro Zone and may lead to weaker consumer demand in the European Union, the United States and other parts of the world. The deterioration in the global economy has caused, and may continue to cause, a decrease in worldwide demand for tanker cargoes. Furthermore, the credit crisis in European Union member countries, has increased volatility in global credit and equity markets. These issues, along with the re-pricing of credit risk and the difficulties currently experienced by financial institutions have made, and will likely continue to make, it difficult to obtain financing in the future. As a result of the disruptions in the credit markets, many lenders have increased margins, enacted tighter lending standards, required more restrictive terms (including higher collateral ratios for advances, shorter maturities and smaller loan amounts), or refused to refinance existing debt at all or on terms similar to our current debt. Certain banks that have historically been significant lenders to the shipping industry have announced an intention to reduce or cease lending activities in the shipping industry. New banking regulations, including larger capital requirements and the resulting policies adopted by lenders, could reduce lending activities. We may experience difficulties obtaining financing commitments in the future if our lenders are unwilling to extend financing to us or unable to meet their funding obligations due to their own liquidity, capital or solvency issues.

If adverse conditions in the global economy or the global credit markets or volatility in the financial markets continue or worsen, we could experience a material adverse impact on our results of operations, financial condition and cash flows.

A further economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations.

A significant number of the port calls made by our vessels involve the transportation of crude oil and petroleum products to ports in the Asia Pacific region. As a result, a negative change in economic conditions in the region, and particularly in China, could have an adverse effect on our business, results of operations, cash flows and financial condition. In particular, in recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product. We cannot assure you that the Chinese economy will not experience a significant slowdown or contraction in the future. Many of the economic and political reforms adopted by the Chinese government are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports of crude oil or petroleum products to China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or restrictions on importing commodities into the country. Moreover, a significant or protracted slowdown in the economies of the United States, the European Union or various Asian countries may adversely affect economic growth in China and elsewhere. Our business, results of operations, cash flows and financial condition could be materially and adversely affected by an economic downturn in any of these countries.

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The cyclical nature of the tanker industry may lead to volatility in charter rates and vessel values which may adversely affect our earnings.

We anticipate that future demand for our vessels, and in turn our future charter rates, will be affected by the rate of economic growth in the world’s economy, as well as seasonal and regional changes in demand and changes in the capacity of the world’s fleet.  As of December 31, 2011, seven of our 12 time charter contracts will expire prior to September 30, 2012.  If the tanker industry, which has been highly cyclical, continues to be depressed in the future when our charters expire, or at a time when we may want to sell a vessel, our earnings and available cash flow may be adversely affected.  There can be no assurance that we will be able to successfully charter our vessels in the future or renew our existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations, including payment of debt service to lenders.

The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.  The current global financial crisis has intensified this unpredictability.

The factors that influence demand for tanker capacity include:

·supply of and demand for petroleum and petroleum products;

·global, regional economic and political conditions, including developments in international trade and fluctuations in industrial and agricultural production;

·geographic changes in oil production, processing and consumption;

·oil price levels;

·actions by the Organization of the Petroleum Exporting Countries (“OPEC”);

·inventory policies of the major oil and oil trading companies;

·strategic inventory policies of countries such as the United States and China;

·changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;

·environmental and other legal and regulatory developments;

·currency exchange rates;

·weather and acts of God and natural disasters, including hurricanes and typhoons;

·competition from alternative sources of energy and from other shipping companies and other modes of transportation; and

·international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars.

The factors that influence the supply of tanker capacity include:

·current and expected purchase orders for tankers;

·the number of tanker newbuilding deliveries;

·the scrapping rate of older tankers;

·conversion of tankers to other uses or conversion of other vessels to tankers;

·the price of steel and vessel equipment;

·technological advances in tanker design and capacity;

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·tanker freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying up of tankers;

·the number of tankers that are out of service; and

·changes in environmental and other regulations that may limit the useful lives of tankers.

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity.  The recent global economic crisis may further reduce demand for transportation of oil over long distances and supply of tankers that carry oil, which may materially affect our revenues, profitability and cash flows.

If the number of new ships delivered exceeds the number of tankers being scrapped and lost, tanker capacity will increase.  In addition, we believe that the total newbuilding order books for Suezmax vessels and Aframax vessels scheduled to enter the fleet through 2012 currently are a substantial portion of the existing fleets, and there can be no assurance that the order books will not increase further in proportion to the existing fleets.  If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could materially decline and the value of our vessels could be adversely affected.

Our revenues may be adversely affected if we do not successfully employ our vessels.

We seek to deploy our vessels between spot market voyage charters and time charters in a manner that maximizes long-term cash flow.  As of December 31, 2011, 12 of our vessels are contractually committed to fixed-rate time charters, with the remaining terms of these charters expiring on dates between May 2012 and August 2013.  Although these time charters generally provide stable revenues, we also limit the portion of our fleet available for spot market voyages during an upswing in the tanker industry cycle, when spot market voyages might be more profitable.

We deploy a substantial portion of our fleet in the spot market.  Although spot chartering is common in the crude and product tankers sectors, crude and product tankers charter hire rates are highly volatile and may fluctuate significantly based upon demand for seaborne transportation of crude oil and petroleum products, as well as tanker supply. The successful operation of our vessels in the spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo.  Furthermore, as charter rates for spot charters are fixed for a single voyage that may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

The spot market is highly volatile and, in the past, there have been periods when spot rates have declined below the operating cost of vessels.  Currently, charter hire rates are at relatively low rates historically and there is no assurance that the crude oil and product tanker charter market will recover over the next several months or will not continue to decline further.

We earned approximately 39% of our net voyage revenue from spot charters for the year ended December 31, 2011.  The spot charter market is highly competitive, and spot market voyage charter rates may fluctuate dramatically based primarily on the worldwide supply of tankers available in the market for the transportation of oil and the worldwide demand for the transportation of oil by tanker.  There can be no assurance that future spot market voyage charters will be available at rates that will allow us to operate our vessels that are not under time charter profitably.

The failure of our counterparties to meet their obligations under our time charter agreements could cause us to suffer losses or otherwise adversely affect our business.

We employ 12 vessels under time charters with an average remaining duration of approximately 9.8 months as of December 31, 2011.  The ability of each of our charterers to perform its obligations under a charter will depend on a number of factors that are beyond our control.  These factors may include general economic conditions, the condition of the tanker industry, the charter rates received for specific types of vessels and various operating expenses.  The costs and delays associated with the default by a charterer under a charter of a vessel may be considerable and this may negatively impact our business.

In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates.  As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts.  Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses.

If our charterers attempt to renegotiate their charters or default on their charters, that may adversely affect our business, results of operations, cash flows, financial condition and available cash.

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The market for crude oil transportation services is highly competitive and we may not be able to effectively compete.

Our vessels are employed in a highly competitive market.  Our competitors include the owners of other Aframax, Suezmax, VLCC, Panamax and Handymax vessels and, to a lesser degree, owners of other size tankers.  Both groups include independent oil tanker companies as well as oil companies.  We do not control a sufficiently large share of the market to influence the market price charged for crude oil transportation services.

Our market share may decrease in the future, and we may not be able to compete profitably as we expand our business into new geographic regions or provide new services.  New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

The market value of our vessels may fluctuate significantly, and we may incur losses when we sell vessels following a decline in their market value.

We believe that the fair market value of our vessels may have declined recently, and may decrease further depending on a number of factors including:

·general economic and market conditions affecting the shipping industry;

·competition from other shipping companies;

·supply and demand for tankers and the types and sizes of tankers we own;

·alternative modes of transportation;

·ages of vessels;

·cost of newbuildings;

·governmental or other regulations;

·prevailing level of charter rates; and

·technological advances.

Declines in charter rates and other market deterioration could cause the market value of our vessels to decrease significantly.  We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts.  The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered.  The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future freight rates, earnings from the vessels and discount rates.  All of these items have been historically volatile.

We evaluate the recoverable amount as the higher of fair value less costs to sell and value in use.  If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired.  The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings.  Any impairment charges incurred as a result of further declines in charter rates could negatively affect our business, financial condition or operating results.

Due to the cyclical nature of the tanker market, the market value of one or more of our vessels may at various times be lower than their book value, and sales of those vessels during those times would result in losses.  If we determine at any time that a vessel’s future limited useful life and earnings require us to impair its value on our financial statements, that could result in a charge against our earnings and the reduction of our shareholders’ equity.  If for any reason we sell vessels at a time when vessel prices have fallen, the sale may be at less than the vessel’s carrying amount on our financial statements, with the result that we would also incur a loss and a reduction in earnings.

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Declining tanker values could affect our ability to raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity.  In addition, declining vessel values could result in the reduction in lending commitments, the pledging of unencumbered vessels as additional collateral, the requirement to repay outstanding amounts or a breach of loan covenants, which could give rise to an event of default under our credit facilities.

We may not be able to grow or to effectively manage our growth.

A principal focus of our strategy is to continue to grow by taking advantage of changing market conditions, which may include expanding our business in the Atlantic basin, the primary geographic area and market where we operate, expanding into other regions, or increasing the number of vessels in our fleet.  Our future growth will depend upon a number of factors, some of which we can control and some of which we cannot.  These factors include our ability to:

·identify businesses engaged in managing, operating or owning vessels for acquisitions or joint ventures;

·identify vessels and/or shipping companies for acquisitions;

·integrate any acquired businesses or vessels successfully with our existing operations;

·hire, train and retain qualified personnel to manage and operate our growing business and fleet;

·identify additional new markets outside of the Atlantic basin;

·improve operating and financial systems and controls; and

·obtain required financing for existing and new operations.

Our ability to grow is in part dependent on our ability to expand our fleet through acquisitions of suitable double-hull vessels.  We may not be able to acquire newbuildings or secondhand double-hull tankers on favorable terms, which could impede our growth and negatively impact our financial condition.  We may not be able to contract for newbuildings or locate suitable secondhand double-hull vessels or negotiate acceptable construction or purchase contracts with shipyards and owners, or obtain financing for such acquisitions on economically acceptable terms.

The failure to effectively identify, purchase, develop and integrate any vessels or businesses could adversely affect our business, financial condition and results of operations.

Our operating results may fluctuate seasonally.

We operate our vessels in markets that have historically exhibited seasonal variations in tanker demand and, as a result, in charter rates.  Tanker markets are typically stronger in the fall and winter months (the fourth and first quarters of the calendar year) in anticipation of increased oil consumption in the Northern Hemisphere during the winter months.  Unpredictable weather patterns and variations in oil reserves disrupt vessel scheduling and could impact charter rates.

Because we generate all of our revenues in U.S. Dollars but incur a significant portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.

We generate all of our revenues in U.S. Dollars, but incur a significant portion of expenses, particularly crew and maintenance costs, in currencies other than the U.S. Dollar.  This difference could lead to fluctuations in net income due to changes in the value of the U.S. Dollar relative to the other currencies, in particular the Euro.  Furthermore, due to the recent sovereign debt crisis in certain European member countries, the U.S. dollar-Euro exchange rate has experienced volatility. An adverse movement in these currencies could increase our expenses.

There may be risks associated with the purchase and operation of secondhand vessels.

Our business strategy may include additional growth through the acquisition of additional secondhand vessels.  Although we inspect secondhand vessels prior to purchase, this does not normally provide us with the same knowledge about their condition that we would have had if such vessels had been built for and operated exclusively by us.  Therefore, our future operating results could be negatively affected if some of the vessels do not perform as expected.  Also, we generally do not receive the benefit of warranties from the builders if the vessels we buy are more than one year old.

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An increase in costs could materially and adversely affect our financial performance.

Our vessel operating expenses are comprised of a variety of costs including crew costs, provisions, deck and engine stores, lubricating oil, insurance, many of which are beyond our control and affect the entire shipping industry. Additionally, repairs and maintenance costs are difficult to predict with certainty and may be substantial.  Many of these expenses are not covered by our insurance.  Also, costs such as insurance and security are still increasing.  If costs continue to rise, that could materially and adversely affect our cash flows and profitability.

Fuel, or bunkers, is a significant, if not the largest, expense for our vessels that will be employed in the spot market.  With respect to our vessels that will be employed on time charter, the charterer is generally responsible for the cost of fuel.  However, such cost may affect the charter rates that we are able to negotiate for our vessels.  Changes in the price of fuel may adversely affect our profitability.  The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.  Furthermore, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business compared to other forms of transportation, such as truck or rail.

If our vessels suffer damage, we may need to be repaired at a drydocking facility.  The costs of drydock repairs are unpredictable and may be substantial.  We may have to pay drydocking costs that our insurance does not cover in full.  The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition.  In addition, space at drydocking facilities is sometimes limited, and not all drydocking facilities are conveniently located.  We may be unable to find space at a suitable drydocking facility, or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions.  The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition.  Furthermore, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.  If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss, which could negatively impact our business, financial condition, results of operations and available cash.

International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination.  Inspection procedures can result in the seizure of contents of our vessels, delays in the loading, offloading or delivery and the levying of customs, duties, fines and other penalties against us.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us.  Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo impractical.  Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

Our vessels are currently registered under the flags of the Republic of Liberia, the Republic of the Marshall Islands and Bermuda.  Each of these jurisdictions imposes taxes based on the tonnage capacity of each of the vessels registered under its flag.  The tonnage taxes imposed by these countries could increase, which would cause the costs of our operations to increase.

Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may adversely affect our business.

The hull and machinery of every commercial tanker must be classed by a classification society authorized by its country of registry.  The classification society certifies that a tanker is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the tanker and the international conventions of which that country is a member.  All of our vessels are certified as being “in-class” by Det Norske Veritas or the American Bureau of Shipping.  These classification societies are members of the International Association of Classification Societies.

A vessel must undergo annual surveys, intermediate surveys and special surveys.  In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period.  Our vessels are on special survey cycles for hull inspection and on special survey or continuous survey cycles for machinery inspection.  Every vessel is also required to be drydocked every two to five years for inspection of the underwater parts of such vessel.

If a vessel in our fleet does not maintain its class and/or fails any annual survey, intermediate survey or special survey, it will be unemployable and unable to trade between ports.  This would negatively impact our results of operations.

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We depend on our key personnel and may have difficulty attracting and retaining skilled employees.

The loss of the services of any of our key personnel or our inability to successfully attract and retain qualified personnel in the future could have a material adverse effect on our business, financial condition and operating results.  In particular, during the pendency of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees are facing considerable distraction and uncertainty.  A loss of key personnel or material erosion of employee morale could have a material adverse effect on our ability to meet customer and supplier expectations, thereby adversely affecting our business and results of operations.  Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain through the pendency of the Chapter 11 Cases is limited during the Chapter 11 Cases by restrictions on implementation of retention programs.  The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.

Moreover, our future success depends particularly on the continued service of John Tavlarios, our President, and our ability to attract a suitable replacement, if necessary.  In addition, Peter Georgiopoulos has served as Chairman of the Board of Directors since 2001.  The loss of Peter Georgiopoulos’ full-time service could have an adverse effect on our operations.

Our success also depends in large part on our ability to attract and retain highly skilled and qualified ship officers and crew.  In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work.  Competition to attract and retain qualified crew members is intense.  We expect crew costs to increase slightly in 2012.  If we are not able to increase our rates to compensate for any crew cost increases, our financial condition and results of operations may be adversely affected.  Any inability we experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business.

Our vessel-owning subsidiaries and our third-party technical management companies employ masters, officers and crews to man our vessels.  If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

We receive a significant portion of our revenues from a limited number of customers, and the loss of any customer could result in a significant loss of revenues and cash flow.

We have derived, and we believe we will continue to derive, a significant portion of our revenues and cash flow from a limited number of customers.  If any of our key customers breach or terminate their time charters or renegotiate or renew them on terms less favorable than those currently in effect, or if any significant customer decreases the amount of business it transacts with us, or if we lose any of our customers or a significant portion of our revenues, our operating results, cash flows and profitability could be materially adversely affected.

Shipping is an inherently risky business and our insurance may not be adequate.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, business interruptions caused by mechanical failures, human error, grounding, fire, explosions, war, terrorism, piracy and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our customer relationships, market disruptions, delay or rerouting.  In addition, the operation of tankers has unique operational risks associated with the transportation of oil.  An oil spill may cause significant environmental damage, and the associated costs could exceed the insurance coverage available to us.  Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

We carry insurance to protect against most of the accident-related risks involved in the conduct of our business.  We currently maintain $1 billion in coverage for each of our vessels for liability for spillage or leakage of oil or pollution, and also carry insurance covering lost revenue resulting from vessel off-hire for all of our vessels.  Nonetheless, risks may arise against which we are not adequately insured.  For example, a catastrophic spill could exceed our insurance coverage and have a material adverse effect on our financial condition.  In addition, we may not be able to procure adequate insurance coverage at commercially reasonable rates in the future and cannot guarantee that any particular claim will be paid.  In the past, new and stricter environmental regulations have led to higher costs for insurance covering environmental damage or pollution, and new regulations could lead to similar increases, or even make this type of insurance unavailable.  Furthermore, even if insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement ship in the event of a loss.  We may also be subject to calls, or premiums, in amounts based not only on

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our own claim records, but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability.  In addition, our protection and indemnity associations may not have enough resources to cover claims made against us.  Our payment of these calls could result in significant expenses to us which could reduce our cash flows and place strains on our liquidity and capital resources.

The risks associated with older vessels could adversely affect our operations.

In general, the costs to maintain a vessel in good operating condition increase as the vessel ages.  As of December 31, 2011, the weighted average age of the 30 vessels we own that are in our fleet was 8.1 years, compared to an average age of 8.6 years as of December 31, 2010 (including the three Chartered-in Vessels).  Due to improvements in engine technology, older vessels typically are less fuel-efficient than more recently constructed vessels.  Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, safety or other equipment standards related to the age of tankers may require expenditures for alterations or the addition of new equipment to our vessels, and may restrict the type of activities in which our vessels may engage.  There can be no assurance that, as our vessels age, market conditions will justify any required expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we estimate to be 25 years from their build dates.  Our cash flows and income are dependent on the revenues earned by the chartering of our vessels.  If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our revenue will decline and our business, results of operations, financial condition, and available cash per share would be adversely affected.  Any funds set aside for vessel replacement will reduce available cash.

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, in the Gulf of Aden off the coast of Somalia and off the western coast of Africa.  In recent years, the frequency of piracy incidents increased significantly, particularly in the Gulf of Aden off the coast of Somalia.  If these piracy attacks result in regions in which our vessels are deployed being characterized by insurers as “war risk” zones, or Joint War Committee (“JWC”) “war and strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain.  In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances.  We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on our business.  In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition.

In response to piracy incidents in recent years, particularly in the Gulf of Aden off the coast of Somalia, following consultation with regulatory authorities, we may station guards on some of our vessels in some instances.  While the use of guards is intended to deter and prevent the hijacking of vessels, it may also increase our risk of liability for death or injury to persons or damage to personal property.  While we believe that we generally have adequate insurance in place to cover such liability, if we do not, it could adversely impact our business, results of operations, cash flows, and financial condition.

Terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs and disruption of our business.

Terrorist attacks, the continuing conflicts in Iraq, Iran, Afghanistan and North Africa, and other current and future conflicts, may adversely affect our business, operating results, financial condition, ability to raise capital and future growth.  Continuing hostilities in the Middle East and North Africa may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the United States or elsewhere, which may contribute further to economic instability in the global financial and commercial markets.

In addition, oil facilities, shipyards, vessels, pipelines and oil and gas fields could be targets of future terrorist attacks.  Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil and other refined products to or from certain locations.  Terrorist attacks, war or other events beyond our control, such as recent threats by Iran to block the Strait of Hormuz, that adversely affect the distribution, production or transportation of oil and other refined products to be shipped by us could entitle our customers to terminate our charter contracts, which would harm our cash flow and business.

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If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, that could adversely affect our reputation and the market for our common stock.

Almost all of our charters with customers contain restrictions prohibiting our vessels from entering any countries or conducting any trade prohibited by the United States.  Two of our charters, which were in place at the time we acquired the vessels to which they relate, do not contain such restrictions.  In these cases, we nonetheless request our charterers to not operate our vessels in any such countries or conduct any prohibited trade.  However, there can be no assurance that, on such charterers’ instructions, our vessels will not call on ports located in countries subject to sanctions or embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria.  Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.  Any such violation could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our Company.  Additionally, some investors may decide to divest their interest, or not to invest, in our Company simply because we do business with companies that do business in sanctioned countries.  Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our Company may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

Our results of operations could be affected by natural events in the locations in which our customers operate.

Several of our customers have operations in locations that are subject to natural disasters, such as severe weather and geological events, which could disrupt the operations of those customers and suppliers, as well as our operations.  For example, in March 2011, the northern region of Japan experienced a severe earthquake followed by a tsunami.  These geological events caused significant damage in that region and have adversely affected Japan’s infrastructure and economy.  Several of our customers are located in Japan and have experienced, and may experience in the future, shutdowns as a result of these events, and their operations may be negatively impacted by these events.  As a result, some or all of those customers may reduce their orders for crude oil, which could adversely affect our revenue and results of operations.  In addition to the negative direct economic effects of recent events on the Japanese economy and on our customers and suppliers located in Japan, economic conditions in Japan could also adversely affect regional and global economic conditions.  The degree to which these events, as well as future events, in Japan will adversely affect regional and global economies remains uncertain at this time.  However, if these events cause a decrease in demand for crude oil, our financial condition and operations could be adversely affected.

Our operations could be adversely impacted by the 2010 drilling rig accident and resulting oil spill in the U.S. Gulf of Mexico.

On April 22, 2010, the drilling rig Deepwater Horizon, which was engaged in deepwater drilling operations in the Gulf of Mexico, sank after an explosion and fire.  The incident resulted in a significant and uncontrolled oil spill off the coast of Louisiana.  In response to this incident, proposals have been introduced in the U.S. Congress to, among other things, increase the limits of liability under the United States Oil Pollution Act of 1990.  At this time, we cannot predict what, if any, impact the Deepwater Horizon incident may have on the regulation of shipping activity or the cost or availability of insurance coverage to cover the risks of our operations.  Changes in laws or regulations applicable to our operations and increases in the cost or reductions in the availability of insurance could have a negative impact on our profitability.

Compliance with safety, environmental and other governmental requirements and related costs may adversely affect our operations.

The shipping industry in general, and our business and the operation of our vessels in particular, are affected by a variety of governmental regulations in the form of numerous international conventions, national, state and local laws and national and international regulations in force in the jurisdictions in which such tankers operate, as well as in the country or countries in which such tankers are registered. These regulations include, but are not limited to:

·the U.S. Oil Pollution Act of 1990, or OPA, and the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which impose strict liability for the discharge of oil into the 200-mile United States exclusive economic zone, the obligation to obtain certificates of financial responsibility for vessels trading in United States waters and the requirement that newly constructed tankers that trade in United States waters be constructed with double-hulls;

·the U.S. Clean Air Act;

·the U.S. Clean Water Act;

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·the International Convention on Civil Liability for Oil Pollution Damage of 1969 entered into by many countries (other than the United States) which imposes strict liability for pollution damage caused by the discharge of oil;

·the International Convention for the Prevention of Pollution from Ships, or the MARPOL Convention, adopted and implemented under the auspices of the International Maritime Organization, or IMO, with respect to strict technical and operational requirements for tankers;

·the IMO International Convention for the Safety of Life at Sea of 1974, or SOLAS, which imposes crew and passenger safety requirements and requires the party with operational control of a vessel to develop an extensive safety management system;

·the International Ship and Port Facilities Securities Code, or the ISPS Code, which became effective in 2004;

·the International Convention on Load Lines of 1966 which imposes requirements relating to the safeguarding of life and property through limitations on load capability for vessels on international voyages; and

·the U.S. Maritime Transportation Security Act of 2002 which imposes security requirements for tankers entering U.S. ports.

More stringent maritime safety rules have been imposed in the European Union. Furthermore, the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or similar events in the future, may result in further regulation of the tanker industry, and modifications to statutory liability schemes, and related increases in compliance costs, all of which could limit our ability to do business or increase the cost of our doing business and that could have a material adverse effect on our operations. In addition, we are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. We believe our vessels are maintained in good condition in compliance with present regulatory requirements, are operated in compliance with applicable safety and environmental laws and regulations and are insured against usual risks for such amounts as our management deems appropriate. The vessels’ operating certificates and licenses are renewed periodically during each vessel’s required annual survey. However, government regulation of tankers, particularly in the areas of safety and environmental impact may change in the future and require us to incur significant capital expenditures with respect to our ships to keep them in compliance.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and other applicable worldwide anti-corruption laws.

The U.S. Foreign Corrupt Practices Act (“FCPA”) and other applicable worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business.  These laws include the recently enacted U.K.  Bribery Act, which became effective on July 1, 2011 and which is broader in scope than the FCPA, as it contains no facilitating payments exception.  We charter our vessels into some jurisdictions that international corruption monitoring groups have identified as having high levels of corruption.  Our activities create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA or other applicable anti-corruption laws.  Our policies mandate compliance with applicable anti-corruption laws.  Although we have policies, procedures and internal controls in place to monitor internal and external compliance, we cannot assure that our policies and procedures will protect us from governmental investigations or inquiries surrounding actions of our employees or agents.  If we are found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions.

Our vessels may be requisitioned by governments without adequate compensation.

A government could requisition for title or seize our vessels.  In the case of a requisition for title, a government takes control of a vessel and becomes its owner.  Also, a government could requisition our vessels for hire.  Under requisition for hire, a government takes control of a vessel and effectively becomes its charterer at dictated charter rates.  Generally, requisitions occur during a period of war or emergency.  Although we, as owners, would be entitled to compensation in the event of a requisition, the amount and timing of payment would be uncertain.

Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off hire period.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages.  In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings.  The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period.

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In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien, as well as any “associated” vessel, which is any vessel owned or controlled by the same owner.  In countries with “sister ship” liability laws, claims might be asserted against us, any of our subsidiaries or our vessels for liabilities of other vessels that we own.

We may have to pay U.S. tax on U.S. source income, which would reduce our net income and cash flows.

If we do not qualify for an exemption pursuant to Section 883 (“Section 883”) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then we will be subject to U.S. federal income tax on our shipping income that is derived from U.S. sources.  If we are subject to such tax, our results of operations and cash flows would be reduced by the amount of such tax.

We will qualify for exemption under Section 883 if, among other things, (i) our stock is treated as primarily and regularly traded on an established securities market in the United States (the “publicly traded requirement”) or (ii) we satisfy one of the two ownership tests.  Under applicable Treasury regulations, we may not satisfy this publicly traded requirement in any taxable year in which 50% or more of our stock is owned for more than half the days in such year by persons who actually or constructively own five percent or more of our stock (sometimes referred to as “5% Shareholders”).

We believe that, based on the ownership of our stock in 2011, we satisfied the publicly traded requirement for 2011.  However, if 5% Shareholders were to own more than 50% of our common stock for more than half the days of any future taxable year, we may not be eligible to claim exemption from tax under Section 883 for such taxable year.  There can be no assurance that changes and shifts in the ownership of our stock by 5% Shareholders will not preclude us from qualifying for exemption from tax in 2012 or in future years.

If we do not qualify for the Section 883 exemption, our shipping income derived from U.S. sources, or 50% of our gross shipping income attributable to transportation beginning or ending in the United States, would be subject to a four percent tax, without allowance for deductions.

Pursuant to the Plan, affiliates of Oaktree will beneficially own more than 50% of our common stock and we will not list our common stock on a national securities exchange.  As such, there can be no assurance that we will satisfy the publicly traded requirement following the effective date of the Plan or that we will otherwise be able to qualify for an exemption pursuant to Section 883.

Legislative action relating to taxation could materially and adversely affect us.

Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority.  For example, legislative proposals have been introduced in the U.S. Congress which, if enacted, could change the circumstances under which we would be treated as U.S. persons for U.S. federal income tax purposes, which could materially and adversely affect our effective tax rate and cash tax position and require us to take action, at potentially significant expense, to seek to preserve our effective tax rate and cash tax position.  We cannot predict the outcome of any specific legislative proposals.

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A foreign corporation generally will be treated as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes if either (i) at least 75% of its gross income for any taxable year consists of “passive income” or (ii) at least 50% of its assets (averaged over the year and generally determined based upon value) produce or are held for the production of “passive income” (“Passive Assets”).  U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to distributions we receive from the PFIC and gain, if any, we derive from the sale or other disposition of their stock in the PFIC.

For purposes of these tests, “passive income” generally includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury regulations.

For purposes of these tests, income derived from the performance of services does not constitute “passive income.”  By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.  We do not believe that our past or existing operations would cause us, or would have caused our subsidiaries, to be deemed a PFIC with respect to any taxable year.  In this regard, we treat the gross income we derive or are deemed to derive from our time and spot chartering activities as services income, rather than rental income. Accordingly, we believe that (i)

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our income from time and spot chartering activities does not constitute passive income and (ii) the assets that we own and operate in connection with the production of that income do not constitute passive assets.

While there is no direct legal authority under the PFIC rules addressing our method of operation, there is legal authority supporting this position consisting of case law and pronouncements by the U.S. Internal Revenue Service (the “IRS”) concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes.  However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.  Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are PFICs.  Moreover, because (i) there are uncertainties in the application of the PFIC rules, (ii) the PFIC test is an annual test, and (iii) although we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, there could be changes in the nature and extent of our operations in future years, there can be no assurance that we will not become PFICs in any taxable year.

If we were to be treated as PFICs for any taxable year (and regardless of whether we remain as PFICs for subsequent taxable years), our U.S. shareholders would face adverse U.S. tax consequences.  These adverse tax consequences to shareholders could negatively impact our ability to issue additional equity in order to raise the capital necessary for our business operations.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions.  These regulatory measures include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy.  Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.  Revenue generation and strategic growth opportunities may also be adversely affected.  Climate change may reduce the demand for oil or increased regulation of greenhouse gases may create greater incentives for use of alternative energy sources.  Any long-term material adverse effect on the oil industry could have a significant financial and operational adverse impact on our business that cannot be predicted with certainty at this time.

Proceedings involving General Maritime, our vessel-operating subsidiary and two General Maritime vessel officers could negatively impact our business.

We have been subject to claims in various legal proceedings (including as described below), and may become subject to other claims or legal proceedings in the future.  Although pre-petition claims against us have been generally stayed while the Chapter 11 Cases are pending, we may not be successful in ultimately discharging or satisfying such claims.  The ultimate outcome of any such matters, including our ability to have these matters satisfied and discharged in the bankruptcy proceeding, cannot presently be determined, nor can the liability that may potentially result from any negative outcomes be reasonably estimated presently.  The liability we may ultimately incur with respect to such matters in the event of a negative outcome may potentially be material to our business, financial condition, and/or results of operations.

On November 25, 2008, a jury in the Southern District of Texas found General Maritime Management (Portugal) L.D.A., a subsidiary of GMR (“GMM Portugal”), and two vessel officers of the Genmar Defiance guilty of violating the Act to Prevent Pollution from Ships and 18 USC 1001.  The conviction resulted from charges based on alleged incidents occurring on board the Genmar Defiance arising from potential failures by shipboard staff to properly record discharges of bilge waste during the period of November 24, 2007 through November 26, 2007.  Pursuant to the sentence imposed by the Court on March 13, 2009, GMM Portugal paid a $1 million fine in April 2009 and is subject to a probationary period of five years.  During this period, a court-appointed monitor will monitor and audit GMM Portugal’s compliance with its environmental compliance plan, and GMM Portugal is required to designate a responsible corporate officer to submit monthly reports to, and respond to inquiries from, the court’s probation department.  The court stated that, should GMM Portugal engage in future conduct in violation of its probation, it may, under appropriate circumstances, ban certain of our vessels from calling on U.S. ports.  Any violations of probation may also result in additional penalties, costs or sanctions being imposed on us.

On or about August 29, 2007, an oil sheen was discovered by shipboard personnel of the Genmar Progress in Guayanilla Bay, Puerto Rico in the vicinity of the vessel.  We understand that U.S. federal and Puerto Rico authorities are conducting civil investigations into an oil pollution incident which occurred during this time period on the southwest coast of Puerto Rico including Guayanilla Bay.  The extent to which oil discharged from the Genmar Progress is responsible for this incident is currently the subject of investigation.  The U.S. Coast Guard has designated the Genmar Progress as a potential source of discharged oil.  Under the U.S. Oil Pollution Act of 1990, the source of the discharge is liable, regardless of fault, for damages and oil spill remediation as a result of the discharge.

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In January 2009, we received a demand from the U.S. National Pollution Fund for approximately $5.8 million for the U.S. Coast Guard’s response costs and certain costs of the Departamento de Recursos Naturales y Ambientales of Puerto Rico in connection with the alleged damage to the environment caused by the spill.  In April 2010, the U.S. National Pollution Fund made an additional natural resource damage assessment claim against us of approximately $0.5 million.  In October 2010, we entered into a settlement agreement with the U.S. National Pollution Fund in which we paid approximately $6.3 million in full satisfaction of the oil spill response costs of the U.S. Coast Guard and natural damage assessment costs of the U.S. National Pollution Fund through the date of the settlement agreement.  Pursuant to the settlement agreement, the U.S. National Pollution Fund will waive its claims to any additional civil penalties under the U.S. Clean Water Act as well as for accrued interest.  Notwithstanding the settlement agreement, we may be subject to any further potential claims by the U.S. National Pollution Fund or the U.S. Coast Guard arising from the ongoing natural damage assessment.

We have been cooperating in these investigations and have posted a surety bond to cover potential fines or penalties that may be imposed in connection with these matters.  These matters have been reported to our protection and indemnity insurance underwriters.

RISK FACTORS RELATED TO OUR FINANCINGS

We have incurred significant indebtedness which could affect our ability to finance our operations, pursue desirable business opportunities and successfully run our business in the future, and therefore make it more difficult for us to fulfill our obligations under our indebtedness.

We have incurred substantial debt. As of December 31, 2011, we had $890.3 million of indebtedness outstanding and an additional $463.5 million of indebtedness that had been classified as liabilities subject to compromise.  In addition, as of December 31, 2011, we had $35 million, net of outstanding letters of credit, available for additional borrowing under our DIP Facility.

On December 15, 2011, the Bankruptcy Court entered a final order in connection with the DIP Facility (the “Final Order”), permitting the DIP Borrowers access to the DIP Facility, subject to the terms and conditions of the DIP Facility and related orders of the Bankruptcy Court. The DIP Facility provides us with (i) a revolving credit facility of up to $35 million and (ii) a term loan facility of up to $40 million. The DIP Facility also provides for an incremental facility to increase the commitments under the Revolving Facility by up to $25 million, subject to compliance with specified conditions. As of December 31, 2011, we had borrowed $40 million under the DIP Facility.

Our substantial indebtedness and interest expense could have important consequences to us, including:

·limiting our ability to use a substantial portion of our cash flow from operations in other areas of our business, including for working capital, capital expenditures and other general business activities, because we must dedicate a substantial portion of these funds to service our debt;

·requiring us to seek to incur further indebtedness in order to make the capital expenditures and other expenses or investments planned by us to the extent our future cash flows are insufficient;

·limiting our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions and the execution of our growth strategy, and other expenses or investments planned by us;

·limiting our flexibility and our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation, our business and our industry;

·limiting our ability to satisfy our obligations under our indebtedness (which could result in an event of default if we fail to comply with the requirements of our indebtedness);

·increasing our vulnerability to a downturn in our business and to adverse economic and industry conditions generally;

·placing us at a competitive disadvantage as compared to our competitors that are less leveraged;

·limiting our ability, or increasing the costs, to refinance indebtedness; and

·limiting our ability to enter into hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions.

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Our ability to continue to fund our debt requirements and to reduce debt may be affected by general economic, financial market, competitive, legislative and regulatory factors, among other things. An inability to fund our debt requirements, reduce debt or satisfy debt covenant requirements could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We may not be able to generate sufficient cash to service all of our indebtedness.

We expect our earnings and cash flow to vary significantly from year to year due to the cyclical nature of our industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. Additionally, our future cash flow may be insufficient to meet our debt obligations and commitments. Any insufficiency could negatively impact our business. A range of economic, competitive, financial, business, industry and other factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to pay our debt. Many of these factors, such as charter rates, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

·refinancing or restructuring our debt;

·selling tankers or other assets;

·reducing or delaying investments and capital expenditures; or

·seeking to raise additional capital.

However, we cannot assure you that undertaking alternative financing plans, if necessary, would be successful in allowing us to meet our debt obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

Our financing arrangements impose significant operating and financial restrictions that may limit our ability to operate our business.

Our financing arrangements impose significant operating and financial restrictions on us and our restricted subsidiaries. These restrictions will limit our ability and the ability of our restricted subsidiaries to, among other things, as applicable:

·incur additional debt and provide additional guarantees;

·pay dividends or make other restricted payments, including certain investments;

·create or permit certain liens;

·sell tankers or other assets;

·create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;

·engage in certain transactions with affiliates; and

·consolidate or merge with or into other companies, or transfer all or substantially all of our assets or the assets of our restricted subsidiaries.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions. In addition, the limitations

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imposed by any financing arrangements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.  These restrictions could also limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities.

If we default on our obligations to pay any of our indebtedness, we may be subject to restrictions on the payment of our other debt obligations or cause a cross-default or cross-acceleration.

If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in any agreement governing our indebtedness, we would be in default under the terms of the agreements governing such indebtedness.  In the event of such event of default:

·the lenders or holders of such indebtedness could elect to terminate our commitments thereunder, declare all the funds borrowed thereunder to be due and payable and institute foreclosure proceedings against our assets;

·even if those lenders or holders do not institute foreclosure procedures against our assets, they may be able to cause all of our available cash to be used to repay the indebtedness owed to them; and

·such event of default could cause a cross-default or cross-acceleration under our other indebtedness.

We may not be able to obtain exit financing.

The Plan is predicated, among other things, on obtaining the Exit Facilities.  We have not yet received a commitment with respect to the Exit Facilities, and there can be no assurance that we will be able to obtain the Exit Facilities.  If we cannot secure exit financing, the Plan cannot be confirmed.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

Our debt under our 2011 Credit Facility and 2010 Amended Credit Facility bears interest at a variable rate of LIBOR plus 400 basis points. The Oaktree Credit Facility bears interest at a rate per annum based on LIBOR (with a 3% minimum) plus a margin of 6% per annum if the payment of interest will be in cash, or a margin of 9% if the payment of interest will be in kind, at the option of General Maritime Subsidiary and General Maritime Subsidiary II.  The principal amounts outstanding under the DIP Facility bear interest based on the adjusted Eurodollar Rate (which includes a floor of 1.50%) plus 6.50% per annum. We may also incur indebtedness in the future with variable interest rates. As a result, an increase in market interest rates would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt.

LIBOR and Eurodollar rates have recently been stable, but the spread between those rates and prime lending rates can widen significantly at times. These conditions are the result of the recent disruptions in the international credit markets. Because the interest rates borne by amounts that we may drawdown under our credit facilities fluctuate with changes in the LIBOR and Eurodollar rates, if this volatility were to continue, it would affect the amount of interest payable on amounts that we were to drawdown from our credit facility, which in turn, would have an adverse effect on our profitability, earnings and cash flow.

The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates could result in higher than market interest rates and charges against our income.

We are currently party to two interest rate swaps for purposes of managing our exposure to fluctuations in interest rates applicable to indebtedness under our 2011 Credit Facility which was advanced at a floating rate based on LIBOR. Our hedging strategies, however, may not be effective and we may incur substantial losses if interest rates move materially differently from our expectations. Since our existing interest rate swaps do not, and future derivative contracts may not, qualify for treatment as hedges for accounting purposes we recognize fluctuations in the fair value of such contracts in our income statement. In addition, our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under our financing arrangements.

Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial conditions or results of operations. At December 31, 2011, the fair value of our interest rate swaps was a liability of $4.8 million.

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RISK FACTORS RELATED TO OUR COMMON STOCK

Anti-takeover provisions in our financing agreements and organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock.

Several of our financing agreements impose restrictions on changes of control of our company and our ship-owning subsidiaries. These include requirements that we obtain the lenders’ consent prior to any change of control and that we make an offer to redeem certain indebtedness before a change of control can take place.

Several provisions of our amended and restated articles of incorporation and our by-laws could discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. These provisions include:

·authorizing our Board of Directors to issue “blank check” preferred stock without shareholder approval;

·providing for a classified board of directors with staggered, three-year terms;

·prohibiting us from engaging in a “business combination” with an “interested shareholder” for a period of three years after the date of the transaction in which the person became an interested shareholder unless certain provisions are met;

·prohibiting cumulative voting in the election of directors;

·authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock entitled to vote for the directors;

·prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

·limiting the persons who may call special meetings of shareholders; and

·establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at shareholder meetings.

Our incorporation under the laws of the Republic of the Marshall Islands may limit the ability of our shareholders to protect their interests.

Our corporate affairs are governed by our amended and restated articles of incorporation and by-laws and by the Republic of the Marshall Islands Business Corporations Act. The provisions of the Republic of the Marshall Islands Business Corporations Act resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the Republic of the Marshall Islands Business Corporations Act. For example, the rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Although the Republic of the Marshall Islands Business Corporations Act does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

It may not be possible for our investors to enforce U.S. judgments against us.

We are incorporated in the Republic of the Marshall Islands and most of our subsidiaries are organized in the Republic of Liberia and the Republic of the Marshall Islands. Substantially all of our assets and those of our subsidiaries are located outside the United States. As a result, it may be difficult or impossible for U.S. investors to serve process within the United States upon us or to enforce judgment upon us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based upon these laws.

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Under the Plan, affiliates of Oaktree will own a significant percentage of the voting power of our common stock, and as a result could exert significant influence over the Company.

Under the Plan, affiliates of Oaktree will beneficially own approximately 82% to 100% of our outstanding common stock as of the effective date of the Plan. As a result, they would be in a position to control the outcome of all actions requiring shareholder approval, including the election of directors, without the approval of other shareholders. This concentration of ownership could also facilitate or hinder a negotiated change of control of us and, consequently, have an impact upon the value of our common stock. Further, one or more of the holders of a significant number of shares of our common stock may determine to sell all or a large portion of their shares in a short period of time, which may adversely affect the market price of the common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We lease four properties which house offices used in the administration of our operations: a property of approximately 24,000 square feet in New York, New York, a property of approximately 11,500 square feet in Lisbon, Portugal and a property of approximately 750 square feet in Novorossiysk, Russia. We do not own or lease any production facilities, plants, mines or similar real properties.

ITEM 3. LEGAL PROCEEDINGS

On November 17, 2011, we commenced the Chapter 11 Cases. Pursuant to the Bankruptcy Code, the filing of a bankruptcy petition automatically stays certain actions against us, including actions to collect pre-petition indebtedness or to exercise control over the property of our bankruptcy estates.  We have filed a plan of reorganization in the Chapter 11 Cases which, if confirmed, will provide for the treatment of allowed claims against our bankruptcy estates, including pre-petition liabilities.  The treatment of such liabilities under a confirmed Chapter 11 plan of reorganization is expected to result in a material adjustment to our financial statements.

From time to time we have been, and expect to continue to be, subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

On or about August 29, 2007, an oil sheen was discovered by shipboard personnel of the Genmar Progress in Guayanilla Bay, Puerto Rico in the vicinity of the vessel. The vessel crew took prompt action pursuant to the vessel response plan. Our subsidiary which operates the vessel promptly reported this incident to the U.S. Coast Guard and subsequently accepted responsibility under the U.S. Oil Pollution Act of 1990 for any damage or loss resulting from the accidental discharge of bunker fuel determined to have been discharged from the vessel. It is our understanding that the federal and Puerto Rico authorities are conducting civil investigations into an oil pollution incident which occurred during this time period on the southwest coast of Puerto Rico including Guayanilla Bay. The extent to which oil discharged from the Genmar Progress is responsible for this incident is currently the subject of investigation. The U.S. Coast Guard has designated the Genmar Progress as a potential source of discharged oil. Under the U.S. Oil Pollution Act of 1990, the source of the discharge is liable, regardless of fault, for damages and oil spill remediation as a result of the discharge.

On January 13, 2009, we received a demand from the U.S. National Pollution Fund for approximately $5.8 million for the U.S. Coast Guard’s response costs and certain costs of the Departamento de Recursos Naturales y Ambientales of Puerto Rico in connection with the alleged damage to the environment caused by the spill. In April 2010, the U.S. National Pollution Fund made an additional natural resource damage assessment claim against us of approximately $0.5 million.  In October 2010, we entered into a settlement agreement with the U.S. National Pollution Fund in which we agreed to pay approximately $6.3 million in full satisfaction of the oil spill response costs of the U.S. Coast Guard and natural damage assessment costs of the U.S. National Pollution Fund through the date of the settlement agreement.  Pursuant to the settlement agreement, the U.S. National Pollution Fund will waive its claims to any additional civil penalties under the U.S. Clean Water Act as well as for accrued interest.  The settlement has been paid in full by the vessel’s Protection and Indemnity Underwriters. Notwithstanding the settlement agreement, we may be subject to any further potential claims by the U.S. National Pollution Fund or the U.S. Coast Guard arising from the ongoing natural resource damage assessment.

We have been cooperating in these investigations and have posted a surety bond, which was returned to us on April 21, 2011, to cover potential fines or penalties that may be imposed in connection with these matters.

These matters have been reported to our protection and indemnity insurance underwriters, and management believes that any such liabilities (including our obligations under the settlement agreement) will be covered by our insurance, less a $10,000 deductible.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION, HOLDERS AND DIVIDENDS

Our common stock was traded on the NYSE under the symbol “GMR” through November 17, 2011. On that date, we received notice from the NYSE that the NYSE had determined that our common stock should be immediately suspended from trading on the NYSE. Our common stock commenced trading on the OTC markets on November 17, 2011.

The following table summarizes the quarterly high and low bid quotations prices per share of our common stock as reported on the OTC markets since November 17, 2011 and by the high and low sales prices on the NYSE prior to the date trading was suspended by the NYSE. The OTC markets quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

FISCAL YEAR ENDED DECEMBER 31, 2011	HIGH		LOW
1st Quarter	$	3.70	$	1.75
2nd Quarter	$	2.44	$	1.32
3rd Quarter	$	1.38	$	0.23
4th Quarter	$	0.50	$	0.01

FISCAL YEAR ENDED DECEMBER 31, 2010	HIGH		LOW
1st Quarter	$	8.50	$	6.64
2nd Quarter	$	8.82	$	5.95
3rd Quarter	$	6.50	$	4.26
4th Quarter	$	4.98	$	3.02

As of March 9, 2012, there were approximately 137 holders of record of our common stock.

On December 16, 2008, our Board of Directors adopted a quarterly dividend policy with a fixed target amount of $0.50 per share per quarter or $2.00 per share each year. We announced on July 29, 2009 that our Board of Directors changed our quarterly dividend policy by adopting a fixed target amount of $0.125 per share per quarter or $0.50 per share each year, starting with the third quarter of 2009.

We announced on July 28, 2010 that our Board of Directors changed our quarterly dividend policy by adopting a fixed target amount of $0.08 per share per quarter based on the number of shares outstanding as of July 26, 2010, starting with the second quarter of 2010.

We announced on October 5, 2010 that our Board of Directors had adopted a dividend policy pursuant to which we intended to limit dividends paid in any fiscal quarter to $0.01 per share for so long as the Bridge Loan Credit Facility (as described below under — “Item 7. Management’s Discussion and Analysis — Liquidity and Capital Resources —Bridge Loan Credit Facility “) remains in effect, subject to the definitive determinations of the Board of Directors in connection with the declaration and payment of any such dividends.

We have not declared or paid any dividends since the fourth quarter of 2010 and currently do not plan to resume the payment of dividends.  Moreover, pursuant to restrictions under our debt instruments, we are prohibited from paying dividends.  Future dividends, if any, will depend on, among other things, our cash flows, cash requirements, financial condition, results of operations, required capital expenditures or reserves, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

Set forth below are selected historical consolidated and other data of General Maritime Corporation at the dates and for the fiscal years shown.

	Year Ended December 31,
	2011			2010			2009			2008			2007
INCOME STATEMENT DATA
(Dollars in thousands, except per share data)
Voyage revenues	$	345,381		$	387,161		$	350,520		$	326,068		$	255,015
Voyage expenses	162,034			151,448			58,876			54,404			38,069
Direct vessel expenses	109,542			105,855			95,573			63,556			48,213
Bareboat lease expense	9,009			—			—			—			—
General and administrative expenses	42,383			36,642			40,339			80,285			46,920
Goodwill impairment	1,818			28,036			40,872			—			—
Loss on disposal of vessel equipment	6,267			560			2,051			804			417
Loss on impairment of vessels	12,995			99,678			—			—			—
Depreciation and amortization	92,036			98,387			88,024			58,037			49,671
Operating (loss) income	(90,703		)	(133,445		)	24,785			68,982			71,725
Net interest expense	104,044			82,228			37,215			28,289			23,059
Other expense (income)	(48,195		)	989			(435		)	10,886			4,127
Reorganization items, net	6,147			—			—			—			—
Net (loss) income	$	(152,699	)	$	(216,662	)	$	(11,995	)	$	29,807		$	44,539
(Loss) earnings per common share:
Basic	$	(1.40	)	$	(3.02	)	$	(0.22	)	$	0.76		$	1.09
Diluted	$	(1.40	)	$	(3.02	)	$	(0.22	)	$	0.73		$	1.06
Dividends declared per common share	$	—		$	0.34		$	1.63		$	1.49		$	12.78
Weighted average basic shares outstanding, thousands:
Basic	109,148			71,823			54,651			39,463			40,740
Diluted	109,148			71,823			54,651			40,562			41,825
BALANCE SHEET DATA, at end of year
(Dollars in thousands)
Cash	$	10,184		$	16,858		$	52,651		$	104,146		$	44,526
Current assets, including cash	73,145			168,538			108,528			141,703			82,494
Total assets	1,671,288			1,781,785			1,445,257			1,577,225			835,035
Current liabilities, including current portion of long-term debt	932,346			1,442,593			56,194			88,392			35,502
Total long-term debt, including current portion excluding amounts classified as liabilities subject to compromise	890,268			1,376,043			1,018,609			990,500			565,000
Liabilities subject to compromise	483,027			—			—			—			—
Shareholders’ equity	249,806			332,046			364,909			455,799			228,657
OTHER FINANCIAL DATA
(Dollars in thousands)
Net cash (used) provided by operating activities	$	(70,736	)	$	(5,923	)	$	47,518		$	114,415		$	95,833
Net cash provided (used) by investing activities	20,602			(547,648		)	(24,632		)	(171,082		)	(84,516		)
Net cash provided (used) by financing activities	43,526			518,141			(74,085		)	115,476			(74,251		)
Capital expenditures
Vessel (purchases) sales, gross including deposits	(74,510		)	(554,191		)	—			(173,447		)	(80,061		)
Deferred drydock costs incurred	(12,879		)	(15,015		)	(18,921		)	(9,787		)	(11,815		)
Weighted average long-term debt, including current portion excluding amounts classified as liabilities subject to compromise	1,272,283			1,139,845			959,935			653,154			414,137
OTHER DATA
(Dollars in thousands)
EBITDA (1)	$	43,381		$	(36,047	)	$	113,244		$	116,133		$	117,269
FLEET DATA
Total number of vessels at end of period	33.0			37.0			31.0			31.0			20.0
Average number of vessels (2)	34.2			33.2			31.0			21.5			19.3
Total vessel operating days for fleet (3)	11,845			11,644			10,681			7,568			6,599
Total time charter days for fleet	6,054			5,936			7,878			5,665			4,641
Total spot market days for fleet	5,791			5,708			2,803			1,903			1,958
Total calendar days for fleet (4)	12,501			12,112			11,315			7,881			7,045
Fleet utilization (5)	94.8		%	96.1		%	94.4		%	96.0		%	93.7		%
AVERAGE DAILY RESULTS
Time charter equivalent (6)	$	15,479		$	20,243		$	27,305		$	32,876		$	32,876
Direct vessel operating expenses (7)	8,763			8,740			8,447			8,064			6,844
General and administrative expenses (8)	3,390			3,025			3,565			10,187			6,660
Total vessel operating expenses (9)	12,153			11,765			12,012			18,252			13,504

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	Year Ended December 31,
	2011			2010			2009			2008		2007
EBITDA Reconciliation
(Dollars in thousands)
Net (Loss) Income	$	(152,699	)	$	(216,662	)	$	(11,995	)	$	29,807	$	44,539
+ Net interest expense	104,044			82,228			37,215			28,289		23,059
+ Depreciation and amortization	92,036			98,387			88,024			58,037		49,671
EBITDA	$	43,381		$	(36,047	)	$	113,244		$	116,133	$	117,269

(1)EBITDA represents net income plus net interest expense and depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Management of the Company uses EBITDA as a performance measure in consolidating quarterly and annual internal financial statements and is presented for review at our board meetings. The Company believes that EBITDA is useful to investors as the shipping industry is capital intensive which often brings significant cost of financing. EBITDA is not an item recognized by accounting principles generally accepted in the United States of America (GAAP), and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by GAAP. The definition of EBITDA used here may not be comparable to that used by other companies.

(2)Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during the period divided by the number of calendar days in that period.

(3)Vessel operating days for fleet are the total days our vessels were in our possession for the relevant period net of off hire days associated with major repairs, drydockings or special or intermediate surveys.

(4)Calendar days are the total days the vessels were in our possession for the relevant period including off hire days associated with major repairs, drydockings or special or intermediate surveys.

(5)Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by calendar days for the relevant period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.

(6)Time Charter Equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing net voyage revenue by voyage days for the relevant time period. The period over which voyage revenues are recognized commences at the time the vessel arrives at the load port for a voyage and ends at the time that discharge of cargo is completed.  Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract.

(7)Daily direct vessel expenses, or DVOE, is calculated by dividing direct vessel expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs, by calendar days for the relevant time period.

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(8)Daily general and administrative expense is calculated by dividing general and administrative expenses by calendar days for the relevant time period.

(9)Total Vessel Operating Expenses, or TVOE, is a measurement of our total expenses associated with operating our vessels. Daily TVOE is the sum of daily direct vessel operating expenses, or DVOE, and daily general and administrative expenses.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On November 17, 2011, we filed the Chapter 11 Cases. The matters described herein, to the extent that they relate to future events or expectations, may be significantly affected by the Chapter 11 Cases. The Chapter 11 Cases involve various restrictions on our activities, limitations on financing, the need to obtain Bankruptcy Court approval for various matters and uncertainty as to relationships with others with whom we may conduct or seek to conduct business. As a result of the risks and uncertainties associated with the Chapter 11 Cases, the value of our securities and how our liabilities will ultimately be treated is highly speculative.  See “Part I—Item 1. Business—Reorganization Under Chapter 11” for a further description of the Chapter 11 Cases, the impact of the Chapter 11 Cases, the proceedings in Bankruptcy Court and our status as a going concern.  In addition, see “Part I—Item 1A. Risk Factors.”

General

The following is a discussion of our financial condition at December 31, 2011 and 2010 and our results of operations comparing the years ended December 31, 2011 and 2010 and the years ended December 31, 2010 and 2009. You should read this section together with the consolidated financial statements including the notes to those financial statements for the years mentioned above.

We are a leading provider of international seaborne crude oil transportation services. We also provide transportation services for refined petroleum, products.  As of December 31, 2011, our fleet consisted of 34 vessels (eight Aframax vessels, 12 Suezmax vessels, seven VLCCs, two Panamax vessels and four Handymax vessels) with a total cargo carrying capacity of 5.6 million deadweight tons.

On January 18, 2011, we entered into memoranda of agreement (the “MOAs”) to sell the Genmar Concord, the Stena Concept and the Stena Contest to affiliates of Northern Shipping Fund Management Bermuda, Ltd. (“Northern Shipping”) for net proceeds totaling $61.7 million. On January 31, 2011, we completed the sales of the Stena Contest and the Genmar Concord and on February 7, 2011, we completed the sale of the Stena Concept.

In connection with the sales of the Stena Contest, the Genmar Concord and the Genmar Concept, each vessel has been leased back to one of our subsidiaries under bareboat charters entered into with Northern Shipping for a period of seven years at a rate of $6,500 per day per vessel for the first two years of the charter period and $10,000 per day per vessel for the remainder of the charter period.  The obligations of the subsidiaries are guaranteed by us.  As part of these agreements, the subsidiaries will have options to repurchase the vessels for $24 million per vessel at the end of year two of the charter period, $21 million per vessel at the end of year three of the charter period, $19.5 million per vessel at the end of year four of the charter period, $18 million per vessel at the end of year five of the charter period, $16.5 million per vessel at the end of year six of the charter period, and $15 million per vessel at the end of year seven of the charter period.

On February 8, 2011, we sold the Genmar Princess for net proceeds of $7.5 million and subsequently paid $8.2 million as a permanent reduction of the 2011 Credit Facility.

On February 23, 2011, we sold the Genmar Gulf for net proceeds of $11.0 million and subsequently paid $11.6 million as a permanent reduction of the 2011 Credit Facility.

On March 18, 2011, we sold the Genmar Constantine for net proceeds of $7.2 million and subsequently paid $8.8 million as a permanent reduction of the 2011 Credit Facility.

On April 5, 2011, we sold the Genmar Progress, for which we received net proceeds of $7.8 million and repaid $7.9 million as a permanent reduction under our 2011 Credit Facility.

On April 12, 2011, we took delivery of the last Metrostar Vessel, a Suezmax newbuilding, for $76 million, which we paid $22.8 million in cash and $7.6 million from the initial deposit, and drew down $45.6 million on our 2010 Amended Credit Facility.

On October 25, 2011, we sold the Genmar Revenge for which we received net proceeds of $8.0 million and repaid $8.2 million as a permanent reduction under our 2011 Credit Facility.

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Spot and Time Charter Deployment

We actively manage the deployment of our fleet between spot market voyage charters, which generally last from several days to several weeks, and time charters, which can last up to several years. A spot market voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and fuel costs. A time charter is generally a contract to charter a vessel for a fixed period of time at a set daily rate. Under time charters, the charterer pays voyage expenses such as port, canal and fuel costs.

Vessels operating on time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot market during periods characterized by favorable market conditions. Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of improvements in tanker rates although we are exposed to the risk of declining tanker rates. We are constantly evaluating opportunities to increase the number of our vessels deployed on time charters, but only expect to enter into additional time charters if we can obtain contract terms that satisfy our criteria.

Vessels regularly move between countries in international waters, over hundreds of trade routes. It is therefore impractical to assign revenues or earnings from the transportation of international seaborne crude oil and petroleum products by geographical area.

Seven of our VLCCs currently operate in the Seawolf Tankers commercial pool managed by Heidmar.  Two of these vessels entered the pool via period charters.  Commercial pools are designed to provide for effective chartering and commercial management of similar vessels that are combined into a single fleet to improve customer service, increase vessel utilization and capture cost efficiencies.

Net Voyage Revenues as Performance Measure

For discussion and analysis purposes only, we evaluate performance using net voyage revenues.  Net voyage revenues are voyage revenues minus voyage expenses.  Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter.  We believe that presenting voyage revenues, net of voyage expenses, neutralizes the variability created by unique costs associated with particular voyages or the deployment of vessels on time charter or on the spot market and provides more meaningful information to us about the deployment of our vessels and their performance than voyage revenues, the most directly comparable financial measure under United States generally accepted accounting principles (or GAAP).  A reconciliation of voyage revenues to net voyage revenues is as follows (dollars in thousands):

	YEAR ENDED DECEMBER 31,
(Dollars in thousands)	2011			2010			2009
Voyage revenues	$	345,381		$	387,161		$	350,520
Voyage expenses	(162,034		)	(151,448		)	(58,876		)
Net voyage revenues	$	183,347		$	235,713		$	291,644

Our voyage revenues are recognized ratably over the duration of the spot market voyages and the lives of the charters, while voyage expenses are recognized when incurred.  We recognize the revenues of time charters that contain rate escalation schedules at the average rate during the life of the contract.  We calculate time charter equivalent, or TCE, rates by dividing net voyage revenue by voyage days for the relevant time period.  We also generate demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo.  We calculate daily direct vessel operating expenses and daily general and administrative expenses for the relevant period by dividing the total expenses by the aggregate number of calendar days that we owned each vessel for the period.

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