DryShips Inc.
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(Name of Issuer)
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Common Shares, par value $0.01 per share
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(Title of Class of Securities)
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Y2109Q705
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(CUSIP Number)
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William S. Haft
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019-6142
+1-212-506-3740
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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June 12, 2019
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(Date of Event which Requires Filing of this Statement)
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CUSIP No.
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Y2109Q705
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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SPII Holdings Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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72,421,515
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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72,421,515
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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72,421,515
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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83.35%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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Y2109Q705
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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George Economou
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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*72,421,515
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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*72,421,515
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*72,421,515
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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83.35%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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Y2109Q705
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(a), (f) | This Amendment No. 15 is being filed by SPII Holdings Inc., a Marshall Islands corporation ("SPII") and Mr. George Economou, a citizen of Greece ("Mr. Economou," and, together with SPII, the "Reporting Persons"). |
(b) |
The address of the principal place of business of SPII is c/o Mare Services Limited, 5/1 Merchants Street, Valletta VLT, 1171, Malta.
Mr. Economou's correspondence address is 109 Kifissias Avenue and Sina Street, 151 24, Marousi, Athens, Greece.
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(c) |
The principal business of SPII is acting as an investment holding company. Mr. Economou is the Chairman and Chief Executive Officer of the Issuer. |
Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Mare Services Limited
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Sole Director/Secretary
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Mare Services Limited is a Maltese corporation, and its principal business address is 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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Dr. Adriano Cefai
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President/Treasurer
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Mr. Cefai is a citizen of Malta. Mr. Cefai's principal occupation is attorney at law, and his principal business address is 5/1
Merchants Street, Valletta VLT, 1171, Malta.
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(d), (e) |
None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
Voting
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Dispositive
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Names
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Percentage of Common Shares Beneficially Owned
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Sole
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Shared
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Sole
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Shared
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SPII
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83.35
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%
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0
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72,421,515
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0
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72,421,515
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Mr. Economou
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83.35
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%
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0
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72,421,515
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(1)
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0
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72,421,515
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(1)
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends
from, or proceeds from the sale of, the Common Shares reported in this Amendment No. 15.
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(e)
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Not applicable.
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June 13, 2019
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(Date)
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SPII HOLDINGS INC.
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BY: MARE SERVICES LIMITED
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By:
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/s/ Dr. Renato Cefai
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Name: Dr. Renato Cefai
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Title: Director of Mare Services Limited
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GEORGE ECONOMOU*
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/s/ George Economou
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(Signature)
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SPII HOLDINGS INC.
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BY: MARE SERVICES LIMITED
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By:
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/s/ Dr. Renato Cefai
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Name: Dr. Renato Cefai
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Title: Director of Mare Services Limited
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GEORGE ECONOMOU
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/s/ George Economou
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(Signature)
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● |
The proposed transaction represents a premium of approximately 27% to the Company’s closing price on June 12, 2019 and a premium of
approximately 20% to the volume-weighted average price (VWAP)
during the last 10 trading days.
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● |
The proposed transaction allows the Company’s shareholders to immediately realize an attractive value in cash for their investment,
which also provides Company shareholders with certainty of value for their Common Shares (especially when viewed against the operational risks inherent in the Company’s businesses and the market risks inherent in remaining a public
company).
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● |
We believe that private ownership is in the best interests of the Company, as it would result with the flexibility to focus on a
long-term perspective without being
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constrained by the public company emphasis on achieving short-term results. Accordingly, we are confident that this proposal not
only offers compelling value to the Company’s shareholders but is also in the best interests of the Company and its other constituencies.
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Sincerely, | ||
/s/ Dr. Renato Cefai |
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Dr. Renato Cefai | ||
Director of Mare Services Limited | ||
Sole Director of SPII Holdings Inc. |