Republic of the Marshall Islands
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98-0439758
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☐
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Title of securities to be registered
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Amount to be
registered
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of registration
fee
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Common Stock (par value $.01 per share)
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2,000,000
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$15.23(1)
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$30,460,000
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$3,323.19
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(1) |
Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is based on is based on the average of the high and low prices reported by the New
York Stock Exchange on May 14, 2021 which is within five (5) business days prior to the date of this Registration Statement.
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Item 3.
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Incorporation of documents by Reference.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Item 9.
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Undertakings.
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(a) |
The undersigned Registrant hereby undertakes:
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(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and,
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(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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(i) |
any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii) |
any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;
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(iii) |
the portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and
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(iv) |
any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.
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GENCO SHIPPING & TRADING LIMITED
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By:
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/s/ John C. Wobensmith
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Name:
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John C. Wobensmith
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Title:
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Chief Executive Officer and President
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Signature
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Title
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/s/ John C. Wobensmith
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John C. Wobensmith
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Chief Executive Officer and President (Principal Executive Officer)
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/s/ Apostolos Zafolias
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Apostolos Zafolias
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Chief Financial Officer (Principal Financial Officer)
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/s/ Joseph Adamo
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Joseph Adamo
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Chief Accounting Officer (Principal Accounting Officer)
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/s/ James G. Dolphin
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James G. Dolphin
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Chairman of the Board and Director
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/s/ Kathleen C. Haines
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Kathleen C. Haines
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Director
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/s/ Kevin Mahony
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Kevin Mahony
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Director
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/s/ Basil G. Mavroleon
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Basil G. Mavroleon
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Director
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/s/ Karin Y. Orsel
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Karin Y. Orsel
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Director
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/s/ Arthur L. Regan
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Arthur L. Regan
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Director
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/s/ Bao D. Truong
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Bao D. Truong
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Director
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Exhibit
Number
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Description
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Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited (1).
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Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(2)
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Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated April 15, 2016.(3)
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Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(4)
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Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated January 4, 2017.(5)
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Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 15, 2020.(6)
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Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated May 13, 2021.(7)
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Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping & Trading Limited, dated as of November 14, 2016.(8)
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Amended and Restated Bylaws of Genco Shipping & Trading Limited (1).
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Amendment to Amended and Restated By-Laws, dated June 4, 2018.(9)
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Amendment to Amended and Restated By-Laws, dated July 15, 2020(10)
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Amendment to Amended and Restated By-Laws, dated January 11, 2021(11)
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Specimen Stock Certificate of Genco Shipping & Trading Limited (1).
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Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(1)
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Description of Genco Shipping & Trading Limited’s Common Stock.(12)
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Opinion of Reeder & Simpson P.C.*
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Consent of Reeder & Simpson P.C. (included as part of Exhibit 5.1).
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Genco Shipping & Trading Limited*
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*
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Filed herewith.
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(1)
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Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014.
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(2) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015.
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(3) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2016.
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(4) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2016.
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(5) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2017.
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(6) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2020.
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(7) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2021.
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(8) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2016.
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(9) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2018.
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(10) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2020.
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(11) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 11, 2021.
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(12) |
Incorporated by reference to Genco Shipping & Trading Limited’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020.
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P.O. Box 601
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RMI Tel.: +692-625-3602
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RRE Commercial Center
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Honolulu Tel.: +808-352-0749
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Majuro, MH 96960 - Marshall Islands
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Email: dreeder.rmi@gmail.com
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/s/ Deloitte & Touche LLP
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New York, New York
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May 21, 2021
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