6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2018

Commission File Number: 1-32591

SEASPAN CORPORATION

(Exact name of Registrant as specified in its charter)

Unit 2, 2nd Floor, Bupa Centre,

141 Connaught Road West,

Hong Kong

China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒    Form 40- F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).  ☐

Information Contained in this Form 6-K Report

1. As previously announced, on March 13, 2018, Seaspan Corporation (the “Company”) acquired the remaining 89.2% that it did not own of Greater China Intermodal Investments LLC (“GCI”), from affiliates of The Carlyle Group and the minority owners of GCI. The Company is furnishing this Report of Foreign Private Issuer on Form 6-K to provide the unaudited pro forma condensed and consolidated financial statements of the Company for the six months ended June 30, 2018 reflecting the acquisition of GCI, which are set forth as Exhibit 99.1 hereto.

Exhibit Index

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of Seaspan Corporation for the six months ended June 30, 2018 and the year ended December 31, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEASPAN CORPORATION
Date: September 12, 2018	By:	/s/ Ryan Courson
		Name: Ryan Courson
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 13, 2018, Seaspan Corporation, or Seaspan, acquired the remaining 89.2% equity interest that it did not already own of Greater China Intermodal Investments LLC, or GCI, from affiliates of The Carlyle Group and the minority owners of GCI for total purchase consideration equal to $498.1 million, including settlement of intercompany balances, carrying value of previously held equity interest and transaction fees. The purchase price consisted of cash, Seaspan’s Series D preferred shares and Seaspan’s Class A common shares.

The following unaudited pro forma condensed consolidated statements of operations and accompanying notes (“Pro Forma Financial Statements”) are based on Seaspan and GCI’s historical consolidated financial statements as adjusted to give effect to Seaspan’s acquisition of GCI. The Pro Forma Financial Statements for the six months ended June 30, 2018 and the year ended December 31, 2017 are presented as if the acquisition had occurred on January 1, 2017. The Pro Forma Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America, and should be read together with Seaspan’s audited consolidated financial statements contained in Seaspan’s Annual Report on Form 20-F for the year ended December 31, 2017, GCI’s audited consolidated financial statements for the year ended December 31, 2017 included as Exhibit 99.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission (“SEC”) on May 11, 2018, and Seaspan’s unaudited interim consolidated financial statements for the six months ended June 30, 2018 contained in Seaspan’s Report on Form 6-K furnished to the SEC on August 6, 2018.

The acquisition of GCI by Seaspan was accounted for as an asset acquisition and the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded on a relative fair value basis. The purchase price adjustments reflected in the following Pro Forma Financial Statements and set forth in Note 3 have been made solely for the purpose of preparing these Pro Forma Financial Statements. In preparing these Pro Forma Financial Statements, no adjustments have been made to reflect the operating synergies that may result from consolidating the operations of Seaspan and GCI.

The Pro Forma Financial Statements are not necessarily indicative of the results that would have actually been achieved if the acquisition of GCI had been completed on the date indicated. They also may not be useful in predicting the future financial condition and results of operations of the consolidated company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

SEASPAN CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the six months ended June 30, 2018

(In thousands of United States dollars, except per share amount and number of shares)

	Six months ended June 30, 2018 Seaspan			January 1, 2018 to March 13, 2018 GCI			Pro Forma Adjustments (Note 3)				Six months ended June 30, 2018 Pro Forma Consolidated
Revenue	$	506,438		$	39,534		$	(1,432	)	(a)(b)(c)	$	544,540
Operating expenses:
Ship operating		108,315			8,312			(864	)	(a)		115,763
Depreciation and amortization		116,032			10,230			(1,212	)	(d)(e)		125,050
General and administrative		16,346			13,993			(12,992	)	(f)		17,347
Operating leases		63,523			—			—				63,523
		304,216			32,535			(15,068	)			321,683
Operating earnings		202,222			6,999			13,636				222,857
Other expenses (income)
Interest expense and amortization of deferred financing fees		96,247			10,860			3,351		(g)(h)(i)		110,458
Interest income		(1,765	)		—			427		(a)		(1,338	)
Undrawn credit facility fees		295			—			—				295
Change in fair value of financial instruments		(25,249	)		(1,501	)		—				(26,750	)
Acquisition-related gain on contract settlement		(2,430	)		—			2,430		(j)		—
Equity income on investment		(1,216	)		—			1,216		(k)		—
Other expenses		611			(5	)		—				606
		66,493			9,354			7,424				83,271
Net earnings	$	135,729		$	(2,355	)	$	6,212			$	139,586
Earnings per share
Basic	$	0.73									$	0.75
Diluted	$	0.71									$	0.72
Weighted average shares (in 000s)
Basic		135,664						986		(m)		136,650
Diluted		140,127						1,812		(m)		141,939

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SEASPAN CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended December 31, 2017

(In thousands of United States dollars, except per share amount and number of shares)

	Seaspan			GCI			Pro Forma Adjustments (Note 3)				Pro Forma Consolidated
Revenue	$	831,324		$	188,355		$	(8,619	)	(a)(b)(c)	$	1,011,060
Operating expenses:
Ship operating		183,916			35,699			(4,447	)	(a)		215,168
Cost of services, supervision fees		1,300			—			(1,300	)	(a)		—
Depreciation and amortization		199,938			48,952			(6,169	)	(d)(e)		242,721
General and administrative		40,091			3,196			—				43,287
Operating leases		115,544			—			—				115,544
Gain on disposals		(13,604	)		—			—				(13,604	)
Expenses related to customer bankruptcy		1,013			351			—				1,364
		528,198			88,198			(11,916	)			604,480
Operating earnings		303,126			100,157			3,297				406,580
Other expenses (income)
Interest expense and amortization of deferred financing fees		116,389			48,073			23,958		(g)(h)(i)		188,420
Interest income		(4,558	)		—			2,677		(a)		(1,881	)
Undrawn credit facility fees		2,173			—			—				2,173
Refinancing expenses		—			587			—				587
Change in fair value of financial instruments		12,631			(169	)		—				12,462
Equity income on investment		(5,835	)		—			5,835		(k)		—
Other expenses		7,089			—			—				7,089
		127,889			48,491			32,470				208,850
Net earnings before income taxes		175,237			51,666			(29,173	)			197,730
Income tax expense		—			417			(367	)	(l)		50
Net earnings	$	175,237		$	51,249		$	(28,806	)		$	197,680
Earnings per share
Basic	$	0.94									$	1.06
Diluted	$	0.94									$	1.04
Weighted average shares (in 000s)
Basic		117,524						2,515		(m)		120,039
Diluted		117,605						5,142		(m)		122,747

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SEASPAN CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands of United States dollars, unless otherwise indicated)

1. Basis of Presentation

On March 13, 2018, Seaspan Corporation, or Seaspan, acquired the remaining 89.2% equity interest that it did not already own of Greater China Intermodal Investments LLC, or GCI, from affiliates of The Carlyle Group and the minority owners of GCI for total purchase consideration equal to $498.1 million, including settlement of intercompany balances, carrying value of previously held equity interest and transaction fees. The purchase price consisted of cash, Seaspan’s Series D preferred shares and Seaspan’s Class A common shares.

The following unaudited pro forma condensed consolidated statements of operations and accompanying notes (“Pro Forma Financial Statements”) are based on Seaspan and GCI’s historical consolidated financial statements as adjusted to give effect to Seaspan’s acquisition of GCI. The Pro Forma Financial Statements for the six months ended June 30, 2018 and the year ended December 31, 2017 are presented as if the acquisition had occurred on January 1, 2017. The Pro Forma Financial Statements for the six months ended June 30, 2018 are based on Seaspan’s historical statement of operations for the six months ended June 30, 2018 (which includes GCI’s results from March 14, 2018 until June 30, 2018) and GCI’s statement of operations for the period from January 1, 2018 until March 13, 2018.

The Pro Forma Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the accounting policies of GCI have been conformed to those of Seaspan, and should be read together with Seaspan’s audited consolidated financial statements contained in Seaspan’s Annual Report on Form 20-F for the year ended December 31, 2017 and GCI’s audited consolidated financial statements for the year ended December 31, 2017 included as Exhibit 99.2 to our Report on Form 6-K furnished to the SEC on May 11, 2018

2. Acquisition of GCI

The acquisition of the remaining 89.2% interest in GCI has been accounted for as an acquisition of assets as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable group of similar identifiable assets. Accordingly, the consideration has been allocated on a relative fair value basis to the assets acquired and liabilities assumed.

The following table summarizes the total consideration transferred and the purchase price allocation:

Cash	$	331,904
1,986,449 of Seaspan’s Series D preferred shares		47,158
2,514,996 of the Seaspan’s Class A common shares		13,908
Settlement of intercompany balances		41,279
Carrying value of previously held equity interest		61,891
Transaction fees		1,910
Total fair value of consideration transferred	$	498,050
Cash and cash equivalents	$	70,121
Current assets		5,316
Vessels		1,369,628
Vessels under construction		28,924
Other assets		107,407
Total assets acquired		1,581,396
Debt assumed		1,038,081
Current liabilities		31,115
Other long-term liabilities		14,150
Total liabilities assumed		1,083,346
Net assets acquired	$	498,050

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SEASPAN CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands of United States dollars, unless otherwise indicated)

3. Pro Forma Assumptions and Adjustments

The pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of operations gives effect to events that are directly attributable to the acquisition of GCI, are expected to have a continuing impact and are factually supportable:

(a) Reflects adjustments to eliminate intercompany accounts between Seaspan and GCI as follows:

	January 1, 2018 – March 13, 2018		Year ended December 31, 2017
Ship management revenue	$	864	$	4,447
Construction fee revenue		—		1,300
Interest income		427		2,677

(b) Reflects the amortization of intangible assets and liabilities related to the acquired time charters of $0.9 million (year ended December 31, 2017—$4.6 million) which is recorded as a reduction of revenue. The fair value of intangible assets and liabilities related to time charters is amortized on a straight-line basis over the remaining term of the time charters ranging from one to nine years. Amortization commences upon commencement of the related time charter.

(c) Reflects the elimination of amortization of other assets of $0.4 million (year ended December 31, 2017—$1.7 million) which is recorded as an increase in revenue as GCI’s other assets were assigned a fair value of nil. In GCI’s historical financial statements the amortization of other assets was recorded as a decrease in revenue.

(d) Reflects the reduction in depreciation expense of the acquired vessels of $1.4 million (year ended December 31, 2017—$6.8 million). The adjustment of vessel carrying value to fair market value of $217.8 million is depreciated on a straight-line basis over the remaining useful life of each vessel ranging between 26 to 30 years. Depreciation commences upon delivery of the related vessel.

(e) Reflects an increase in depreciation expense of $0.2 million (year ended December 31, 2017—$0.7 million) to adjust salvage values used in the calculation of depreciation to conform with Seaspan’s policy.

(f) Represents the payment of transaction costs of GCI of $13.0 million (year ended December 31, 2017 – nil), all of which were paid in cash on closing and that are non-recurring transaction costs directly related to the acquisition of GCI.

(g) Reflects an increase in interest expense of $0.1 million (year ended December 31, 2017—$0.6 million) related to the amortization of the fair value adjustment of $2.8 million to long-term debt.

(h) Reflects an increase in interest expense and amortization of deferred financing fees of $4.0 million (year ended December 31, 2017 – $27.2 million) to reflect the interest expense and amortization of deferred financing fees associated with the following debt and warrants to finance the GCI acquisition:

(i) The issuance to certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”), in a private placement, of $250.0 million aggregate principal amount of 5.50% senior notes due 2025 (“Fairfax Notes”) and warrants (“Fairfax Warrants”) to purchase 38,461,539 of Seaspan’s Class A common shares for an aggregate issue price of $250.0 million.

(ii) The secured term loan facility for $100.0 million which bears interest at LIBOR plus a margin.

(i) Reflects the elimination of amortization of deferred financing fees of $0.7 million (year ended December 31, 2017—$3.8 million) as GCI’s deferred financing fees were assigned a fair value of nil.

(j) Reflects the acquisition-related gain on an intercompany contract settlement that is a non-recurring transaction that is directly related to the acquisition of GCI.

(k) Reflects the elimination of Seaspan’s equity income on investment in GCI.

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SEASPAN CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands of United States dollars, unless otherwise indicated)

(l) Reflects the elimination of certain of GCI’s tax expense to conform with Seaspan’s tax status.

(m) Earnings per share:

	Six months ended June 30, 2018							Year ended December 31, 2017
	Earnings (numerator)			Shares (denominator)		Per share amount		Earnings (numerator)			Shares (denominator)		Per share amount
Net earnings	$	139,586						$	197,680
Less:
Preferred share dividends		(36,568	)						(64,476	)
Additional preferred share dividends related to Series D preferred shares considered outstanding from January 1, 2017		—							(3,948	)
Additional accretion of puttable preferred shares		(464	)						(1,884	)
Basic EPS:
Earnings attributable to common shareholders	$	102,554			136,650,310	$	0.75	$	127,372			120,038,996	$	1.06
Effect of dilutive securities:
Share-based compensation		—			301,000				—			81,400
Fairfax Warrants considered outstanding from January 1, 2017		—			4,987,553				—			2,626,399
Diluted EPS:
Earnings attributable to common shareholders	$	102,554			141,938,863	$	0.72	$	127,372			122,746,795	$	1.04

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