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 October 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
Attached as Exhibit 99.1 is a copy of an announcement of Seaspan Corporation dated October 3, 2018.
Exhibit Index
Exhibit No. |
Description | |
99.1 | Press Release dated October 3, 2018 and titled Seaspan Announces Term Sheet for Investment in the Restructuring of Swiber Holdings Limited. |
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: October 3, 2018 | By: | /s/ Ryan Courson | ||||
Name: Ryan Courson Title: Chief Financial Officer |
Exhibit 99.1
Seaspan Corporation | ||
Unit 2, 2nd Floor, Bupa Centre 141 Connaught Road West | ||
Hong Kong, China | ||
c/o 2600 200 Granville Street | ||
Vancouver, BC | ||
Canada V6C 1S4 | ||
Tel: 604-638-2575 | ||
Fax: 604-648-9782 www.seaspancorp.com |
Seaspan Announces Term Sheet for Investment in the Restructuring of Swiber Holdings
Limited
HONG KONG, CHINA, October 3, 2018 Seaspan Corporation (Seaspan) (NYSE:SSW) today announced that it has entered into a binding term sheet for a potential investment of up to US$200 million in the restructured Swiber Holdings Limited (Swiber, and together with its subsidiaries, the Swiber Group), a publicly traded Singaporean offshore engineering, procurement and construction business that owns five maritime vessels. The investment is expected to be funded in two tranches, i) US$20 million upon closing in exchange for an 80% economic interest in the restructured Swiber Group, and ii) an incremental US$180 million to be invested in a US$1 billion LNG-to-power project in Vietnam (the Project) under development, in exchange for economic interests in the Project.
Bing Chen, Seaspans President and Chief Executive Officer, said, We are excited to partner with Swiber. Together, with Swibers operational and engineering capabilities, Seaspans leading maritime asset management platform, and our Chairman David Sokols energy related experience, we will unlock substantial value.
Seaspan intends to fund the investment with cash on hand. The closing of the first tranche of the investment is subject to confirmatory due diligence, entering into definitive agreements, the emergence of Swiber from its judicial management process in Singapore, the approval of Swibers shareholders and creditors, Singapore regulatory approvals and other conditions customary for transactions of this nature. Closing of the first tranche is expected to occur in the first part of 2019. The closing of the second tranche of the investment is subject to numerous conditions.
Bing continued, Concurrently, we will continue to invest in and improve operations of our existing containership leasing business to provide best-in-class service to our customers. I would like to congratulate our Special Projects team, led by Matthew Tinari, on structuring and executing this opportunistic potential investment.
White & Case LLP is acting as counsel to Seaspan in connection with the proposed investment.
About Seaspan
Seaspan is a leading independent charter owner and operator of containerships with industry leading ship management services. We charter our vessels primarily pursuant to long-term, fixed-rate, time charters to the worlds largest container shipping liners. Seaspans operating fleet consists of 112 containerships with a total capacity of more than 900,000 TEU, an average age of approximately 6 years and an average remaining lease period of approximately 5 years, on a TEU-weighted basis.
Seaspan has the following securities listed on The New York Stock Exchange:
Symbol: |
Description: | |
SSW |
Class A common shares | |
SSW PR D |
Series D preferred shares | |
SSW PR E |
Series E preferred shares | |
SSW PR G |
Series G preferred shares | |
SSW PR H |
Series H preferred shares | |
SSW PR I |
Series I preferred shares | |
SSWN |
6.375% senior unsecured notes due 2019 | |
SSWA |
7.125% senior unsecured notes due 2027 | |
SSW25 |
5.500% senior notes due 2025 |
Cautionary Note Regarding Forward-Looking Statements
For the avoidance of doubt, nothing in the term sheet (or this announcement) constitutes a firm intention to make an offer by Seaspan for the shares of any of the Swiber Group under Rule 3.5 of the Singapore Code on Take-Overs and Mergers. There is no certainty or assurance that definitive agreements will be entered into, that the conditions precedent for the proposed transaction can be fulfilled, that the terms and conditions of the proposed transaction will not differ from those set out in the term sheet, or that the proposed transaction will necessarily be undertaken.
This release contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and our operations, performance and financial condition, including, in particular, statements about our investment in the Swiber Group and the likelihood of our success in developing and expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, projects, forecasts, will, may, potential, should, and similar expressions are forward looking statements. These forward-looking statements reflect managements current views only as of the date of this release and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this release. Although these statements are based upon assumptions we believe to be reasonable based upon available information, they are subject to risks and uncertainties. These risks and uncertainties include, among others, those factors detailed from time to time in our periodic reports and filings with the Securities and Exchange Commission, including
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Seaspans Annual Report on Form 20-F for the year ended December 31, 2017 and report on Form 6-K for the quarter ended June 30, 2018. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of any of our securities.
For Investor Relations Inquiries:
Mr. Matt Borys
Investor Relations
Seaspan Corporation
Tel. 604-347-9184
Email: mborys@seaspanltd.ca
-end-
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