0000895345-19-000237.txt : 20190603 0000895345-19-000237.hdr.sgml : 20190603 20190603162911 ACCESSION NUMBER: 0000895345-19-000237 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190603 DATE AS OF CHANGE: 20190603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EUROSEAS LTD. CENTRAL INDEX KEY: 0001341170 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82592 FILM NUMBER: 19873625 BUSINESS ADDRESS: STREET 1: 4 MESSOGIOU & EVROPIS STREET CITY: 151 25 MAROUSSI STATE: J3 ZIP: 00000 BUSINESS PHONE: 011 30 210 6105110 MAIL ADDRESS: STREET 1: 4 MESSOGIOU & EVROPIS STREET CITY: 151 25 MAROUSSI STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlackRock Inc. CENTRAL INDEX KEY: 0001364742 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320174431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: BlackRock, Inc. DATE OF NAME CHANGE: 20060929 FORMER COMPANY: FORMER CONFORMED NAME: New BlackRock, Inc. DATE OF NAME CHANGE: 20060601 SC 13D/A 1 ja13da1euroseasltd_blackrock.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*


  
Euroseas, Ltd.
(Name of Issuer)
 
Common Stock, par value $0.03 per share
(Title of Class of Securities)
 
Y23592309
(CUSIP Number)
 
David Maryles
Managing Director, Legal & Compliance
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
(212) 810-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
May 31, 2019
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. Y23592309
Page 2 
 
1
NAMES OF REPORTING PERSON
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 BlackRock, Inc. (TIN: 23-0174431)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 OO – Funds of investment advisory clients
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 4,400,216 (1)
 
 
 
 
8
SHARED VOTING POWER
 
 
 None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 4,400,216 (1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 4,400,216 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 27.5% (1) (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 HC
 
 
 
 
 
(1)
Reflects 900,000 shares of Euroseas, Ltd.’s (the “Issuer’s”) common stock, par value $0.03 per share (“Common Stock”), together with Series B Convertible Perpetual Preferred Shares (the “Series B Preferred Shares”) that are convertible, at a conversion price of $4.58 per share, into 3,500,216 shares of Common Stock.  The Schedule 13D initially filed by BlackRock, Inc. (“BlackRock”) with the U.S. Securities and Exchange Commission (“SEC”) on August 3, 2018 (the “Initial BlackRock Statement”) inadvertently used a Series B Preferred Share conversion price of $12.25 per share, which was the conversion price outlined in the Issuer’s Amended and Restated Statement of Designation of the Rights, Preferences and Privileges of Series B Convertible Perpetual Preferred Shares (the “Initial Conversion Price”), as filed with the SEC as Exhibit 99.1 on Form 6-K/A on March 4, 2016.  However, at the time of the Initial BlackRock Statement, as a result of adjustments to such Initial Conversion Price, the actual Series B Preferred Share conversion price was $4.58.  Had the correct conversion price of $4.58 per share been used, the Reporting Person would have reported on the Initial BlackRock Statement beneficial ownership of an aggregate of 4,300,587 shares of Common Stock (consisting of 900,000 shares of the Issuer’s Common Stock, together with Series B Preferred Shares that were then convertible, at a conversion price of $4.58 per share, into 3,400,587 shares of Common Stock), and beneficial ownership of 29.3% of the Issuer’s Common Stock, as computed in accordance with Rule 13d-3(d)(1).
 
(2)
Based on (a) 12,515,645 shares of Common Stock outstanding as of December 31, 2018, as reported in the Form 20-F filed by the Issuer with the SEC on April 25, 2019, and (b) Series B Preferred Shares that are convertible into 3,500,216 shares of Common Stock, as computed in accordance with Rule 13d-3(d)(1).


ITEM 1.  SECURITY AND ISSUER

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends the Schedule 13D filed by BlackRock, Inc. (“BlackRock”) with the U.S. Securities and Exchange Commission (“SEC”) on August 3, 2018 (the “Initial BlackRock Statement”) regarding the common stock, par value $0.03 per share (“Common Stock”), of Euroseas, Ltd. (the “Issuer”), a corporation organized under the laws of the Republic of the Marshall Islands.  Euroseas, Ltd.’s principal executive offices are located at 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
 
As stated in the Initial BlackRock Statement, that filing adopted as BlackRock’s initial statement of beneficial ownership on Schedule 13D, in respect of the Issuer’s shares of Common Stock, the Schedule 13D in respect of the Issuer’s shares of Common Stock filed on behalf of Tennenbaum Capital Partners, LLC (“TCP”) with the SEC on January 31, 2014 (the “Original TCP Schedule 13D”), as separately amended by TCP on March 20, 2014 (the “TCP Amendment No. 1”), January 14, 2016 (the “TCP Amendment No. 2”), March 8, 2016 (the “TCP Amendment No. 3”), December 19, 2016 (the “TCP Amendment No. 4”), June 12, 2017 (the “TCP Amendment No. 5”), June 11, 2018 (the “TCP Amendment No. 6”) and August 3, 2018 (the “TCP Amendment No. 7and, together with the Original TCP Schedule 13D and TCP Amendment. Nos. 1 through No. 6 thereto, the “TCP Schedule 13D”).

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Initial BlackRock Statement, or the TCP Schedule 13D.  Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Initial BlackRock Statement or TCP Schedule 13D.

ITEM 4.  PURPOSE OF TRANSACTION

Item 4 of the Initial BlackRock Statement is supplemented with the following:

On May 31, 2019, TCP, on behalf of Tennenbaum Opportunities Fund VI, LLC (“Fund VI”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the Issuer, dated as of May 31, 2019, pursuant to which TCP agreed to sell, transfer, assign and deliver to the Issuer, and the Issuer agreed to purchase from TCP, 11,686 Series B Preferred Shares held by Fund VI, at a purchase price of $1,000 per share, without a brokerage fee or other commission, for an aggregate purchase price of $11,686,000.  The closing of the transaction set forth in the Stock Purchase Agreement is scheduled to occur on June 7, 2019.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(c) Except for the transactions described in Item 4 above, there have been no transactions in the shares of the Issuer’s Common Stock or the Series B Preferred Shares beneficially owned by the Reporting Person during the past 60 days.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 1 is incorporated by reference in its entirety into this Item 6.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS
 
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 3, 2019
 
BlackRock, Inc.
 
     
     
 
By:
/s/ David Maryles  
 
Name:
David Maryles  
 
Title:
Managing Director, Legal & Compliance  

EX-99.1 2 ja13da1ex99_1.htm



Exhibit 99.1


 
STOCK PURCHASE AGREEMENT
 
This Stock Purchase Agreement (the “Agreement”), dated as of May 31, 2019, is by and between Tennenbaum Capital Partners LLC, on behalf of Tennenbaum Opportunities Fund VI, LLC (the “Seller”) and Euroseas Ltd. (the “Company” and together with the Seller, each individually a “Party” and collectively the “Parties”).
 
WITNESSETH:
 
WHEREAS, the Seller wishes to sell to the Company and the Company wishes to purchase from the Seller 11,686 of the Company’s Series B Convertible Perpetual Preferred Shares (“Shares”), subject to the terms and conditions set forth herein;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:
 
SECTION 1.          Sale and Purchase of Shares.
 
1.1          Sale of Shares.  Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, transfer, assign and deliver to the Company, and the Company hereby agrees to purchase from the Seller, all of the Seller’s right, title and interest in and to the Shares.
 
1.2          Purchase Price.  The Company shall pay a purchase price of $1,000 per Share (the “Per Share Price”) for an aggregate purchase price of $11,686,000 for all of the Shares (the “Purchase Price”).
 
1.3          Closing; Delivery of Shares; Payment of Purchase Price.  The closing for the purchase and sale of the Shares (the “Closing”) shall be held at the offices of Seward & Kissel LLP on June 7, 2019 (the “Closing Date”).  At the Closing: (a) the Seller shall deliver to the Company the certificate(s) representing the Shares, together with all necessary executed stock transfer or assignment forms required to transfer the Shares to the Company, and (b) simultaneously therewith, the Company shall pay the Purchase Price to the Seller by wire transfer of immediately available funds.
 
SECTION 2.          Representations and Warranties of the Seller.  The Seller represents and warrant to the Company, as of the date hereof and as of the Closing, as follows:
 
2.1          Organization and Power.  The Seller has the full right, power and authority to enter into this Agreement and to sell, transfer, assign and deliver the Shares to the Company.
 
2.2          Authorization and Enforceability.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.
 
2.3          No Conflicts.  The execution, delivery and performance of this Agreement, the sale, transfer, assignment and delivery of the Shares, and compliance with the provisions hereof by the Seller, do not and will not, with or without the passage of time or the giving of notice or both, (a) violate any provision of law, statute, ordinance, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body, or (b) result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Seller, or any note, indenture, mortgage or lease, or any other material contract or other instrument, document or agreement, to which the Seller is a party or by which it or any of its property is bound or affected.
 
2.4          Consents.  All consents, approvals or authorizations of, or registrations, filings or declarations with, any governmental authority, the Company or any other person required in connection with the execution, delivery and performance by the Seller of this Agreement or the transactions contemplated hereby have been obtained by the Seller and will be in full force and effect.
 
2.5          Good Title; No Liens.  The Seller is the sole owner of, and has good, valid and marketable title to, the Shares, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, shareholder agreements, liens, pledges, charges, security interests, encumbrances, options and adverse claims or rights whatsoever (collectively, “Liens”).  Upon consummation of the purchase contemplated hereby, the Company will acquire from the Seller good, valid and marketable title to the Shares, free and clear of all Liens.
 
2.6          No Broker Fees.  No broker or finder has acted for the Seller in connection with this Agreement or the transactions contemplated hereby and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Seller.
 
SECTION 3.          Representations and Warranties of the Company.  The Company represents and warrants to the Seller, as of the date hereof and as of the Closing, as follows:
 
3.1          Organization and Power.  The Company has the full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereunder.
 
3.2          Authorization and Enforceability.  This Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.
 
3.3          No Conflicts.  The execution, delivery and performance of this Agreement, the purchase of the Shares, and compliance with the provisions hereof by the Company, do not and will not, with or without the passage of time or the giving of notice or both, (a) violate any provision of law, statute, ordinance, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body, or (b) result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company, or any note, indenture, mortgage or lease, or any other material contract or other instrument, document or agreement, to which the Company is a party or by which it or any of its property is bound or affected.
 
3.4          Consents.  All consents, approvals or authorizations of, or registrations, filings or declarations with, any governmental authority, the Company or any other person required in connection with the execution, delivery and performance by the Company of this Agreement or the transactions contemplated hereby have been obtained by the Company and will be in full force and effect.
 
3.5          No Broker Fees.  No broker or finder has acted for the Company in connection with this Agreement or the transactions contemplated hereby and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Company.
 
SECTION 4.          Miscellaneous.
 
4.1          Amendment of Statement of Designation.  The Seller agrees to the amendment of the Statement of Designation of the Company’s Series B Convertible Perpetual Preferred Shares
 
4.2          Survival of Representations, Warranties and Covenants.  The representations, warranties and covenants of each Party contained herein shall survive the Closing.
 
4.3          Indemnification.  Each Party shall indemnify, defend and hold harmless the other Party, its members, partners, managers, directors, officers, employees, attorneys, accountants, agents, successors and assigns from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, legal fees and expenses) based upon or arising out of (a) any inaccuracy or breach of any representation and warranty of such Party herein, and (b) any breach of any covenant and agreement of such Party herein.
 
4.4          Notices.  All notices and other communications by the Company or Seller hereunder shall be in writing to the other Party and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile or electronic transmission and verification received, or when posted by the United States postal service, registered or certified mail, return receipt requested with postage prepaid, at the address set forth on the signature page hereto or to such other addresses as a Party may from time to time designate to the other Party by written notice thereof, effective only upon actual receipt.
 
4.5          Assignment.  This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and assigns.
 
4.6          Entire Agreement.  This Agreement constitutes the entire agreement by the Parties hereto and supersedes any other agreement, whether written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.
 
4.7          Severability.  If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the Parties that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof and all such remaining terms shall remain in full force and effect.  To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision of this Agreement.
 
4.8          Amendments and Waivers.  This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by both of the Parties hereto or, in the case of a waiver, by the Party waiving compliance.
 
4.9          Headings.  The headings of particular sections are inserted only for convenience and shall not be construed as a part of this Agreement or a limitation on the scope of any of the terms or provisions of this Agreement.
 
4.10        Gender and Number.  Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.
 
4.11        Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles.
 
4.12        Submission to Jurisdiction.  Any judicial proceeding brought with respect to this Agreement must be brought in the United States District Court for the Southern District of New York or any court of competent jurisdiction in the State of New York, Borough of Manhattan, and each Party: (i) accepts unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and agrees to be bound by any final, non-appealable judgment rendered thereby in connection with this Agreement; (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section and shall not be deemed to be a general submission to the jurisdiction of said courts or the State of New York other than for such purpose; and (iii) agrees that process in any such action, in addition to any other method permitted by law, may be served upon it by registered or certified mail, return receipt requested, addressed to such Party at the address designated by such Party on the signature page hereof, and such service shall be deemed effective as if personal service had been made upon it within New York County.
 
4.13        Waiver of Jury Trial.  The Parties hereby waive trial by jury in any judicial proceeding to which they are parties involving, directly or indirectly, any matter arising out of, related to or in connection with this Agreement.
 
4.14        Further Assurances.  From and after the Closing, upon the request of a Party, the other Party will execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
 
4.15        Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.
 

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first above-written.

 
 
TENNENBAUM CAPITAL PARTNERS LLC
 
     
     
 
By:
/s/ Rajneesh Vig
 
 
Name:
Rajneesh Vig
 
 
Title:
Managing Director
 
       
 
Address:
   

 

 
 
EUROSEAS LTD.
 
     
     
 
By:
/s/ Anastasios Aslidis  
 
Name:
Anastasios Aslidis
 
 
Title:
CFO and Treasurer
 
       
 
Address:
4, Messogiou & Evropis Str.
Maroussi, GR 15124, Greece