-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EhcXiC6bOHiLxKH/+KjVneUAxvF+z09vGt1CvJnCD3ppH4INNAw0Gu89uCwEIlCj OeOZ3J03Cqej5zmGhg1IQw== 0001104659-08-037854.txt : 20080605 0001104659-08-037854.hdr.sgml : 20080605 20080604191301 ACCESSION NUMBER: 0001104659-08-037854 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080604 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Britannia Bulk plc CENTRAL INDEX KEY: 0001388016 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-141113 FILM NUMBER: 08881683 BUSINESS ADDRESS: STREET 1: 2ND FLOOR DEXTER HOUSE STREET 2: 2 ROYAL MINT COURT CITY: LONDON STATE: X0 ZIP: EC3N 4XX BUSINESS PHONE: 011442072644900 MAIL ADDRESS: STREET 1: 2ND FLOOR DEXTER HOUSE STREET 2: 2 ROYAL MINT COURT CITY: LONDON STATE: X0 ZIP: EC3N 4XX 6-K 1 a08-15968_16k.htm 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Dated:  June 4, 2008

 

Commission File Number: 333-141113

 

BRITANNIA BULK PLC

 

Dexter House

2nd Floor

2 Royal Mint Court
London  EC3N 4QN

United Kingdom

(Address of principal executive offices)

 

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    x                 Form 40-F    o

 

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

 

Yes    o                             No    x

 

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

 

Yes    o                             No    x

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes    o                             No    x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 



 

Equity Offering of Parent Company and Related Refinancing and Repayment of Group Debt

 

The ultimate parent holding company of Britannia Bulk Plc (“Britannia Bulk”), Britannia Bulk Holdings Inc (the “Company”), announced today that it is commencing an initial public offering of shares of its common stock.  The Company has applied to list its common stock on the New York Stock Exchange.

 

The Company intends to use a portion of the proceeds from its equity offering, together with amounts held in Britannia Bulk’s vessel acquisition account and borrowings under Britannia Bulk’s new secured term loan facility (described below), for the repayment and refinancing of existing group debt, including Britannia Bulk’s existing senior secured notes and secured bridge facility with Lloyd’s TSB Bank Plc, as well as for general corporate purposes.

 

At the closing of the Company’s equity offering, which is subject to customary conditions precedent, Britannia Bulk will satisfy and discharge its obligations under the senior secured notes, including the accrued and unpaid interest and redemption premiums thereon, out of the proceeds of the Company’s equity offering, drawings under its new secured term loan facility (described below) and amounts held in its vessel acquisition account for the senior secured notes. Upon satisfaction and discharge of the indenture in the manner described herein, the collateral interest in the vessel acquisition account will be released by Wilmington Trust Company and used in part for the refinancing and repayment of existing group debt, including Britannia Bulk’s senior secured notes and its secured bridge facility with Lloyd’s TSB Plc. Following the closing of the Company’s equity offering, Britannia Bulk will redeem its senior secured notes in full in accordance with the provisions of the indenture governing the notes.

 

As previously disclosed in its Report on Form 6-K dated May 29, 2008, Britannia Bulk entered into a new secured term loan facility agreement dated May 23, 2008, with Lloyds TSB Bank Plc and Nordea Bank Denmark A/S as facility agent and security trustee (the “Facility Agreement”).  The facility to be provided under the Facility Agreement consists of a term loan facility (the “Facility”) of up to US$170.0 million and is for the purpose of providing funds, a portion of which, together with available cash and other sources of financing, will be used to refinance the existing secured bridge facility with Lloyd’s TSB, as well as the senior secured notes.  The availability of this facility is subject to several conditions, including an equity finance condition, and expires on July 30, 2008.

 

A registration statement relating to the Company’s offered securities described above has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

 

This announcement is neither an offer to sell nor a solicitation of an offer to buy shares of the Company’s common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offering of the Company’s securities will be made only by means of a prospectus. A copy of the preliminary prospectus relating to the offering may be obtained from Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, NY 10004, Fax: (212) 902-9316 or email at prospectus-ny@ny.email.gs.com or Banc of America Securities LLC, Capital Markets (Prospectus Fulfillment) by email to dg.prospectus_distribution@bofasecurities.com or by mail to Banc of America Securities LLC, Capital Markets Operations, 100 West 33rd Street, 3rd Floor, New York, NY 10001.

 

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SIGNATURES

 

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

 

 

BRITANNIA BULK PLC

 

 

 

 

 

/s/ Fariyal Khanbabi

 

Fariyal Khanbabi

Date:  June 4, 2008

Chief Financial Officer

 

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