Republic of the Marshall Islands (State or other Jurisdiction of Incorporation or Organization) | | | N/A (I.R.S. Employer Identification No.) |
• | general market conditions and shipping industry trends, including charter rates, vessel values and the future supply of, and demand for, ocean-going containership and dry bulk shipping services; |
• | our continued ability to enter into time charters with existing and new customers, and to re-charter on favorable terms our vessels upon the expiry of existing charters; |
• | our future financial condition and liquidity, including our ability to make required payments under our credit facilities, and comply with our loan covenants; |
• | our ability to finance our capital expenditures, acquisitions and other corporate activities; |
• | risks related to our dry bulk operating platform, including uncertainty related to the introduction of a new line of business for the Company, the fact that the chartering-in and chartering-out of dry bulk vessels is inherently more volatile than traditional vessel ownership and risks associated with derivative instruments such as forward freight agreements and bunker hedging; |
• | risks related to our leasing business, including uncertainty related to the introduction of a new line of business for the Company, as well as exposure to new financial, counterparty and legal risks; |
• | the effects of a possible worldwide economic slowdown; |
• | disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements; |
• | environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities; |
• | business disruptions and economic uncertainty resulting from epidemics or pandemics, including any new outbreaks or variants of COVID-19 that may emerge; |
• | business disruptions due to natural disasters or other disasters outside our control; |
• | fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies; |
• | technological advancements in the design, construction and operations of containerships and dry bulk vessels and opportunities for the profitable operations of our vessels; |
• | the financial health of our customers, our lenders and other counterparties, and their ability to perform their obligations; |
• | potential disruption of shipping routes due to accidents, political events, sanctions, piracy or acts by terrorists and armed conflicts; |
• | future, pending or recent acquisitions of vessels or other assets, the recent commencement of operations of our dry bulk platform, our business strategy, areas of possible expansion and expected capital spending or operating expenses, including the recent investment in a leasing business; |
• | expectations relating to dividend payments and our ability to make such payments; |
• | the availability of existing secondhand vessels or newbuild vessels to purchase, the time that it may take to construct and take delivery of new vessels or the useful lives of our vessels; |
• | the availability of key employees and crew, the length and number of off-hire days, dry-docking requirements, fuel and insurance costs; |
• | our anticipated general and administrative expenses, including our fees and expenses payable under our management and services agreements, as may be amended from time to time; |
• | our ability to leverage to our advantage our managers’ relationships and reputation within the international shipping industry; |
• | our ability to maintain long-term relationships with major liner companies; |
• | expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as requirements imposed by classification societies and standards demanded by our charterers; |
• | any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; |
• | risks inherent in vessel operation, including perils of the sea, terrorism, piracy and discharge of pollutants; |
• | potential liability from current or future litigation; |
• | our business strategy and other plans and objectives for future operations; and |
• | other factors discussed in “Risk Factors” in this prospectus, and “Item 3. Key Information – D. Risk Factors” of our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 29, 2024; and |
• | other factors detailed from time to time in our periodic reports. |
• | our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 29, 2024; |
• | the description of our common stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on October 27, 2010 which incorporates by reference the description of our common stock contained in our registration statement on Form F-1 (File No. 333-170033), as amended, filed with the SEC on October 20, 2010, and any amendments or reports filed updating that description; |
• | the description of our Series B Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on August 2, 2013 which incorporates by reference the description of the Series B Preferred Stock contained in our prospectus filed with the SEC on July 31, 2013, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-179244), filed with the SEC on January 30, 2012, and any amendments or reports filed updating that description; |
• | the description of our Series C Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on January 15, 2014 which incorporates by reference the description of the Series C Preferred Stock contained in our prospectus filed with the SEC on January 14, 2014, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-191833), filed with the SEC on October 21, 2013, as amended by Amendment No. 1 thereto filed with the SEC on November 20, 2013, and any other amendments or reports filed updating that description; |
• | the description of our Series D Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on May 7, 2015 which incorporates by reference the description of the Series D Preferred Stock contained in our prospectus filed with the SEC on May 7, 2015, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-191833), filed with the SEC on October 21, 2013, as amended by Amendment No. 1 thereto filed with the SEC on November 20, 2013, and any other amendments or reports filed updating that description; and |
• | the description of our Series E Preferred Stock contained in our registration statement on Form 8-A (File No. 001-34934), filed with the SEC on January 30, 2018 which incorporates by reference the description of the Series E Preferred Stock contained in our prospectus filed with the SEC on January 26, 2018, pursuant to Rule 424(b) under the Securities Act, which prospectus constitutes a part of our registration statement on Form F-3 (File No. 333-214268), filed with the SEC on October 27, 2016, including any amendments or reports filed updating that description. |
• | potential future vessel acquisitions and other investments; |
• | additions to working capital; and |
• | the repayment of indebtedness. |
• | the designation of the series; |
• | the number of shares in the series, which our board of directors may, except where otherwise provided in the preferred shares designation, increase or decrease, but not below the number of shares then outstanding; |
• | whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; |
• | the dates at which dividends, if any, will be payable; |
• | the redemption rights and price or prices, if any, for shares of the series; |
• | the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; |
• | the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company; |
• | whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; |
• | restrictions on the issuance of shares of the same series or of any other class or series; and |
• | the voting rights, if any, of the holders of the series. |
• | the specific designation; |
• | any limit on the aggregate principal amount of the debt securities, their purchase price and denomination; |
• | the currency in which the debt securities are denominated and/or in which principal, premium, if any, and/or interest, if any, is payable; |
• | the date of maturity; |
• | the interest rate or rates or the method by which the calculation agent will determine the interest rate or rates, if any; |
• | the interest payment dates, if any; |
• | the place or places for payment of the principal of and any premium and/or interest on the debt securities; |
• | any repayment, redemption, prepayment or sinking fund provisions, including any redemption notice provisions; |
• | whether we will issue the debt securities in registered form or bearer form or both and, if we are offering debt securities in bearer form, any restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of those debt securities in bearer form; |
• | whether we will issue the debt securities in definitive form and under what terms and conditions; |
• | the terms on which holders of the debt securities may convert or exchange these securities into or for common stock or other securities, any specific terms relating to the adjustment of the conversion or exchange feature and the period during which the holders may make the conversion or exchange; |
• | information as to the methods for determining the amount of principal or interest payable on any date and/or the currencies, securities or baskets of securities, commodities or indices to which the amount payable on that date is linked; |
• | any agents for the debt securities, including trustees, depositaries, authenticating or paying agents, transfer agents or registrars; |
• | whether and under what circumstances we will pay additional amounts on debt securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether we will have the option to redeem those debt securities rather than pay the additional amounts; |
• | any material United States federal income tax or other income tax consequences, including, but not limited to: |
• | tax considerations applicable to any discounted debt securities or to debt securities issued at par that are treated as having been issued at a discount for United States federal income tax purposes; and |
• | tax considerations applicable to any debt securities denominated and payable in non-United States currencies; |
• | whether certain payments on the debt securities will be guaranteed under a financial insurance guarantee policy and the terms of that guarantee; |
• | whether the debt securities will be secured; |
• | any applicable selling restrictions; and |
• | any other specific terms of the debt securities, including any modifications to or additional events of default, covenants or modified or eliminated acceleration rights, and any terms required by or advisable under applicable laws or regulations. |
• | default is made for more than 30 days in the payment of interest, premium or principal in respect of the securities; |
• | we fail to perform or observe any of our other obligations under the securities and this failure has continued for the period of 60 days next following the service on us of notice requiring the same to be remedied; |
• | our bankruptcy, insolvency or reorganization under any applicable bankruptcy, insolvency or insolvency related reorganization law; |
• | an order is made or an effective resolution is passed for the winding up or liquidation of us; or |
• | any other event of default provided in the supplemental indenture or issuer order, if any, under which that series of debt securities is issued. |
• | if an event of default occurs due to the default in payment of principal of, or any premium or interest on, any series of debt securities issued under the indenture, or due to the default in the performance or breach of any other covenant or warranty of us applicable to that series of debt securities but not applicable to all outstanding debt securities issued under the indenture occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, voting as one class, by notice in writing to us may declare the principal of and accrued interest on the debt securities of such affected series (but not any other debt securities issued under the indenture) to be due and payable immediately; |
• | if an event of default occurs due to specified events of bankruptcy, insolvency or reorganization of us, the principal of all debt securities and interest accrued on the debt securities to be due and payable immediately; and |
• | if an event of default due to a default in the performance of any other of the covenants or agreements in the indenture applicable to all outstanding debt securities issued under the indenture occurs and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities issued under the indenture for which any applicable supplemental indenture does not prevent acceleration under the relevant circumstances, voting as one class, by notice in writing to us may declare the principal of all debt securities and interest accrued on the debt securities to be due and payable immediately. |
• | the holder must have previously given written notice to the trustee of the continuing default; |
• | the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, treated as one class, must have: |
• | requested the trustee to institute that action; and |
• | offered the trustee indemnity satisfactory to it; |
• | the trustee must have failed to institute that action within 60 days after receipt of the request referred to above; and |
• | the holders of a majority in principal amount of the outstanding debt securities of each affected series, voting as one class, must not have given directions to the trustee inconsistent with those of the holders referred to above. |
• | paid or caused to be paid the principal of and interest on all of the outstanding debt securities in accordance with their terms; |
• | delivered to the trustee for cancellation all of the outstanding debt securities; or |
• | irrevocably deposited with the trustee cash or, in the case of a series of debt securities payable only in U.S. dollars, U.S. government obligations in trust for the benefit of the holders of any series of debt securities issued under the indenture that have either become due and payable, or are by their terms due and payable, or are scheduled for redemption, within one year, in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and interest on, and any mandatory sinking fund payments for, those debt securities. However, the deposit of cash or U.S. government obligations for the benefit of holders of a series of debt securities that are due and payable, or are scheduled for redemption, within one year will discharge obligations under the indenture relating only to that series of debt securities. |
• | we irrevocably deposit with the trustee cash or, in the case of debt securities payable only in U.S. dollars, U.S. government obligations, as trust funds in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and interest on, and any mandatory sinking fund payments for, all outstanding debt securities of the series being defeased; and |
• | we deliver to the trustee an opinion of counsel to the effect that: |
• | the holders of the series of debt securities being defeased will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance; |
• | the defeasance or covenant defeasance will not otherwise alter those holders’ United States federal income tax treatment of principal and interest payments on the series of debt securities being defeased; and |
• | in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of this prospectus, since that result would not occur under current tax law. |
• | secure any debt securities; |
• | evidence the assumption by a successor corporation of our obligations; |
• | add covenants for the protection of the holders of debt securities; |
• | cure any ambiguity or correct any inconsistency; |
• | establish the forms or terms of debt securities of any series; or |
• | evidence the acceptance of appointment by a successor trustee. |
• | extend the final maturity of the security; |
• | reduce the principal amount; |
• | reduce the rate or extend the time of payment of interest; |
• | reduce any amount payable on redemption; |
• | change the currency in which the principal, including any amount of original issue discount, premium, or interest on the security is payable; |
• | modify or amend the provisions for conversion of any currency into another currency; |
• | reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy; |
• | alter the terms on which holders of the debt securities may convert or exchange debt securities for common stock or other securities, other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the debt securities; |
• | impair the right of any holder to institute suit for the enforcement of any payment on any debt security when due; or |
• | reduce the percentage of debt securities the consent of whose holders is required for modification of the indenture. |
• | in registered form, where our obligation runs to the holder of the security named on the face of the security; or |
• | in bearer form, where our obligation runs to the bearer of the security. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued; |
• | the currency or currencies, in which the price of such warrants will be payable; |
• | the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants; |
• | the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | the amount of warrants outstanding; |
• | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
• | information with respect to book-entry procedures, if any; |
• | if applicable, a discussion of any material United States Federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
• | the exercise price for the rights; |
• | the number of rights issued to each stockholder; |
• | the extent to which the rights are transferable; |
• | any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence and the date on which the right will expire; |
• | the amount of rights outstanding; |
• | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and |
• | the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
• | any provisions of the governing unit agreement; and |
• | any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units. |
• | the amount of deposited securities represented by one unit of ADRs; |
• | any procedure for voting the deposited securities; |
• | any procedure for collecting and distributing dividends; |
• | the procedures for transmitting notices, reports and proxy soliciting material; |
• | the sale or exercise of rights; |
• | the deposit or sale of securities resulting from dividends, splits or plans of reorganization; |
• | any redemption provisions; |
• | the amendment, extension or termination of the deposit arrangements; |
• | the rights that holders of ADRs have to inspect the books of the depositary and the list of receipt holders; |
• | any restrictions on the right to transfer or withdraw the underlying securities; |
• | any limitation on the depositary’s liability; and |
• | all fees and charges that a holder of ADRs will have to pay, either directly or indirectly. |
• | on the NYSE or any other national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale; |
• | in the over-the-counter market; |
• | in privately negotiated transactions; |
• | in an exchange distribution in accordance with the rules of the applicable exchange; |
• | as settlement of short sales entered into after the date of the prospectus; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through broker-dealers, who may act as agents or principals; |
• | through sales “at the market” to or through a market-maker; |
• | in a block trade, in which a broker-dealer will attempt to sell a block as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | through one or more underwriters on a firm commitment or best-efforts basis; |
• | directly to one or more purchasers; |
• | through agents; |
• | in options transactions; |
• | over the Internet; |
• | any other method permitted pursuant to applicable law; or |
• | in any combination of the above. |
• | purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus; |
• | ordinary brokerage transactions; or |
• | transactions in which the broker-dealer solicits purchasers. |
SEC Registration Fee | | | $11,697.49 |
Printing | | | * |
Legal Fees and Expenses | | | * |
Accountants’ Fees and Expenses | | | * |
NYSE Fees | | | * |
Miscellaneous Costs | | | * |
Total | | | $* |
* | To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus. |
Item 8. | Indemnification of Directors and Officers |
Item 9. | Exhibits |
Item 10. | Undertakings |
Exhibits No. | | | Description |
1.1 | | | Form of Underwriting Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
| | Second Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 1, 2013 (File No. 001-34934)). | |
| | First Amended and Restated Bylaws (incorporated by reference to Exhibit 1.2 to the Company’s Annual Report on Form 20-F filed with the SEC on March 1, 2013 (File No. 001-34934)). | |
| | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on October 27, 2010 (Registration No. 333-170033)). | |
| | Stockholder Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on October 20, 2010 (Registration No. 333-170033)). | |
4.5 | | | Form of Statement of Designation (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.6 | | | Form of Preferred Stock Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
| | Statement of Designation of the 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on August 2, 2013 (File No. 001-34934)). | |
| | Specimen Stock Certificate of 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on August 2, 2013 (File No. 001-34934)). | |
| | Statement of Designation of the 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 15, 2014 (File No. 001-34934)). | |
| | Specimen Stock Certificate of 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 15, 2014 (File No. 001-34934)). | |
| | Statement of Designation of the 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on May 7, 2015 (File No. 001-34934)). | |
| | Specimen Stock Certificate of 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on May 7, 2015 (File No. 001-34934)). | |
| | Statement of Designation of the 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 30, 2018 (File No. 001-34934)). | |
| | Specimen Stock Certificate of 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the SEC on January 30, 2018 (File No. 001-34934)). | |
| | Form of Indenture (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form F-3 filed with the SEC on January 30, 2012 (Registration No. 333-179244)). | |
| | Form of Debt Securities (included in Exhibit 4.15). | |
4.17 | | | Form of Warrant Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.18 | | | Form of Warrant Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.19 | | | Form of Rights Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
Exhibits No. | | | Description |
4.20 | | | Form of Rights Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.21 | | | Form of Unit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.22 | | | Form of Unit Certificate (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.23 | | | Form of Deposit Agreement (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
4.24 | | | Form of Depositary Receipt (to be filed as an exhibit to a report on Form 6-K and incorporated herein by reference). |
| | Opinion of Cozen O’Connor (New York) (special counsel on Marshall Islands law to the Company). | |
| | Opinion of Cravath, Swaine & Moore LLP (United States counsel to the Company). | |
| | Consent of Independent Registered Public Accounting Firm. | |
| | Consent of Cozen O’Connor (New York) (included in Exhibit 5.1). | |
| | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.2). | |
| | Powers of Attorney (included on the signature page hereto). | |
25.1 | | | Form T-1 Statement of Eligibility for Indenture (to be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended). |
| | Filing Fee Table |
| | COSTAMARE INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Anastassios Gabrielides | ||||
| | | | Name: | | | Anastassios Gabrielides | ||
| | | | Title: | | | General Counsel and Secretary |
Signature | | | Title |
| | ||
/s/ Konstantinos Konstantakopoulos | | | Chief Executive Officer and Chairman (Principal Executive Officer) |
Konstantinos Konstantakopoulos | | ||
| | ||
/s/ Gregory Zikos | | | Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
Gregory Zikos | | ||
| | ||
/s/ Konstantinos Zacharatos | | | Director |
Konstantinos Zacharatos | | ||
| | ||
/s/ Charlotte Stratos | | | Director |
Charlotte Stratos | | ||
| | ||
/s/ Vagn Lehd Møller | | | Director |
Vagn Lehd Møller | |
| | PUGLISI & ASSOCIATES, | |||||||
| | | | | | ||||
| | By: | | | /s/ Donald J. Puglisi | ||||
| | | | Name: | | | Donald J. Puglisi | ||
| | | | Title: | | | Managing Director |
Exhibit 5.1
March 29, 2024
Costamare Inc.
7 Rue du Gabian
MC 98000 Monaco
Re: | Costamare Inc. |
Dear Sirs:
We have acted as special counsel on matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) to Costamare Inc. (the “Company”) in connection with the filing with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, of a Registration Statement on Form F-3 (the “Registration Statement”) relating to the shelf registration by the Company of its (i) common stock, including preferred stock purchase rights (the “Rights”), par value $0.0001 per share (the “Common Stock”), (ii) preferred stock, par value $0.0001 per share (the “Preferred Stock”), (iii) debt securities of the Company (the “Debt Securities”), (iv) equity subscription rights of the Company (the “Subscription Rights”), (v) warrants of the Company (the “Warrants” and together with the Common Stock, Preferred Stock, the Debt Securities and the Subscription Rights, the “Non-Unit Securities”) and (vi) units of the Company comprised of one or more of the Non-Unit Securities (the “Units” and together with the Non-Units Securities, the “Securities”) some or all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Act at an aggregate offering price of up to $500,000,000. Except as otherwise defined herein, capitalized terms are used as defined in the Registration Statement.
In so acting, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and the form of preliminary prospectus (the “Prospectus”) included therein, (ii) the Stockholders Rights Agreement dated as of October 19, 2010 (the “Stockholders Rights Agreement”) between the Company and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) , as rights agent, and (iii) originals, or copies certified or otherwise identified to our satisfaction, of all such records of the Company, agreements and other documents, certificates of public officials, officers and representatives of the Company and other appropriate persons, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed without investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as photostatic or facsimile copies, and the accuracy of the factual representations made to us by officers and other representatives of the Company. We have further assumed that the Stockholders Rights Agreement has not been amended or modified and remains in full force and effect on the date hereof.
Costamare Inc.
March 29, 2024
Page 2
We have also assumed that (i) the definitive terms of any Security, other than Common Stock, offered pursuant to the Registration Statement will have been established in accordance with resolutions of the Board of Directors of the Company and applicable law, (ii) any Securities issuable upon conversion, exchange or exercise of any Securities being offered, will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, (iii) any Securities consisting of Common Stock, including shares of Common Stock issuable upon conversion, exchange or exercise of any Securities that may be issued under the Registration Statement, have been duly authorized and will be validly issued, and the certificates evidencing the same will be duly executed and delivered, against receipt of the consideration approved by the Company which will be no less than par value, if any, thereof, (iv) any Securities consisting of Preferred Stock, including shares of Preferred Stock issuable upon conversion, exchange or exercise of any Security that may be issued under the Registration Statement, will be duly authorized and validly issued, and the certificates evidencing the same will be duly executed and delivered, against receipt of the consideration approved by the Company which will be no less than the par value, if any, thereof, (v) the Registration Statement, and any amendments thereto, will have become effective, (vi) a Prospectus Supplement will have been filed with the Commission describing the Securities offered thereby, and (vii) all Securities will be issued in compliance with applicable U.S. Federal and State securities laws and the laws of any other jurisdiction where the Securities may be offered for sale.
With respect to the issuance and sale of any series of Preferred Stock, we have further assumed that appropriate statement of designations, or similar instruments setting forth the preferential, deferred, qualified and/or special rights, privileges, and/or conditions with respect to such series of Preferred Stock will have been duly adopted by Company’s Board of Directors in the form to be incorporated by reference in and filed as an exhibit to the Registration Statement.
Costamare Inc.
March 29, 2024
Page 3
With respect to the issuance and sale of any Warrants, we have further assumed that (i) a warrant agreement (the “Warrant Agreement”) with respect to such Warrants will have been executed and delivered by the Company, as issuer, and a warrant agent, (ii) the Warrant Agreement will be governed by New York law and will be in compliance with all applicable provisions of Marshall Islands and U.S. Federal and State laws, (iii) the Warrants will have been duly and validly authorized, created, executed and delivered by the Company and duly executed by the warrant agent appointed by the Company, and (iv) the Warrants will have been issued and delivered by the Company (a) against receipt of consideration therefor approved by the Company and (b) as provided in the Warrant Agreement.
With respect to the issuance and sale of any Debt Securities, we have further assumed that (i) an indenture in substantially the form annexed to or incorporated by reference in the Registration Statement which we have reviewed together with any applicable supplemental indenture (an “Indenture”) will have been duly executed and delivered by the Company and the trustee named therein, (ii) such Indenture will be governed by New York law and will be in compliance with all applicable provisions of Marshall Islands and U.S. Federal and State laws, and (iii) with respect to all Debt Securities, when issued, such Debt Securities will be executed, authenticated, issued and delivered by the Company (a) against receipt of consideration therefor approved by the Company and (b) as provided in such Indenture.
With respect to the issuance and sale of Subscription Rights, we have further assumed (i) a subscription rights agreement (the “Subscription Agreement”) with respect to such Subscription Rights will have been executed and delivered by the Company and the other parties thereto, (ii) the Subscription Agreement will be governed by New York law and will be in compliance with all applicable provisions of Marshall Islands and U.S. Federal and State laws, (iii) the Subscription Rights will have been duly executed and delivered by the Company (a) against receipt of consideration therefor approved by the Company and (b) as provided in the Subscription Agreement.
With respect to the issuance and sale of any Units, we have further assumed that (i) a unit agreement (the “Unit Agreement”) with respect to such Units will have been executed and delivered by the Company, as issuer, and a unit agent, (ii) the Unit Agreement will be governed by New York law and will be in compliance with all applicable provisions of Marshall Islands and U.S. Federal and State laws, (iii) the Units will have been duly and validly authorized, created, executed and delivered by the Company and duly executed by the unit agent appointed by the Company, and (iv) the Units will have been issued and delivered by the Company (a) against receipt of consideration therefor approved by the Company and (b) as provided in the Unit Agreement.
We have also assumed the power, authority and legal rights of all parties (other than the Company) to the Stockholders Rights Agreement to enter into and perform their respective obligations thereunder and the due authorization, execution and delivery of such document by such parties.
Costamare Inc.
March 29, 2024
Page 4
This opinion is limited to Marshall Islands Law as of the date hereof. In rendering our opinion as to the due incorporated and valid existence in good standing of the Company, we have relied solely on a Certificate of Goodstanding issued by the Registrar of Corporations of the Republic of the Marshall Islands on March 28, 2024. In rendering our opinion in Paragraph E below, we have, with your permission, relied on the opinion addressed to you dated the date hereof of Cravath, Swaine & Moore LLP, U.S. counsel to the Company, with respect to the Stockholders Rights Agreement.
Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:
A. | The Company is a corporation duly incorporated, validly existing and in good standing under the law of the Republic of The Marshall Islands. |
B. | Any Securities consisting of Common Stock or Preferred Stock, including any shares of Common Stock or Preferred Stock issued on conversion, exchange or exercise of other Securities when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable. |
C. | Any Securities consisting of Warrants, Subscription Rights, Debt Securities or Units will constitute legal, valid and binding obligations of the Company, and will be, in the case of Debt Securities, entitled to the benefits provided by the applicable Indenture. |
D. | The Company has taken all corporate action required to authorize the execution and delivery of the Stockholders Rights Agreement and the issuance of the Rights, and the Stockholders Rights Agreement has been duly executed and delivered by a duly authorized signatory of the Company. |
E. | When issued in accordance with the terms of the Stockholders Rights Agreement, the Rights associated with the Common Stock will have been validly issued and will constitute valid and binding obligations of the Company. |
Our opinions in Paragraphs C and E above are subject to the qualification that the rights and remedies of any party to the Stockholders Rights Agreement, the Warrant Agreement, the Subscription Agreement, the Indentures or the Unit Agreement (a) may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting generally the enforcement of creditors’ rights from time to time in effect, and (b) are subject to general principles of equity (regardless of whether such rights and remedies are considered in a proceeding in equity or at law), including application by a court of competent jurisdiction of principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy or other similar principles.
Costamare Inc.
March 29, 2024
Page 5
Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. We disavow any undertaking to advise you of any changes in laws.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in such Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours, | |
/s/ Cozen O'Connor
|
|
COZEN O'CONNOR |
Exhibit 5.2
March 29, 2024
Costamare Inc.
Registration Statement on Form F-3
Ladies and Gentlemen:
We have acted as special United States counsel for Costamare Inc., a Marshall Islands corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of up to an aggregate initial offering amount of $500,000,000 of (i) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), including the associated preferred stock purchase rights (the “Stockholder Rights”), (ii) shares of preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), including in the form of American Depositary Shares (“ADSs”), (iii) debt securities of the Company (the “Debt Securities”), (iv) warrants to purchase Common Stock, Preferred Stock, Debt Securities or other rights of the Company (the “Warrants”), (v) rights to purchase Common Stock or Preferred Stock (the “Rights”) and (vi) units consisting of Common Stock, Preferred Stock, Debt Securities, Warrants or Rights or in combination thereof (the “Units” and, together with the securities specified in clauses (i) through (v) above, the “Securities”).
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials and such other documents as we have deemed necessary or appropriate for the purposes of this opinion, including the (a) Registration Statement and (b) the form of indenture relating to the Debt Securities included in the Registration Statement as Exhibit 4.15 (the “Indenture”).
As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
NEW YORK | LONDON | WASHINGTON, D.C. | Cravath, Swaine & Moore llp |
Worldwide Plaza | CityPoint | 1601 K Street NW | |
825 Eighth Avenue | One Ropemaker Street | Washington, D.C. 20006-1682 | |
New York, NY 10019-7475 | London EC2Y 9HR | T+1-202-869-7700 | |
T+1-212-474-1000 | T+44-20-7453-1000 | F+1-202-869-7600 | |
F+1-212-474-3700 | F+44-20-7860-1150 | ||
Based upon and subject to the foregoing, and assuming that: (a) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective and will comply with all applicable laws, (b) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units are offered or issued as contemplated by the Registration Statement, (c) a prospectus supplement will have been prepared and filed with the Commission describing any ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units offered thereby and will comply with all applicable laws, (d) any ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units will be issued and sold in compliance with all applicable Federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement, (e) the Indenture, Warrant Agreement, Rights Agreement, Unit Agreement and Deposit Agreement, each as defined below, will be governed by the laws of the State of New York, (f) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units offered or issued will have been duly authorized and validly executed and delivered by the Company, together with the other parties thereto, (g) none of the terms of the ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units, nor the issuance and delivery of the ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units, nor the compliance by the Company with the terms of the ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units will violate any applicable laws or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company and (h) any Securities issuable upon conversion, exchange or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, we are of the opinion that:
1. With respect to the Debt Securities to be issued in one or more series under the Indenture to be entered into by the Company and a trustee (the “Trustee”), assuming (a) the Trustee has been qualified to act as Trustee under the Indenture, (b) the Trustee has duly executed and delivered the Indenture, (c) the Indenture has been duly authorized and validly executed and delivered by the Company to the Trustee, (d) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (e) the board of directors of the Company, a duly constituted and acting committee thereof or any officers of the Company delegated such authority (such board of directors, committee or officers being hereinafter referred to as the “Board”) has taken all necessary corporate action to approve the due and valid issuance and terms of a particular series of Debt Securities, the terms of the offering thereof and related matters and (f) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, including any supplemental indenture related thereto, and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
2. With respect to the Warrants to be issued in one or more series under a warrant agreement (the “Warrant Agreement”) to be entered into by the Company and a warrant agent (the “Warrant Agent”), assuming (a) the Warrant Agent has duly executed and delivered the Warrant Agreement, (b) the Warrant Agreement has been duly authorized and validly executed and delivered by the Company to the Warrant Agent, (c) the Board has taken all necessary corporate action to approve the due and valid issuance and terms of a particular series of Warrants, the terms of the offering thereof and related matters, including the issuance and sale of the Common Stock, Preferred Stock, Debt Securities or other rights of the Company issuable upon exercise of such Warrants, and (d) such Warrants have been duly executed, countersigned, registered and delivered in accordance with the provisions of the Warrant Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
3. With respect to the Rights to be issued in one or more series under a rights agreement (the “Rights Agreement”) to be entered into by the Company and a rights agent (the “Rights Agent”), assuming (a) the Rights Agent has duly executed and delivered the Rights Agreement, (b) the Rights Agreement has been duly authorized and validly executed and delivered by the Company to the Rights Agent, (c) the Board has taken all necessary corporate action to approve the due and valid issuance and terms of a particular series of Rights, the terms of the offering thereof and related matters and (d) such Rights have been duly executed and delivered in accordance with the provisions of the Rights Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such Rights will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
4. With respect to the Units to be issued in one or more series under a unit agreement (the “Unit Agreement”) to be entered into by the Company and a unit agent (the “Unit Agent”), assuming (a) the Unit Agent has duly executed and delivered the Unit Agreement, (b) the Unit Agreement has been duly authorized and validly executed and delivered by the Company to the Unit Agent, (c) the Board has taken all necessary corporate action to approve the due and valid issuance and terms of a particular series of Units, the terms of the offering thereof and related matters and (d) such Units have been duly executed and delivered in accordance with the provisions of the Unit Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
5. With respect to the ADSs representing the Preferred Stock to be issued, assuming (a) the Company and a depositary (the “Depositary”) duly execute and deliver a deposit agreement (the “Deposit Agreement”) pursuant to appropriate corporate authority, (b) the Board has taken all necessary corporate action to approve the due and valid issuance and terms of the ADSs, the terms of the offering thereof and related matters, (c) if required, a Registration Statement on Form F-6 relating to the ADSs has become effective and complies with all applicable laws at the time the ADSs are offered or issued as contemplated by the Registration Statement and (d) such ADSs have been duly issued by the Depositary and executed and delivered in accordance with the provisions of the Deposit Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such ADSs will be legally issued and entitle their holders to the rights specified in the Deposit Agreement (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
6. To the extent governed by the laws of the State of New York, the Stockholders Rights Agreement made and entered into as of October 19, 2010 by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Stockholders Rights Agreement”) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, and to the extent governed by the laws of the State of New York, the Stockholder Rights have been duly authorized, validly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company entitled to the benefits of the Stockholders Rights Agreement and enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
We express no opinion herein as to any provision of the Deposit Agreement, Indenture, Warrant Agreement, Rights Agreement or Unit Agreement or the ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units that (a) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related thereto, (b) contains a waiver of an inconvenient forum, (c) relates to the waiver of rights to jury trial or (d) provides for indemnification, contribution or limitations on liability. We also express no opinion as to (i) the enforceability of the provisions of the Deposit Agreement, Indenture, Warrant Agreement, Rights Agreement or Unit Agreement or the ADSs representing Preferred Stock, Debt Securities, Warrants, Rights or Units to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived or (ii) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law provided for therein.
Courts in the United States have not customarily rendered judgments for money damages denominated in any currency other than United States dollars. Section 27(b) of the Judiciary Law of the State of New York provides, however, that a judgment or decree in an action based upon an obligation denominated in a currency other than United States dollars shall be rendered in the foreign currency of the underlying obligation and converted into United States dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree. We express no opinion as to whether a Federal court would render a judgment other than in United States dollars.
We are admitted to practice only in the State of New York and express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. In particular, we do not purport to pass on any matter governed by the laws of the Republic of the Marshall Islands. With respect to all matters of Marshall Islands law, we note that you are being provided with the opinion, dated the date hereof, of Cozen O’Connor (New York), special counsel on Marshall Islands law to the Company.
We understand that we may be referred to as counsel for certain matters relating to United States law in the prospectus and in any prospectus supplement forming a part of the Registration Statement, and we hereby consent to such use of our name in the Registration Statement and to the use of this opinion for filing with the Registration Statement as Exhibit 5.2 thereto. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Cravath, Swaine & Moore LLP
|
|
Costamare Inc.
7 rue du Gabian
MC 98000
MONACO
O
5
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form F-3) and related Prospectus of Costamare Inc. for the registration of up to $500,000,000 shares of its common stock, including preferred stock purchase rights, preferred stock, which may be represented by American Depositary Shares, debt securities, warrants, rights and units and to the incorporation by reference therein of our reports dated March 29, 2024, with respect to the consolidated financial statements of Costamare Inc., and the effectiveness of internal control over financial reporting of Costamare Inc., included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 29, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
Form F-3
(Form Type)
COSTAMARE INC.
(Exact Name of Registrant as Specified in Its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Security
Type
|
Security
Class
Title
|
Fee
Calculation
or Carry
Forward
Rule
|
Amount
Registered(1)(2)
|
Proposed Maximum Offering
Price Per
Unit(3)
|
Maximum Aggregate Offering Price(2)(3) |
Fee
Rate
|
Amount of
Registration
Fee(4)
|
Carry
Forward
Form
Type
|
Carry
Forward File Number
|
Carry
Forward
Initial
Effective
Date
|
Filing Fee
Previously Paid
in Connection
with Unsold
Securities to
be Carried
Forward
|
|
Newly Registered Securities | ||||||||||||
Fees to be Paid | Equity | Common Stock, including preferred stock purchase rights, par value $0.0001 per share | Rule 457(o) | |||||||||
Equity | Preferred Stock, par value $0.0001 per share, and any American Depositary Shares representing Preferred Stock(5) | Rule 457(o) | ||||||||||
Debt | Debt Securities | Rule 457(o) | ||||||||||
Other | Warrants | Rule 457(o) | ||||||||||
Other | Rights | Rule 457(o) | ||||||||||
Other | Units | Rule 457(o) | ||||||||||
Unallocated (Universal) Shelf | Rule 457(o) | $500,000,000 | (3) | $500,000,000 | 0.00014760 | $73,800.00 | ||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Total Offering Amounts | $500,000,000 | $73,800.00 | ||||||||||
Total Fees Previously Paid | N/A | |||||||||||
Total Fee Offsets(6) | $62,102.51 | |||||||||||
Net Fee Due | $11,697.49 |
(1) | There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. Rights to purchase preferred stock initially will trade together with the common stock. The value attributable to the rights, if any, will be reflected in the price of the common stock. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. |
(2) | In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies. |
(3) | The proposed maximum aggregate offering price of each class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to Instruction 2.A.iii.b of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form F-3 under the Securities Act. |
(4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act with respect to the securities to be sold by the Registrant. |
(5) | Preferred stock may be represented by American Depositary Shares. American Depositary Shares issuable on deposit of any preferred stock registered hereby will also be registered pursuant to a separate Registration Statement on Form F-6. |
(6) | Pursuant to its Registration Statement on Form F-3 (File No. 333-254266, declared effective on March 25, 2021 (the “Prior Registration Statement”)), the Registrant previously registered such indeterminate number of securities of each of identified class as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. The identified classes of securities registered pursuant to the Prior Registration Statement were (a) Common Stock, including preferred stock purchase rights, par value $0.0001 per share; (b) Preferred Stock, par value $0.0001 per share, and any American Depositary Shares representing Preferred Stock; (c) Debt Securities; (d) Warrants; (e) Rights; and (f) Units. $500,000,000 of the securities registered pursuant to the Prior Registration Statement remain unsold at the termination of the offering contemplated by such registration statemen, leaving $62,102.51 in previously paid fees available for future offset. Pursuant to Rule 457(p) of the Securities Act, the Registrant is using $62,102.51 of the previously paid and unused fees to offset the registration fees required in connection with this registration statement. |
Table 2: Fee Offset Claims and Sources
Registrant or
Filer Name
|
Form
or
Filing
Type
|
File
Number
|
Initial
Filing
Date
|
Filing
Date
|
Fee
Offset
Claimed
|
Security Type Associated
with Fee
Offset
Claimed
|
Security Title Associated
with Fee
Offset
Claimed
|
Unsold Securities Associated
with Fee
Offset
Claimed
|
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
|
Fee Paid
with Fee
Offset
Source
|
|
Rule 457(p) | |||||||||||
Fee Offset Claims | Costamare Inc. | F-3 | 333-254266 | March 25, 2021 | $62,102.51 | Unallocated (Universal) Shelf | (1) | (1) | $500,000,000 | ||
Fee Offset Sources | Costamare Inc. | F-3 | 333-223392 | March 2, 2018 | $60,114.83 | ||||||
Fee Offset Sources | Costamare Inc. | F-3 | 333-214268 | October 27, 2016 | $1,987.68 |
(1) | In connection with the Prior Registration Statement, the Registrant, pursuant to Rule 457(p) of the Securities Act, offset $62,102.51 of the registration fee required in connection with the Prior Registration Statement by (i) $60,114.83 previously paid by the Registrant in connection with its Registration Statement on Form F-3 (File No. 333-223392), declared effective on March 16, 2018, all of which securities registered pursuant to such registration statement remain unsold at the termination of the offering contemplated by such registration statement and (ii) $1,987.68 previously paid by the Registrant in connection with its registration statement Form F-3 (File No. 333-214268), declared effective on November 7, 2016, $17,150,000 of which remain unsold at the termination of the offering contemplated by such registration statement. |
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