Hermitage Offshore Services Ltd.
|
(Name of Issuer)
|
Common Shares, par value $0.01 per share
|
(Title of Class of Securities)
|
G4511M 108
|
(CUSIP Number)
|
Mr. Emanuele Lauro
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
with a copy to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
March 4, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Scorpio Offshore Investments Inc.
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
The Republic of the Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|||
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
3,567,931
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
||
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
3,567,931
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
3,567,931
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
11.4%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
||
|
Scorpio Offshore Holding Inc.
|
|
||
|
|
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
||
|
|
(a) [_]
|
||
|
|
(b) [X]
|
||
|
|
|
||
3.
|
SEC USE ONLY
|
|
||
|
|
|
||
|
|
|
||
4.
|
SOURCE OF FUNDS
|
|
||
|
|
|
||
|
WC
|
|
||
|
|
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
|
|
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
|
|
||
|
The Republic of the Marshall Islands
|
|
||
|
|
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|||
7.
|
SOLE VOTING POWER
|
|
||
|
|
|
||
|
0
|
|
||
|
|
|
||
8.
|
SHARED VOTING POWER
|
|
||
|
|
|
||
|
8,126,219
|
|
||
|
|
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
||
|
0
|
|
||
|
|
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
||
|
|
|
||
|
8,126,219
|
|
||
|
|
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
|
|
||
|
8,126,219
|
|
||
|
|
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
[_]
|
||
|
|
|
||
|
|
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
|
|
||
|
25.9%
|
|
||
|
|
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
||
|
CO
|
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
||
|
Scorpio Services Holding Limited
|
|
||
|
|
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
||
|
|
(a) [_]
|
||
|
|
(b) [X]
|
||
|
|
|
||
3.
|
SEC USE ONLY
|
|
||
|
|
|
||
|
|
|
||
4.
|
SOURCE OF FUNDS
|
|
||
|
|
|
||
|
WC
|
|
||
|
|
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
|
|
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
|
|
||
|
The Republic of the Marshall Islands
|
|
||
|
|
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|||
7.
|
SOLE VOTING POWER
|
|
||
|
|
|
||
|
0
|
|
||
|
|
|
||
8.
|
SHARED VOTING POWER
|
|
||
|
|
|
||
|
17,593,396
|
|
||
|
|
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
||
|
0
|
|
||
|
|
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
||
|
|
|
||
|
17,593,396
|
|
||
|
|
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
|
|
||
|
17,593,396
|
|
||
|
|
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
[_]
|
||
|
|
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
|
|
||
|
56.2%
|
|
||
|
|
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
||
|
|
|
||
|
CO
|
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
||
|
Scorpio Holdings Limited
|
|
||
|
|
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
||
|
|
(a) [_]
|
||
|
|
(b) [X]
|
||
|
|
|
||
3.
|
SEC USE ONLY
|
|
||
|
|
|
||
|
|
|
||
4.
|
SOURCE OF FUNDS
|
|
||
|
|
|
||
|
WC
|
|
||
|
|
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
|
|
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
|
|
||
|
The Republic of the Marshall Islands
|
|
||
|
|
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|||
7.
|
SOLE VOTING POWER
|
|
||
|
|
|
||
|
0
|
|
||
|
|
|
||
8.
|
SHARED VOTING POWER
|
|
||
|
|
|
||
|
17,593,396
|
|
||
|
|
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
||
|
0
|
|
||
|
|
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
||
|
|
|
||
|
17,593,396
|
|
||
|
|
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
|
|
||
|
|
|
||
|
17,593,396
|
|
||
|
|
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
[_]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
|
|
||
|
56.2%
|
|
||
|
|
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
||
|
|
|
||
|
CO
|
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
||
|
Culky Investments Inc.
|
|
||
|
|
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
||
|
|
(a) [_]
|
||
|
|
(b) [X]
|
||
|
|
|
||
3.
|
SEC USE ONLY
|
|
||
|
|
|
||
|
|
|
||
4.
|
SOURCE OF FUNDS
|
|
||
|
|
|
||
|
WC
|
|
||
|
|
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
|
|
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
|
|
||
|
The Republic of the Marshall Islands
|
|
||
|
|
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|||
7.
|
SOLE VOTING POWER
|
|
||
|
|
|
||
|
0
|
|
||
|
|
|
||
8.
|
SHARED VOTING POWER
|
|
||
|
|
|
||
|
8,126,219
|
|
||
|
|
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
||
|
0
|
|
||
|
|
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
||
|
|
|
||
|
8,126,219
|
|
||
|
|
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
|
|
||
|
8,126,219
|
|
||
|
|
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
[_]
|
||
|
|
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
|
|
||
|
25.9%
|
|
||
|
|
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
||
|
|
|
||
|
CO
|
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
||
|
Scorpio Services Holding Two Limited
|
|
||
|
|
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
||
|
|
(a) [_]
|
||
|
|
(b) [X]
|
||
|
|
|
||
3.
|
SEC USE ONLY
|
|
||
|
|
|
||
|
|
|
||
4.
|
SOURCE OF FUNDS
|
|
||
|
|
|
||
|
WC
|
|
||
|
|
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
|
|
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
|
|
||
|
The Republic of the Marshall Islands
|
|
||
|
|
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|||
7.
|
SOLE VOTING POWER
|
|
||
|
|
|
||
|
0
|
|
||
|
|
|
||
8.
|
SHARED VOTING POWER
|
|
||
|
|
|
||
|
11,694,150
|
|
||
|
|
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
||
|
0
|
|
||
|
|
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
||
|
|
|
||
|
11,694,150
|
|
||
|
|
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
|
|
||
|
11,694,150
|
|
||
|
|
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
[_]
|
||
|
|
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
|
|
||
|
37.3%
|
|
||
|
|
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
||
|
|
|
||
|
CO
|
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Emanuele Lauro
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Italy
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|||
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
||
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
25.9%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
IN
|
|
CUSIP No.
|
G4511M 108
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
Annalisa Lolli-Ghetti
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Italy
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
21,161,327
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
21,161,327
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
21,161,327
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
[_]
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
67.5%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
CUSIP No.
|
G4511M 108
|
|
|
Item 1.
|
Security and Issuer.
|
|
|
|
This Amendment No. 6 to the Schedule 13D that was originally filed on December 21, 2018 (and as thereafter amended on April 18, 2019, June 21,
2019, October 28, 2019, November 22, 2019, and December 20, 2019, the “Schedule 13D”) relates to the common stock, par value $0.01 per
share (the “Common Shares”), of Hermitage Offshore Services Ltd. (formerly Nordic American Offshore Ltd.), a corporation formed under the
laws of Bermuda (the “Issuer”), having its principal executive offices at LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda. As of
March 4, 2020, the Issuer had 31,330,232 Common Shares outstanding.
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Item 2.
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Identity and Background.
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Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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This Schedule 13D is being filed on behalf of the following:
Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Holdings”);
Scorpio Services Holding Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSH”), and a wholly-owned subsidiary of Scorpio Holdings;
Scorpio Services Holding Two Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSHT”);
Culky Investments Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“Culky”);
Scorpio Offshore Holding Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SOHI”), and a joint subsidiary of SSH, SSHT and Culky;
Scorpio Offshore Investments Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SOI”), and a wholly-owned subsidiary of SSHT;
Emanuele Lauro (“Mr. Lauro”),
the sole shareholder of Culky; and
Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings and SSHT (“Ms. Lolli-Ghetti”, and together with Scorpio Holdings, SSH, SSHT, Culky, SOHI, SOI, and Mr. Lauro, the “Reporting Persons”).
Ms. Lolli-Ghetti may be deemed the beneficial owner of 67.5% of the Issuer’s outstanding Common Shares; SOHI, Culky and Mr. Lauro may be deemed the
beneficial owners of 25.9% of the Issuer’s outstanding Common Shares; SOI may be deemed the beneficial owner of 11.4% of the Issuer’s outstanding Common Shares; SSHT may be deemed the beneficial owner of 37.3% of the Issuer’s outstanding
Common Shares; and Scorpio Holdings and SSH may be deemed the beneficial owners of 56.2% of the Issuer’s outstanding Common Shares.
The principal business of Scorpio Holdings is acting as a holding company for SSH and certain other companies. The principal business of SSH is the
provision of administrative services relating to the ownership and operation of vessels. The principal business of SOI, SOHI and Culky is investing in the offshore industry. The principal business of SSHT is investing in, owning and operating
(via subsidiaries) vessels, including offshore vessels.
The principal business address and principal office address of each of the Reporting Persons is 9, Boulevard Charles III, MC 98000, Monaco.
The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and controlling
persons of the Reporting Persons, other than Ms. Lolli-Ghetti for whom such information is provided elsewhere herein, (together, the “Principals”)
is set forth below.
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Name
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Principal Occupation and Employment(1)
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Citizenship
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Emanuele Lauro
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Director and Chief Executive Officer of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities
within the Scorpio group of companies, and Director and Secretary of SOHI.
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Italy
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Robert Bugbee
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Director and President of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within the Scorpio
group of companies, and Director of SOHI.
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Britain
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Cameron Mackey
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Director and Chief Operating Officer of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc. and other entities within the Scorpio group
of companies, and Chief Operating Officer of Scorpio Bulkers Inc.
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USA
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Filippo Lauro
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Director and Vice President of Scorpio Holdings, SSHT, SSH and other entities within the Scorpio group of companies, and Vice President of the
Issuer, Scorpio Bulkers Inc. and Scorpio Tankers Inc.
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Italy
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Brian Lee
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Chief Financial Officer of Scorpio Holdings, SSHT, SSH, Scorpio Tankers Inc. and other entities within the Scorpio group of companies.
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USA
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Rosada Guglielmi
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Director and Secretary of Culky, SOI and other entities within the Scorpio group of companies.
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Italy
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(1) The business address of the Principals, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within the Scorpio group of companies is
9, Boulevard Charles III, MC 98000, Monaco.
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The Reporting Persons, and, to the best of their knowledge, the Principals, have not, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
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The Reporting Persons, and, to the best of their knowledge, the Principals, have not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended to include the following:
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On January 14, 2020, SSH entered into a common stock purchase agreement with the Issuer, which provides the Issuer with an equity line of credit of
up to $15 million that is exercisable at the Issuer’s option in exchange for Common Shares, at a price per share of 0.94 multiplied by the then prevailing 5-day trailing Volume Weighted Average Price (the “2020 Equity Line of Credit”). On March 4, 2020, in connection with the Issuer’s exercise of a portion of the 2020 Equity Line of Credit, SSH directly acquired
5,668,317 Common Shares at $0.88210 per share. SSH used funds from working capital for the purchase of these Common Shares.
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Item 4.
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Purpose of Transaction.
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There are no material changes to the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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(a, b)
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As of the date of this filing:
Ms. Lolli-Ghetti may be deemed the beneficial owner of 21,161,327 Common Shares, representing approximately 67.5% of the Issuer’s outstanding
Common Shares. Ms. Lolli-Ghetti has the shared power to vote and dispose of these Common Shares.
SSHT may be deemed the beneficial owner of 11,694,150 Common Shares, representing approximately 37.3% of the Issuer’s outstanding Common Shares.
SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
Scorpio Holdings and SSH may be deemed the beneficial owners of 17,593,396 Common Shares, representing approximately 56.2% of the Issuer’s
outstanding Common Shares. Scorpio Holdings, SSH and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
SOHI, Culky and Mr. Lauro may be deemed the beneficial owners of 8,126,219 Common Shares, representing approximately 25.9% of the Issuer’s
outstanding Common Shares. SOHI, SSH, Culky, Scorpio Holdings, Mr. Lauro, SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
SOI may be deemed the beneficial owner of 3,567,931 Common Shares, representing approximately 11.4% of the Issuer’s outstanding Common Shares. SOI,
SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
As of the date of this filing, the Principals (other than Mr. Lauro for whom such information is provided elsewhere herein) may be deemed to be the
beneficial owners of an aggregate of 100,000 Common Shares with the sole power to vote and dispose of the Common Shares that each Principal respectively owns.
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(c)
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To the best of the Reporting Persons’ knowledge, transactions in the Common Shares effected by the Reporting Persons during the past 60 days are
set forth on Exhibit A to this Amendment No. 6 to the Schedule 13D.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any
of the Common Shares beneficially owned by the Reporting Persons or the Principals.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Except as described in Item 3 herein, there are no material changes to the Schedule 13D.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit I – Common Stock Purchase Agreement, dated January 14, 2020 (2020 Equity Line of Credit) and Amendment No. 1 thereto, dated January 21,
2020.
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Date: March 6, 2020
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SCORPIO OFFSHORE INVESTMENTS INC.*
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By:
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/s/ Rosada Guglielmi
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Name:
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Rosada Guglielmi
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Title:
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Secretary
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SCORPIO OFFSHORE HOLDING INC.*
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By:
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/s/ Emanuele Lauro
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Name:
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Emanuele Lauro
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Title:
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Secretary
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SCORPIO SERVICES HOLDING LIMITED*
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By:
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/s/ Filippo Lauro
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Name:
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Filippo Lauro
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Title:
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Executive Chairman/Vice President
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SCORPIO HOLDINGS LIMITED*
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By:
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/s/ Filippo Lauro
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Name:
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Filippo Lauro
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Title:
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Executive Chairman/Vice President
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SCORPIO SERVICES HOLDING TWO LIMITED*
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By:
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/s/ Filippo Lauro
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Name:
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Filippo Lauro
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Title:
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Executive Chairman/Vice President
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CULKY INVESTMENTS INC.*
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By:
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/s/ Rosada Guglielmi
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Name:
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Rosada Guglielmi
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Title:
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Secretary
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EMANUELE LAURO*
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By:
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/s/ Emanuele Lauro
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Name:
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Emanuele Lauro
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ANNALISA LOLLI-GHETTI*
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By:
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/s/Annalisa Lolli-Ghetti
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Name:
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Annalisa Lolli-Ghetti
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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Date of
Transaction |
Number of Common Shares
Purchased/(Sold) |
Price per Common Share |
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March 4, 2020
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5,668,317
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$0.88210
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ARTICLE I PURCHASE AND SALE OF COMMON STOCK
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1
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Section 1.1
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Purchase and Sale of Stock
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1
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Section 1.2
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Effective Date; Settlement Dates
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1
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Section 1.3
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Reservation of Common Stock
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2
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ARTICLE II FIXED REQUEST TERMS
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2
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Section 2.1
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Fixed Request Notice
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2
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Section 2.2
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Discount Price
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3
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Section 2.3
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Share Calculation
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3
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Section 2.4
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Limitation of Fixed Requests
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3
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Section 2.5
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Reduction of Commitment
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3
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Section 2.6
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Below Floor Price
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4
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Section 2.7
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Purchaser Confirmation; Settlement
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4
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Section 2.8
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Agreed Reduction to Total Commitment
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4
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Section 2.9
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Blackout Periods
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4
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ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
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7
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Section 3.1
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Organization and Standing of the Investor
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7
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Section 3.2
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Authorization and Power
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7
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Section 3.3
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No Conflicts
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7
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Section 3.4
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Information
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8
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Section 3.5
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No Registration; Legend
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8
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Section 3.6
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Purchase for Investment
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8
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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9
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Section 4.1
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Organization, Good Standing and Power
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9
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Section 4.2
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Authorization, Enforcement
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9
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Section 4.3
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Capitalization
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9
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Section 4.4
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Issuance of Securities
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10
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Section 4.5
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No Conflicts
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10
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Section 4.6
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Commission Documents, Financial Statements
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11
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Section 4.7
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Subsidiaries
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12
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Section 4.8
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No Material Adverse Effect
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12
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Section 4.9
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No Undisclosed Liabilities
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12
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Section 4.10
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No Undisclosed Events or Circumstances
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12
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Section 4.11
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Indebtedness
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12
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Section 4.12
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Title To Assets
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13
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Section 4.13
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Actions Pending
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13
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Section 4.14
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Compliance With Law
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13
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Section 4.15
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Operation of Business
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14
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Section 4.16
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Environmental Compliance
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14
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Section 4.17
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Material Agreements
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15
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Section 4.18
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Transactions With Affiliates
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15
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Section 4.19
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Employees
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16
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Section 4.20
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Use of Proceeds
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16
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Section 4.21
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Investment Company Act Status
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16
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Section 4.22
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Taxes
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16
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Section 4.23
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Insurance
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17
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Section 4.24
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Listing and Maintenance Requirements; DTC Eligibility
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17
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Section 4.25
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Foreign Corrupt Practices Act
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17
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Section 4.26
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Money Laundering Laws
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17
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Section 4.27
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OFAC
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18
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Section 4.28
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Manipulation of Price
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18
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Section 4.29
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Acknowledgement Regarding Investor’s Acquisition of Securities
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18
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Section 4.30
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Foreign Private Issuer.
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18
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ARTICLE V COVENANTS
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19
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Section 5.1
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Securities Compliance
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19
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Section 5.2
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Registration and Listing
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19
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Section 5.3
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Compliance with Laws.
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20
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Section 5.4
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Selling Restrictions.
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21
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Section 5.5
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Non-Public Information
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21
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Section 5.6
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Registration rights
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21
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Section 5.7
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Disclosure Schedule.
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22
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ARTICLE VI CONDITIONS TO THE SALE AND PURCHASE OF THE SHARES
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22
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Section 6.1
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Conditions Precedent to the Obligation of the Company
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22
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Section 6.2
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Conditions Precedent to the Obligation of the Investor
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24
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ARTICLE VII TERMINATION
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25
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Section 7.1
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Term, Termination by Mutual Consent
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25
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Section 7.2
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Effect of Termination
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26
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ARTICLE VIII INDEMNIFICATION
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26
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Section 8.1
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General Indemnity.
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26
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Section 8.2
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Indemnification Procedures
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27
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ARTICLE IX MISCELLANEOUS
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28
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Section 9.1
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Fees and Expenses.
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28
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Section 9.2
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Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.
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29
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Section 9.3
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Entire Agreement; Amendment
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30
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Section 9.4
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Notices
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30
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Section 9.5
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Waivers
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31
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Section 9.6
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Headings; Construction
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32
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Section 9.7
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Successors and Assigns
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32
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Section 9.8
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Governing Law
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32
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Section 9.9
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Survival
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32
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Section 9.10
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Counterparts
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33
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Section 9.11
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Publicity
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33
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Section 9.12
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Severability
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33
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Section 9.13
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Third Party Beneficiaries
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33
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Section 9.14
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Further Assurances
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34
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If to the Company:
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Hermitage Offshore Services Ltd.
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LOM Building, 27 Reid Street
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Hamilton HM 11, Bermuda
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E-mail: investors@hermitage offshore.com
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Attention: Legal Department
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With a copy (which shall not constitute notice) to:
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Seward & Kissel LLP
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One Battery Park Plaza
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New York, NY 10004
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Telephone Number: (212) 574-1200
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Fax: (212) 480-8421
E-mail: horton@sewkis.com
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Attention: Edward Horton, Esq.
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If to the Investor:
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Scorpio Services Holding Limited
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9, Boulevard Charles III
MC 98000, Monaco
Fax: 377 9798 8346
Email: legal@scorpiogroup.net
Attention: Legal Department/General Counsel
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HERMITAGE OFFSHORE SERVICES LTD.
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By:
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/s/ Cameron Keyser Mackey
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Name:
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Cameron Keyser Mackey
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Title:
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Chief Operating Officer
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SCORPIO SERVICES HOLDING LIMITED
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By:
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/s/ Eleni Elpis Nassopoulou
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Name:
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Eleni Elpis Nassopoulou
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Title:
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General Counsel
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To:
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Fax#:
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E-mail:
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Fixed Amount Requested:
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______________________________________________ |
Trade Date:
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______________________________________________ |
Settlement Date:
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______________________________________________ |
Floor Price:
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______________________________________________ |
Dollar Amount of Common Stock Currently Available under the Aggregate Limit:
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______________________________________________ |
Dated: ______________________________________________
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By: ______________________________________________
Name: Title: |
Address:
Facsimile No. Email:
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By:
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Name:
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Title
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To:
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Fax#:
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E-mail:
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1) Fixed Amount Requested:
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______________________________________________ |
3) Total Number of Shares Purchased by the Investor[‘s nominee]:
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______________________________________________ |
4) Price per Share:
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______________________________________________ |
5) Fixed Request Amount*:
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______________________________________________ |
6) Net Fixed Request Amount:
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______________________________________________ |
7) Settlement Date
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______________________________________________ |
8) Dollar Amount of Common Stock Currently Available under the Aggregate Limit:
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______________________________________________ |
9) Name and registered address of the Investor’s nominee (if applicable):
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______________________________________________ |
Dated: ______________________________________________
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By: ______________________________________________
Name: Title: |
Address:
Facsimile No. Email:
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Dated: ______________________________________________
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By: ______________________________________________
Name: Title: |
Address:
Facsimile No. Email:
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By:
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Name:
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Title
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List of Subsidiaries of the Company
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Entity Name
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Jurisdiction of Organization
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AHTS Holdco Limited
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Bermuda
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Hermit Baron Shipping Company Limited
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Marshall Islands
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Hermit Brilliance Shipping Company Limited
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Marshall Islands
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CB Holdco Limited
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Bermuda
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Petro Craft 2017-1 Shipping Company Limited
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Marshall Islands
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Petro Craft 2017-2 Shipping Company Limited
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Marshall Islands
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Petro Craft 2017-3 Shipping Company Limited
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Marshall Islands
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Petro Craft 2017-4 Shipping Company Limited
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Marshall Islands
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Petro Craft 2017-5 Shipping Company Limited
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Marshall Islands
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Petro Craft 2017-7 Shipping Company Limited
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Marshall Islands
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Petro Craft 2017-8 Shipping Company Limited
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Marshall Islands
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Petro Combi 6030-01 Shipping Company Limited
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Marshall Islands
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Petro Combi 6030-02 Shipping Company Limited
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Marshall Islands
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Petro Combi 6030-03 Shipping Company Limited
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Marshall Islands
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Petro Combi 6030-04 Shipping Company Limited
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Marshall Islands
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Blue Power Limited
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Bermuda
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Delta Cistern V Limited
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Bermuda
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Hermit Storm Shipping Company Limited
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Marshall Islands
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Hermit Protector Shipping Company Limited
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Marshall Islands
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Hermit Thunder Shipping Company Limited
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Marshall Islands
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Hermit Viking Shipping Company Limited
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Marshall Islands
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Guardian Shipping Company Limited
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Marshall Islands
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Sierra Cistern V Limited
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Bermuda
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Hermit Galaxy Shipping Company Limited
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Marshal Islands
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Hermit Power Shipping Company Limited
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Marshall Islands
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Hermit Horizon Shipping Company Limited
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Marshall Islands
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Hermit Prosper Shipping Company Limited
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Marshall Islands
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Hermit Fighter Shipping Company Limited
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Marshall Islands
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Delta PSV Norway AS
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Norway
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NAO Norway AS
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Norway
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PSV Adminco 2019 LLC
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Delaware, USA
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(1) |
The Company and the Investor have previously entered into the Purchase Agreement dated January 14, 2020 (a copy of which is attached hereto as Exhibit I); and
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(2) |
The Company and the Investor have agreed to enter into this amendment no. 1 (the “Amendment
No. 1”) to amend certain terms of the Purchase Agreement.
|
1. |
With effect from the date hereof:
|
2. |
Subject only to the amendments contained in this Amendment No. 1, all terms and conditions of the Purchase Agreement remain unchanged and in full force and effect.
|
3. |
Section 9.8 (Governing Law) of the Purchase Agreement shall apply mutatis mutandis to this Amendment No. 1.
|
HERMITAGE OFFSHORE SERVICES LTD.
|
|||
By:
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/s/ Cameron Keyser Mackey
|
||
Name:
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Cameron Keyser Mackey
|
||
Title:
|
Chief Operating Officer
|
SCORPIO SERVICES HOLDING LIMITED
|
|||
By:
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/s/ Eleni Elpis Nassopoulou
|
||
Name:
|
Eleni Elpis Nassopoulou
|
||
Title:
|
General Counsel
|