kl09021.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): September 11,
2007
GENCO
SHIPPING & TRADING LIMITED
(Exact
Name of Registrant as Specified in Charter)
Republic
of the Marshall Islands
|
000-28506
|
98-043-9758
|
(State
or Other Jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
299
Park Avenue
20th
Floor
(Address
of Principal Executive Offices)
|
|
10171
(Zip
Code)
|
Registrant’s
telephone number, including area code: (646) 443-8550
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation
FD Disclosure.
The
Company disclosed the following information today:
·
|
To
date, the Company has accumulated ownership of 18.2% of the outstanding
stock of Jinhui Shipping and Transportation
Limited.
|
·
|
The
Company has updated certain of its pro forma financial information
as of
June 30, 2007 as follows:
|
Selected
Financial Information
Updated
Pro Forma 06/30/07*
(Dollars
in thousands)
Balance
Sheet
|
|
Liquidity
Position
|
|
Cash
|
|
$ |
39,258
|
|
Revolving
Credit Facility
|
|
$ |
1,377,000
|
|
Debt
|
|
$ |
720,083
|
|
Undrawn
Facilities
|
|
$ |
656,917
|
|
Shareholders’
Equity
|
|
$ |
370,974
|
|
Cash
|
|
$ |
39,258
|
|
Net
Debt**
|
|
$ |
680,825
|
|
|
|
|
|
|
Capitalization,
net of cash
|
|
$ |
1,051,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Debt / Capitalization, net of cash
|
|
|
65 |
% |
Total
Liquidity
|
|
$ |
696,175
|
|
Pro
Forma Reconciliation
06/30/07
(Dollars
in thousands)
06/30/07
Actual
|
|
|
Adjustment*
|
|
|
06/30/07
Pro
Forma
|
|
Cash
|
|
$ |
67,798
|
|
|
$ |
(28,540 |
) |
|
$ |
39,258
|
|
Debt
|
|
$ |
283,233
|
|
|
|
436,850
|
|
|
$ |
720,083
|
|
Net
Debt**
|
|
$ |
215,435
|
|
|
|
-
|
|
|
$ |
680,825
|
|
Shareholders’
Equity
|
|
$ |
387,814
|
|
|
$ |
(16,840 |
) |
|
$ |
370,974
|
|
Capitalization,
net of cash
|
|
$ |
603,249
|
|
|
|
-
|
|
|
$ |
1,051,799
|
|
Net
Debt & Total Capitalization Reconciliation
Pro
Forma 06/30/07*
(Dollars
in thousands)
06/30/07
|
|
Pro
Forma Debt
|
|
$ |
720,083
|
|
Less: Pro
Forma Cash*
|
|
$ |
39,258
|
|
Pro
Forma Net Debt**
|
|
$ |
680,825
|
|
|
|
|
|
|
Plus: Pro
Forma Shareholders’ Equity*
|
|
$ |
370,974
|
|
Pro
Forma Capitalization, net of cash
|
|
$ |
1,051,799
|
|
*
June
30, 2007 pro forma balance sheet information takes into effect the Company’s payment
of
dividends of $16.84 million on August 31, 2007 to all shareholders of record
as
of August 17, 2007, the drawdown of $178.25 million on July 24, 2007 related
to
the deposits on the 9 Capesize vessel acquisition, the drawdown of $225 million
for the payment of 90% of the price for the Genco Augustus, and Genco Tiberius,
the two vessels delivered during
the
third
quarter of 2007, the drawdown of $33.6 million on August 14, 2007 for the
deposit of the Evalend 6 vessel acquisition and the use of $11.7 million in
cash
for the purchase of 1,116,500 of additional Jinhui shares. We believe this
information provides investors with a better understanding of our financial
position.
**Net
debt is calculated as debt minus cash.
·
|
The
Company has updated information on its estimated payment schedule
for
vessels it has agreed to acquire as
follows:
|
Vessel
Name
|
Expected
Delivery(1)
|
Deposit
% of Purchase Price
|
Deposit
Payment (2)
|
Payment
on Delivery
|
Total
Price
|
Genco
London
|
Q4
2007
|
15%
|
$18,750
|
$106,250
|
$125,000
|
Genco
Titus
|
Q4
2007
|
15%
|
18,750
|
106,250
|
125,000
|
Genco
Constantine
|
Q2
2008
|
15%
|
19,350
|
109,650
|
129,000
|
Genco
Hadrian
|
Q4
2008
|
20%
|
24,200
|
96,800
|
121,000
|
Genco
Commodus
|
Q2
2009
|
20%
|
24,200
|
96,800
|
121.000
|
Genco
Maximus
|
Q2
2009
|
20%
|
24,000
|
96,000
|
120,000
|
Genco
Claudius
|
Q3
2009
|
20%
|
24,000
|
96,000
|
120,000
|
|
|
|
|
|
|
Genco
Predator
|
Q4
2007
|
10%
|
6,575
|
59,175
|
65,750
|
Genco
Warrior
|
Q4
2007
|
10%
|
6,575
|
59,175
|
65,750
|
Genco
Hunter
|
Q4
2007
|
10%
|
7,100
|
63,900
|
71,000
|
Genco
Charger
|
Q4
2007
|
10%
|
4,500
|
40,500
|
45,000
|
Genco
Challenger
|
Q4
2007
|
10%
|
4,200
|
37,800
|
42,000
|
Genco
Champion
|
Q4
2007
|
10%
|
4,650
|
41,850
|
46,500
|
Total:
|
|
|
$186,850
|
$1,010,150
|
$1,197,000
|
(1)
|
Estimated
based on guidance from the sellers and respective
shipyards.
|
(2)
|
Payable
following execution of all definitive documentation for the purchase
of
the relevant vessel.
|
“Safe
Harbor” Statement Under the Private Securities Litigation Reform Act of
1995
The
information set forth in this Item 7.01 contains forward-looking statements
made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward looking statements are based on management’s
current expectations and observations. Included among the factors that, in
our
view, could cause actual results to differ materially from the forward looking
statements contained in the Exhibit are the following: (i) changes in
demand or rates in the drybulk shipping industry; (ii) changes in the supply
of
or demand for drybulk products, generally or in particular regions; (iii)
changes in the supply of drybulk carriers including newbuilding of vessels
or
lower than anticipated scrapping of older vessels; (iv) changes in rules and
regulations applicable to the cargo industry, including, without limitation,
legislation adopted by international organizations or by individual countries
and actions taken by regulatory authorities; (v) increases in costs and expenses
including but not limited to: crew wages, insurance, provisions, repairs,
maintenance and general and administrative expenses; (vi) the adequacy of our
insurance arrangements; (vii) changes in general domestic and international
political conditions; (viii) changes in the condition of the Company’s vessels
or applicable maintenance or regulatory standards (which may affect, among
other
things, our anticipated drydocking or maintenance and repair costs) and
unanticipated drydock expenditures; (ix) the number of offhire days needed
to
complete repairs on vessels and the timing and amount of any reimbursement
by
our insurance carriers
for
insurance claims including offhire days; (x) the Company’s acquisition or
disposition of vessels; (xi) the fulfillment of the closing conditions under
the
Company’s agreement to acquire the remaining seven Metrostar drybulk vessels;
(xii) the fulfillment of the closing conditions under the Company’s agreement to
sell the Genco Commander; (xiii) the fulfillment of the closing conditions
under
the Company’s agreements to acquire the six Evalend drybulk vessels; and other
factors listed from time to time in our public filings with the Securities
and
Exchange Commission including, without limitation, the Company’s Annual Reports
on Form 10-K for the year ended December 31, 2006 and its reports on Form 8-K
and 10-Q.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Genco Shipping
&
Trading Limited has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENCO
SHIPPING &
TRADING LIMITED
DATE: September
11, 2007
/s/
John
C.
Wobensmith
John C. Wobensmith
Chief
Financial
Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer)