kl09061.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 26, 2007
GENCO
SHIPPING & TRADING LIMITED
(Exact
Name of Registrant as Specified in Charter)
Republic
of the Marshall Islands
|
000-28506
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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)
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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)
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r |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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r |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Entry
into a Material Definitive
Agreement.
|
On
September 26, 2007, Genco Shipping & Trading Limited, a Marshall Islands
company (the “Company”), and Fleet Acquisition LLC, a Marshall Islands company
and a stockholder of the Company (the “Selling Shareholder”), entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Bear, Stearns &
Co. Inc. and Jefferies & Company, Inc., as representatives for the several
underwriters referred to in the Underwriting Agreement (collectively, the
“Underwriters”), pursuant to which the Company and the Selling Shareholder will
sell to the Underwriters an aggregate of 4,055,000 shares of common stock,
par
value $0.01 per share, of the Company (the “Common Stock”), of which 3,208,955
shares are to be sold by the Company and 846,045 shares are to be sold by the
Selling Shareholder, for a purchase price of $63.8175 per share (the “Purchase
Price”), which reflects a price to the public of $67.00 per share less
underwriting discounts and commissions of $3.1825 per
share. For purposes of covering over-allotments, the Company has
granted the Underwriters the right to purchase up to an additional 149,254
shares of Common Stock and the Selling Shareholder has granted the Underwriters
the right to purchase up to an additional 256,246 shares of Common Stock, for
an
aggregate of up to an additional 405,500 shares and in each case, at a price
per
share equal to the Purchase Price. The Underwriters have 30 days from
September 26, 2007 to exercise this option. If the Underwriters
exercise this right for less than all of the additional shares, then the
additional shares shall be purchased first from the Company before any
additional shares are purchased from the Selling Shareholder. The
Company will not receive any proceeds from the sale of the shares of Common
Stock by the Selling Shareholder.
The
shares are being sold pursuant to the Company’s shelf registration statement on
Form S-3 (Reg. No. 333-140158) (the “Registration Statement”), which was
declared effective by the SEC on February 7, 2007, as supplemented by the
Company’s prospectus supplement dated September 26, 2007.
The
Underwriting Agreement contains customary representations, warranties,
conditions to closing, indemnification rights and obligations of the
parties. The closing is expected to occur and delivery of the shares
is expected to be made on or about October 2, 2007.
The
Underwriting Agreement is filed as an exhibit with this Current
Report.
Item
7.01 Regulation FD Disclosure
On
September 21, 2007, the Company filed an Amendment No. 1 to Current Report
on
Form 8-K with the SEC to reflect that the estimated delivery date for the
Capesize vessel to be named the Genco London is the fourth quarter of
2007. Based on information recently obtained by the Company, the
Company understands that such vessel may be delivered as early as September
28,
2007.
“Safe
Harbor” Statement Under the Private Securities Litigation Reform Act of
1995
The
information set forth in the second sentence of Item 7.01 contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. This forward
looking statement is based on management’s current
expectations. Included
among the factors that, in our view, could cause actual results to differ
materially from that forward looking statement are the fulfillment of the
closing conditions under Genco’s agreement to acquire the Genco London and other
factors listed from time to time in our public filings with the Securities
and
Exchange Commission including, without limitation, Genco’s Annual Reports on
Form 10-K for the year ended December 31, 2006 and Genco’s reports on Forms 8-K
and 10-Q.
In
connection with the sale by the Company and the Selling Shareholder of the
Common Stock, as described in Item 1.01 of this Current Report, the following
exhibits are filed with this Current Report: (1) the opinion of
Reeder & Simpson, P.C. as to the legality of the shares of Common Stock
being sold by the Company and the Selling Shareholder; (2) the opinion of Reeder
& Simpson, P.C. as to certain tax matters; (3) the opinion of Kramer Levin
Naftalis & Frankel LLP as to certain tax matters; and (4) certain
information relating to Part II, Item 14. “Other Expenses of Issuance and
Distribution” of the Registration Statement (Exhibit 99.1 to this Current
Report).
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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1.1
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Underwriting
Agreement dated September 26, 2007 by and among the Company, Fleet
Acquisition LLC, Bear, Stearns & Co. Inc. and Jefferies & Company,
Inc.
|
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5.1
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Opinion
of Reeder & Simpson P.C., Marshall Islands counsel for the Company, as
to the legality of the shares of Common Stock being sold by the Company
and the Selling Shareholder.
|
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8.1
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Opinion
of Reeder & Simpson P.C., Marshall Islands counsel for the Company, as
to certain tax matters.
|
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8.2
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Opinion
of Kramer Levin Naftalis & Frankel LLP, United States tax counsel for
the Company, as to certain tax
matters.
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99.1
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Information
relating to Part II, Item 14. “Other Expenses of Issuance and
Distribution” of the Registration
Statement.
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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
27, 2007
/s/
John C.
Wobensmith
John
C.
Wobensmith
|
Chief
Financial Officer, Principal
Accounting
Officer, Secretary and Treasurer
(Principal
Financial and Accounting Officer)
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EXHIBIT
INDEX
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1.1
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Underwriting
Agreement dated September 26, 2007 by and among the Company, Fleet
Acquisition LLC, Bear, Stearns & Co. Inc. and Jefferies & Company,
Inc.
|
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5.1
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Opinion
of Reeder & Simpson P.C., Marshall Islands counsel for the Company, as
to the legality of the shares of Common Stock being sold by the Company
and the Selling Shareholder.
|
|
8.1
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Opinion
of Reeder & Simpson P.C., Marshall Islands counsel for the Company, as
to certain tax matters.
|
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8.2
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Opinion
of Kramer Levin Naftalis & Frankel LLP, United States tax counsel for
the Company, as to certain tax
matters.
|
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99.1
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Information
relating to Part II, Item 14. “Other Expenses of Issuance and
Distribution” of the Registration
Statement.
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