Other
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Seaspan Corporation
(Name of Subject Company (Issuer))
Seaspan Corporation
(Names of Filing Persons (Issuer and Offeror))
Class A Common Shares, $0.01 par value
(Title of Class of Securities)
Y75638109
(CUSIP Number of Class of Securities)
Sai W. Chu
Unit 2, 7th Floor, Bupa Centre
141 Connaught Road West
Hong Kong
China
Telephone: +852 (2540) 1686
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
David Matheson
Perkins Coie LLP
1120 NW Couch Street, Tenth Floor
Portland, Oregon 97209
Telephone: (503) 727-2144
Facsimile: (503) 346-2144
CALCULATION OF FILING FEE
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| Transaction Valuation (1) | Amount of Filing Fee (2) | |
| $169,500,000 | $19,425 | |
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| (1) | The transaction value is estimated only for purposes of calculating the filing fee. This amount assumes the purchase of 11,300,000 Class A common shares, $0.01 par value, at $15.00 per share. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No. 3 for fiscal year 2012, equals $114.60 per $1,000,000 of the value of the transaction. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $17,190 | Filing Party: Seaspan Corporation | |
| Form or Registration No.: Schedule TO | Date Filed: December 13, 2011 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
INTRODUCTION
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on December 13, 2011, as amended and supplemented by Amendment No. 1 filed with the SEC on December 27, 2011 and Amendment No. 2 filed with the SEC on January 4, 2012 (as amended, the “Schedule TO”), and relates to the offer by Seaspan Corporation, a Republic of The Marshall Islands corporation (“Seaspan,” the “Company” or “our”), to purchase up to 10,000,000 of its Class A common shares, $0.01 par value per share (the “Shares”), at a price of $15.00, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 13, 2011 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were previously filed on Schedule TO dated December 13, 2011 as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented from time to time, constitute the “Offer”).
This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as amended.
All information in the Offer is expressly incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof.
On January 12, 2012, Seaspan issued a press release announcing the preliminary results of the Offer, which expired at 12:00 midnight, New York City time, on Wednesday, January 11, 2012. The press release also announces that the total number of shares expected to be purchased in the Offer includes an additional 1,300,000 shares purchased pursuant to Seaspan’s right to increase the number of shares purchased by no more than 2 percent of its outstanding shares, without amending or extending the Offer. A copy of such press release is filed herewith as Exhibit (a)(5)(iii) and is incorporated herein by reference.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| (a)(5)(iii) | Press Release, dated January 12, 2012. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| SEASPAN CORPORATION | ||
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/s/ S AI W. C HU |
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| Name: | Sai W. Chu | |
| Title: | Chief Financial Officer | |
Date: January 12, 2012
Index to Exhibits
|
Exhibit Number |
Description |
|
|
(a)(1)(i) |
Offer to Purchase, dated December 13, 2011.* | |
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(a)(1)(ii) |
Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).* | |
|
(a)(1)(iii) |
Notice of Guaranteed Delivery.* | |
|
(a)(1)(iv) |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* | |
|
(a)(1)(v) |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* | |
|
(a)(5)(i) |
Press Release, dated December 13, 2011.* | |
|
(a)(5)(ii) |
Summary Advertisement, dated December 13, 2011.* | |
|
(a)(5)(iii) |
Press Release, dated January 12, 2012. | |
|
(b) |
None. | |
|
(d)(1) |
Seaspan Corporation Stock Incentive Plan (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 20-F (File No. 1-32591), filed with the SEC on March 17, 2006). | |
|
(d)(2) |
First Amendment to Seaspan Corporation Stock Incentive Plan, effective October 23, 2010 (incorporated herein by reference to Exhibit 4.7 to the Company’s Form 20-F (File No. 1-32591), filed with the SEC on March 30, 2011). | |
|
(d)(3) |
Amended and Restated Executive Employment Agreement between Seaspan Ship Management Ltd. and Gerry Wang, dated March 14, 2011 (incorporated herein by reference to Exhibit 4.5 to Form 6-K (File No. 1-32591), filed with the SEC on March 14, 2011). | |
|
(d)(4) |
Employment Agreement between Graham Porter and Seaspan Advisory Services Limited (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 (File No. 333-126762), filed with the SEC on July 21, 2005). | |
|
(d)(5) |
Form of Indemnification Agreement between Seaspan Corporation and each of Kyle Washington, Gerry Wang, Kevin M. Kennedy, David Korbin, Peter Shaerf, Peter Lorange, Milton K. Wong, Barry R. Pearl, Sai W. Chu, Christa L. Scowby, Ken Low and John Hsu (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form F-1 (File No. 333-126762), filed with the SEC on July 21, 2005). | |
|
(d)(6) |
Executive Employment Agreement between Seaspan Corporation and Gerry Wang, dated March 14, 2011 (incorporated herein by reference to Exhibit 4.4 to Form 6-K (File No. 1-32591), filed with the SEC on March 14, 2011). | |
|
(d)(7) |
Transaction Services Agreement between Seaspan Corporation and Gerry Wang, dated March 14, 2011 (incorporated herein by reference to Exhibit 4.6 to Form 6-K (File No. 1-32591), filed with the SEC on March 14, 2011). | |
| (d)(8) | Graham Porter Letter Agreement, dated March 14, 2011 (incorporated herein by reference to Exhibit 4.9 to Form 6-K (File No. 1-32591), filed with the SEC on March 14, 2011). | |
| (d)(9) | Registration Rights Agreement by and among Seaspan Corporation and the investors named therein dated August 8, 2005 (incorporated herein by reference to Exhibit 10.1 to the Company’s Amendment No. 2 to Form F-1 (File No. 333-126762), filed with the SEC on August 4, 2005). | |
| (d)(10) | Registration Rights Agreement by and among Seaspan Corporation and the investors named therein dated January 30, 2009 (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 6-K (File No. 1-32591), filed with the SEC on February 2, 2009). | |
| (d)(11) | Form of Shareholders Rights Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Amendment No. 2 to Form F-1 (File No. 333-126762), filed with the SEC on August 4, 2005). | |
| (d)(12) | Amendment No. 1 to Shareholders Rights Agreement dated January 30, 2009 (incorporated herein by reference to Exhibit 10.2 to Form 6-K (File No. 1-32591), filed with the SEC on February 2, 2009.) | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed on Schedule TO dated December 13, 2011. |
Exhibit (a)(5)(iii)
| Seaspan Corporation | ||
| Unit 2, 7 th Floor, Bupa Centre | ||
| 141 Connaught Road West | ||
| Hong Kong, China | ||
| c/o 2600 – 200 Granville Street | ||
| Vancouver, BC | ||
| Canada V6C 1S4 | ||
| Tel: 604-638-2575 | ||
| Fax: 604-648-9782 | ||
| www.seaspancorp.com | ||
FOR IMMEDIATE RELEASE
SEASPAN ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER
HONG KONG, China, January 12, 2012 – Seaspan Corporation (NYSE:SSW) (“Seaspan”) today announced the preliminary results of its tender offer for the purchase of up to 10,000,000 of its Class A common shares at a price of $15.00 per share, which expired at 12:00 midnight, New York City time, on Wednesday, January 11, 2012.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 21,290,859 shares of Seaspan’s Class A common shares were properly tendered and not properly withdrawn, including 1,381,415 shares that were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Seaspan expects to accept for purchase 11,300,000 shares of its Class A common shares at a purchase price of $15.00 per share, for an aggregate cost of approximately $169.5 million, excluding fees and expenses relating to the tender offer. The total number of shares expected to be purchased in the tender offer includes an additional 1,300,000 shares purchased pursuant to Seaspan’s right to increase the number of shares purchased by no more than 2 percent of its outstanding shares, without amending or extending the tender offer.
The 11,300,000 shares expected to be purchased in the tender offer represent approximately 16 percent of Seaspan’s currently issued and outstanding shares of common stock. Based on these preliminary numbers, Seaspan anticipates that, following settlement of the tender offer, it will have approximately 58,367,460 common shares outstanding.
Due to the oversubscription of the tender offer, Seaspan expects that the number of shares that Seaspan will purchase from each tendering shareholder will be prorated. Based on the preliminary count, Seaspan estimates that the proration factor will be approximately 53 percent, subject to the impact of “odd lot” holders whose shares will be purchased on a priority basis.
The number of shares to be purchased and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the three trading-day settlement period. The final number of shares to be purchased and the final proration information will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter, which Seaspan currently expects to be on or about January 19, 2012.
Citigroup is the dealer manager for the tender offer. The information agent for the tender offer is Georgeson, Inc. Stockholders who have questions may call the information agent at (866) 821-0284. Banks and brokers may call (212) 440-9800.
About Seaspan
Seaspan is a leading independent charter owner of containerships, which it charters primarily pursuant to long-term, fixed-rate time charters to major container liner companies. Seaspan’s contracted fleet of 72 containerships consists of 65 containerships in operation and seven containerships scheduled for delivery through 2014. Seaspan’s operating fleet of 65 vessels has an average age of approximately five years and an average remaining charter period of approximately seven years. All of the seven vessels to be delivered to Seaspan are already committed to fixed-rate time charters between 10 and 12 years in duration from delivery. Seaspan’s customer base consists of nine of the world’s largest liner companies, including China Shipping Container Lines (Asia) Co., Ltd., Compania Sud Americana de Vapores S.A., COSCO Container Lines Co., Ltd., Hanjin Shipping Co., Ltd., Hapag-Lloyd USA, LLC, Kawasaki Kisen Kaisha Ltd., MSC Mediterranean Shipping Company S.A., Mitsui O.S.K. Lines, Ltd., and United Arab Shipping Company (S.A.G.).
Seaspan’s common shares are listed on The New York Stock Exchange under the symbol “SSW”.
Seaspan’s Series C Preferred Shares are listed on The New York Stock Exchange under the symbol “SSW PR C”.
Tender Offer Statement
This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell, any shares of Seaspan Class A common shares.
For Investor Relations Inquiries:
Mr. Sai W. Chu
Chief Financial Officer
Seaspan Corporation
Tel. 604-638-2575
For Media Inquiries:
Mr. Leon Berman
The IGB Group
Tel. 212-477-8438
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