Form 8K Current Report
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): February 14, 2007
GENCO
SHIPPING & TRADING LIMITED
(Exact
Name of Registrant as Specified in Charter)
|
Republic
of the Marshall Islands
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000-28506
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98-043-9758
|
|
(State
or Other Jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
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299
Park Avenue
20th
Floor
(Address
of Principal Executive Offices)
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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)
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))
On
February 14, 2007, Genco Shipping & Trading Limited (the “Company”) entered
into an Underwriting Agreement (the “Underwriting Agreement”) with a shareholder
of the Company, Fleet Acquisition LLC (the “Selling Shareholder”), Morgan
Stanley & Co. Incorporated ("Morgan Stanley") and Bear, Stearns &
Co. Inc., as representatives for the several underwriters referred to in the
Underwriting Agreement (collectively, the “Underwriters”), pursuant to which the
Selling Shareholder will sell to the Underwriters an aggregate of 4,200,000
shares of common stock, par value $0.01 per share (“Common Stock”) of the
Company for a purchase price of $29.2704 per share (the “Purchase Price”), which
reflects a price to the public of $30.73 per share less underwriting discounts
and commisions of $1.4596 per share. The Selling Shareholder has also granted
the Underwriters an option to purchase up to an aggregate of 630,000 additional
shares of Common Stock at a price per share equal to the Purchase Price to
cover
over-allotments made in connection with the offering. The option will expire
30
days from February 14, 2007. These numbers of shares represent an increase
from
4,000,000 to 4,200,000 in the number of shares to be sold by the Selling
Shareholder, and an increase from 600,000 to 630,000 in number of shares
subject to the over-allotment option, based on the original numbers of
such shares referenced in a preliminary prospectus supplement filed by the
Company with the Securities and Exchange Commission (the "SEC") on February
8, 2007. 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 February 14, 2007 (the “Prospectus
Supplement”).
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 February 20, 2007.
In
connection with the Underwriting Agreement, the parties have agreed to an
exception to the agreement of Peter C. Georgiopoulos, the Company’s Chairman,
not to pledge or sell any shares of Common Stock for a period ending 45
days after the date of the Prospectus Supplement. Under this exception, Mr.
Georgiopoulos will be permitted to make a pledge of any of his shares of Common
Stock to Morgan Stanley or an affiliate thereof pursuant to a bona fide
pledge arrangement, and Morgan Stanley or such affiliate, as lender in
connection with such pledge arrangement, may sell such shares.
The
Underwriting Agreement is filed as an exhibit with this Current Report and
is
incorporated by reference into the Registration Statement.
Item
8.01 Other
Events.
In
connection with the sale by the Selling Shareholder of the Common Stock, as
described in response to Item 1.01 of this Current Report, the following
exhibits are filed with this Current Report and are incorporated by reference
into the Registration Statement: (1) the opinion of Reeder & Simpson P.C. as
to the legality of the shares of Common Stock being sold by the Selling
Shareholder; and (2) 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 Financial
Statements and Exhibits.
(d) Exhibits
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1.1
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Underwriting
Agreement dated February 14, 2007 by and among the Company, Fleet
Acquisition LLC and the Underwriters.
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5.1 |
Opinion
of Reeder & Simpson P.C., as to the legality of the shares of Common
Stock being sold by the Selling
Shareholder.
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99.1 |
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:
February
14, 2007
/s/ Robert Gerald Buchanan
Robert Gerald Buchanan
President
EXHIBIT
INDEX
Exhibit
No.
Description
1.1 Underwriting
Agreement dated February 14, 2007 by and among the Company, Fleet Acquisition
LLC and the Underwriters.
5.1 Opinion
of Reeder & Simpson P.C., as to the legality of the shares of Common Stock
being sold by the Selling Shareholder.
99.1 Information
relating to Part II, Item 14. “Other Expenses of Issuance and Distribution” of
the Registration Statement.