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)