UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
July 16, 2007
QUINTANA MARITIME LIMITED
(Exact name of registrant as specified in its charter)
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| Marshall Islands | | 000-51412 | | 98-0454094 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
Quintana Maritime Limited
c/o Quintana Management LLC
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece
(Address of principal executive office)
011-30-210-898-6820
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On July 16, 2007, Quintana Maritime Limited and certain of its shipowning subsidiaries (collectively, the “Company”) executed memoranda of agreement and bareboat charters in connection with a sale and lease-back of seven of its Panamax vessels. The Company has agreed to sellCoal Glory,Iron Man, andLinda Leah to three Norwegian partnerships managed by Glitnir Marine Finance AS (collectively, “Glitnir”) andCoal Age,Fearless I,Barbara,Coal Age andKing Coal to two German partnerships managed by KG Allgemeine Leasing GmbH & Co. (collectively, “KGAL,” and, together with Glitnir, the “Buyers”) for aggregate gross proceeds of $253.5 million, before a 1.5% arrangement fee to be paid to an affiliate of Glitnir. Under the bareboat charters, the Company has agreed to lease the vessels back from the Buyers for a period of 8 years. The sales prices and daily charterhire of each of the vessels is as follows:
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| | | | | | | | | Daily Charterhire, Net |
Vessel | | Year Built | | Sales Price | | Buyer | | Years 1-7 | | Year 8 |
Coal Glory | | 1995 | | $ | 34,500,000 | | Glitnir | | $ | 12,250 | | $ | 12,000 |
Iron Man | | 1997 | | | 36,500,000 | | Glitnir | | | 12,950 | | | 12,000 |
Linda Leah | | 1997 | | | 36,500,000 | | Glitnir | | | 12,950 | | | 12,000 |
Fearless I | | 1997 | | | 36,500,000 | | KGAL | | | 12,950 | | | 12,000 |
Barbara | | 1997 | | | 36,500,000 | | KGAL | | | 12,950 | | | 12,000 |
Coal Age | | 1997 | | | 36,500,000 | | KGAL | | | 12,950 | | | 12,000 |
King Coal | | 1997 | | | 36,500,000 | | KGAL | | | 12,950 | | | 12,000 |
Total | | | | $ | 253,500,000 | | | | | | | | |
Quintana deliveredCoal Glory,Iron Man, andLinda Leah to Glitnir on July 20, 2007 and received gross proceeds of $107.5 million before payment of the arrangement fee of $1,612,500 to an affiliate of Glitnir. The Company expects to deliver the remaining vessels to KGAL on or about July 25, 2007.
Under the terms of the bareboat charters that have been entered into between the Company and the Buyers, the Company will retain operational control through its ship-management subsidiary, Quintana Management LLC, which will conduct commercial and technical management of the vessels for the term of the charters. The Company has assigned certain insurances with respect to the leased vessels to the Buyers’ lenders, DvB Bank AG (with respect to the vessels sold to Glitnir) and Commerzbank AG (with respect to the vessels sold to KGAL). The bareboat charters contain customary terms and conditions, including terms that allocate most of the liabilities associated with the ownership and operation of the vessels, including dry-docking costs and continuing hire obligations when the vessel is unavailable, to the Company in its capacity as bareboat charterer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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QUINTANA MARITIME LIMITED |
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By: | | /s/ Steve Putman |
| | Steve Putman |
| | Vice President and General Counsel |
Dated: July 20, 2007
