UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
| Danaos Corporation |
| (Name of Issuer) |
| Common Stock,par value $0.01 per share |
| (Title of Class of Securities) |
| Y1968P105 |
| (CUSIP Number) |
HSH Nordbank AG Gerhart-Haupmann-Platz 50 20095 Hamburg, Germany Tel: +49 40 3333-0 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| August 10, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. Y1968P105 | ||||||||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | |||||||
| HSH Nordbank AG | ||||||||
| 2. | Check the Appropriate Box if a Member of a Group | (a) [ ] | ||||||
| (b) [ ] | ||||||||
| 3. | SEC Use Only | |||||||
| 4. | Source of Funds (See Instructions): OO (See Item 3) | |||||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): | |||||||
| [ ] | ||||||||
| 6. | Citizenship or Place of Organization: Germany | |||||||
| Number of | 7. Sole Voting Power: | 43,942,485 | ||||||
| Shares Beneficially | 8. Shared Voting Power: | 0 | ||||||
| Owned by | ||||||||
| Each Reporting | 9. Sole Dispositive Power: | 43,942,485 | ||||||
| Person With | 10. Shared Dispositive Power | 0 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||||
| 43,942,485 | ||||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): | |||||||
| [ ] | ||||||||
| 13. | Percent of Class Represented by Amount in Row (11): 21.0% | |||||||
| 14. | Type of Reporting Person (See Instructions): BK | |||||||
Item 1. Security and Company
This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Danaos Corporation, a Marshall Islands corporation (the “Company”). The principal executive offices of the Company are located at 14 Akti Kondyli, 185 45 Piraeus, Greece.
| Item 2. | Identity and Background |
This Schedule 13D is being filed by HSH Nordbank AG, a corporation organized under the laws of the Federal Republic of Germany (the “Reporting Person”). The address of the principal place of business of the Reporting Person is Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany.
The principal business of the Reporting Person is to engage in corporate and private banking with a focus on owner-managed companies in the upper medium-sized German corporate segment, as well as real estate, project development, energy, infrastructure, maritime and other businesses.
The members and chairman of the Management Board (the “Board”) of the Reporting Person are set forth on Exhibit A annexed hereto. The address of the principal place of business of each such person is c/o HSH Nordbank AG, Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany.
The Free and Hanseatic City of Hamburg and the State of Schleswig Holstein, either directly or indirectly through HSH Finanzfonds AÖR, in the aggregate hold approximately 94.2% of the shares of HSH Beteiligungs Management (GmbH HoldCo) (all such entities, the “Indirect Share Owners”), which holds 94.9% of the shares of the Reporting Person.
Neither the Reporting Person nor any of its Board members has, during the last five years, been convicted in a criminal proceeding. Neither the Reporting Person nor any of its Board members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
On June 19, 2018, the Reporting Person entered into a Debt Refinancing Agreement with the Company and certain other parties named therein (the “Refinancing Agreement”). The Refinancing Agreement sets out the basis upon which the Company’s lenders (including the Reporting Person) have agreed to refinance the Company’s debt (the “Refinancing”).
The Refinancing Agreement contemplates that, in connection with the Refinancing, the Company will issue to certain of its lenders 99,342,271 shares of the Common Stock on the closing date of the Refinancing, such shares representing 47.5% of the Company’s then-outstanding Common Stock (the “Issuance”). In connection with the Issuance, the Reporting Person was issued 43,942,485 shares of the Common Stock. As a result of the foregoing, and as of the filing date of this Schedule 13D (the “Filing Date”), the Reporting Person beneficially owns 21.0% of the outstanding Common Stock.
The purchase price for the shares of the Common Stock obtained by the Reporting Person in connection with the Issuance was satisfied by the Reporting Person converting certain contractual rights and claims against the Company, to which the Reporting Person would otherwise be entitled, into shares of the Common Stock.
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities reported herein in the ordinary course of business in connection with certain indebtedness of the Company held by the Reporting Person. The Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Company, to dispose of, or cause to be disposed of, such securities at any time, or to formulate other purposes, plans or proposals regarding the Company or any of its securities, to the extent deemed advisable in light of the investment and trading determinations of the Reporting Person, market conditions and/or such other factors that the Reporting Person deems relevant.
Except as set forth herein, the Reporting Person does not have any plans or proposals that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Company |
As of the Filing Date, the Reporting Person owns 43,942,485 shares of the Common Stock. Thus, the Reporting Person beneficially owns 21.0% of the shares of the Common Stock of the Company deemed issued and outstanding.
The Reporting Person has the right to receive dividends from, and proceeds from the sale of, the shares of the Common Stock owned by it. The Reporting Person’s shareholders, including the Indirect Share Owners, have the right to participate indirectly in the receipt of dividends from, and proceeds from the sale of, such securities in accordance with their respective ownership interests in the Reporting Person.
During the sixty (60) days prior to August 10, 2018 (the “Event Date”), and from the Event Date to the Filing Date, there were no purchases or sales of shares of the Common Stock, or securities convertible into or exchangeable for shares of the Common Stock, by the Reporting Person or any person or entity for which the Reporting Person possesses voting or dispositive control over the securities thereof, except as expressly set forth in this Schedule 13D.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company |
Pursuant to the Refinancing Agreement, the Company has entered into a Stockholders Agreement with, among others, the Reporting Person. The Stockholders Agreement contains certain customary rights, including, without limitation, tag-along rights and a right to participate in certain equity offerings. This description of the Stockholders Agreement is qualified in its entirety by the terms of the Stockholders Agreement, which is incorporated by reference as an exhibit to this Schedule 13D.
Pursuant to the Refinancing Agreement, the Company has entered into a Registration Rights Agreement with, among others, the Reporting Person. The Registration Rights Agreement requires the Company to file with the U.S. Securities and Exchange Commission (the “SEC”) a shelf registration statement to register resales of the Common Stock received by the Reporting Person and other lenders in connection with the Issuance and for the Company to use commercially reasonable efforts to request the SEC declare the registration statement effective no later than 90 days after the closing date of the Refinancing and maintain its effectiveness. The Registration Rights Agreement also includes provisions (i) providing for demand registration rights in the event there is not an effective shelf registration statement at the time, (ii) requiring the Company to provide customary marketing assistance and cooperation in connection with any “shelf take-down” offering requested in accordance with the terms thereof and (iii) providing for piggyback registration rights, with customary cutbacks, with respect to such securities. This description of the Registration Rights Agreement is qualified in its entirety by the terms of the Registration Rights Agreement, which is incorporated by reference as an exhibit to this Schedule 13D.
In connection with the Refinancing, the Company has entered into a Deed of Undertaking with the Reporting Person in which the Reporting Person has agreed to refrain from voting certain shares of the Common Stock for an agreed-upon period of time. This description of the Deed of Undertaking is qualified in its entirety by the terms of the Deed of Undertaking, which is incorporated by reference as an exhibit to this Schedule 13D.
| Item 7. | Material to be Filed as Exhibits |
The following exhibits are incorporated by reference into this Schedule 13D:
Exhibit A Members of the Management Board of HSH Nordbank AG
Exhibit 7.1 Shareholders Agreement, dated August 10, 2018 (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 14, 2018).
Exhibit 7.2 Registration Rights Agreement, dated August 10, 2018 (incorporated by reference to Exhibit 10.3 to the Form 6-K filed by the Company with the Securities and Exchange Commission on August 14, 2018).
Exhibit 7.3 Deed of Undertaking, dated August 10, 2018.
Signature
After reasonable 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.
| Dated: August 17, 2018 | ||
| HSH NORDBANK AG | ||
| By: | /s/ Reinhard Günther |
| Name: | Reinhard Günther | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Gesa Voigt |
| Name: | Gesa Voigt | |||
| Title: | Vice President | |||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
Members of the Management Board of HSH Nordbank AG
| Name: | Title: |
| Stefan Ermisch | Chairman of the Board |
| Oliver Gatzke | Board Member |
| Torsten Temp | Board Member |
| Ulrik Lackschewitz | Board Member |
Exhibit 7.3 Deed of Undertaking, dated August 10, 2018
DEEDOFUNDERTAKING
HSHNORDBANK AG
Gerhart-Hauptmann-Platz 50
20095Hamburg(“HSH”,“we” or“us”)
To: Danaos Corporation(the “Danaos” and,togetherwithHSH,the “Parties”)
c/oDanaos ShippingCo. Ltd.,ChristakiKompou Street Peters House, 3011
Greece
Attention: Evangelos Chatzis, Chief FinancialOfficer
10 August 2018
Re:UndertakingtoRefrainfromVotingCertainCommon SharesofDanaos
| 1. | Introduction
|
| 1.1 | ReferenceismadetotheAmended andRestatedRestructuring SupportAgreement, dated 19June 2018, by and between, amongst others, Danaos, certain ofitssubsidiaries, certain ofitslenders, andDanaosInvestments Limited, astrusteeforthe 883Trust(the “RSA”, capitalisedterms used but not defined hereinastherein defined).
|
| 1.2 | Pursuanttotransactions contemplated bytheRSA and conditioned on occurrence oftheRestructuring EffectiveTime(as definedintheglobalrestructuringimplementation deedinrespect ofsuchtransactions),HSHNordbankA.G.(orits nominee) expectstoreceive 43,942,485voting common sharesofthe capital stock ofDanaos,representing approximately 21.01%oftheissued and outstandingvoting common shares ofthe capitalstock ofDanaos(all such shares held byHSH orits nominee,the “HSH Shares”).
|
| 1.3 | HSH desirestoinformDanaosthatitwillrefrainfromvotingthe number of shares equalto 4,182,832oftheHSH Shares,representing approximately 2.00% ofthe aggregate outstanding common shares ofDanaos as ofthedate ofthisDeed(the “Committed Shares”), suchthatHSHwillnot exercisevotingrights ofmorethan 19.01%ofthe common shares ofDanaosat anytime beforethetermination ofthisDeed.
|
| 2. | Warrantiesin respectoftheHSH Shares
|
HSH herebywarrantstoDanaosasfollows:
| |
| 2.1 | HSHis a corporationdulyformed andvalidly existing underthelaws ofitsjurisdiction ofincorporation.
|
| 2.2 | Subjectto occurrenceoftheRestructuring Effective Time,HSHisthe beneficial owner holdingthe numberofHSH Shares specifiedintheScheduletothis undertaking.
|
| 2.3 | HSH hasfull power, authority and discretion(freefrom anylegal or otherrestrictions), andwill atalltimes continueto have allrequisiteauthority,to enterintothisDeed andto performits obligationsunderit.
|
| 3. | VotingUndertaking
|
HSH herebyinformsDanaosasfollows:
| |
| 3.1 | Weshall, and shallprocurethat each ofour nominees shall,refrainfromvotingany oftheCommitted Shares(whether on a showof hands or a poll andwhetherinperson, electronically or by proxy) at any and all duly convenedmeetings(including any adjournmentsor postponementsthereof)ofthe holders ofcommon shares ofDanaos.
|
| 3.2 | We shall not execute anyform of proxy(or,ifwe are nottheregistered holderof anyCommitted Share,wewill causetheregistered holder of suchCommitted Shares not)to execute anyform of proxyinrelationto any oftheCommitted Shares appointing any personto attendorvote at any and all duly convenedmeetings(including any adjournmentsor postponementsthereof)ofthe holdersof common shares ofDanoasin accordancewiththisDeed.
|
| 4. | CompanyUndertaking
|
Uponreasonablerequest ofHSH,Danaos shallprepare asecondsetofthe annual consolidatedfinancial statements oftheGroup prepared onthe basisofInternational FinancialReporting Standards(“IFRS Standards”)and,if sorequested byHSH, havethem auditedand provideHSHwiththesamewithin onemonth afterthefinancial statementsrequiredtobedelivered pursuanttothefacility agreement,dated on or about 1August2018between,amongst others,HSH andDanaos,have been provided.The costsforthe preparation of such a secondset of annual consolidatedfinancial statementsaswell asits auditing shall befortheaccount ofHSH,providedthatDanaos has agreed acost estimatewithHSH.
| |
| 5. | Termination
|
ThisDeedshalllapseonthe earlier of(a)thedate onwhichthe aggregateHSH Shares compriselessthan 20% oftheoutstanding common shares ofDanaosfor anyreason or(b)31 March 2019.
| |
| 6. | Transfer &Assignment
|
| 6.1 | Forthe avoidanceof doubt,thisDeed shall not preventHSHfromtransferring all or any portion oftheHSH Sharesto any person.No Partymay assign ortransfer any ofitsrightsor obligationspursuanttothisDeedto any non-affiliatethird partywithoutthe priorwritten consent ofthe other Party.
|
| 7. | Other
|
| 7.1. | PriortotheterminationofthisDeed and excepttothe extentotherwise specified, our obligationsset outinthisundertaking areunconditional andirrevocable.
|
| 7.2. | HSH acknowledgesthatthisDeedisfully andadequately supported by consideration andisfair andreasonablein all ofitsterms.
|
| 7.3 | A personwhois not a PartytothisDeedhas noright undertheContracts(RightsofThirdParties)Act1999to enforce anyterm ofthisDeed.
|
| 7.4 | Acknowledgement andacceptance ofthisDeed byDanaos doesnotimpose any obligationsorliabilitiesonDanaos, nordoesitaffectthe enforceability andvalidity ofthis Deed.
|
| 7.5 | ThisDeed and any non-contractual obligationsarising out of orin connectionwithit shall begoverned by andconstruedin accordancewith Englishlaw. We submittothe exclusivejurisdiction ofthe Englishcourtsfor all purposesinrelationtothisDeed.
|
| 7.6 | ThisDeedhas been executed and delivered as a deed byHSH and shalltake effect as aDeed notwithstandingthatDanaosmay executethisDeed underhand.
|
| 7.7 | ThisDeedmay be executedin any number ofcounterparts,allofwhichtakentogether shall constitute one andthe sameinstrument. |
[Signature Page Follows]
Executed anddelivered as adeed HSH Nordbank AG
| ) ) ) )
| ||||||||
| By: | /s/ Gesa Voigt | ||||||||
| By: | /s/ Reinhard Günther | ||||||||
| Signature of witness: | /s/ Sträßner | ||||||||
| Name of Witness: Sträßner | |||||||||
| Address of witness: | |||||||||
HSH Nordbank AG Gerhart-Hauptmann- Platz 50 20095 Hamburg | |||||||||
| Acknowledged as to clauses 1-3 and joined and agreed as a party to clauses 4, 5, 6 and 7: | ) ) | ||||||||
| on the date first written above by | ) | ||||||||
DANAOS CORPORATION | ) ) | ||||||||
| /s/ Evangelos Chatzis | |||||||||
| CFO | |||||||||
SCHEDULE
DetailsofCommitted Shares
| Nameof beneficialowner | Nameof registered holder,if different
| Numberof shares
| ||
| HSHNordbankAG | N/A | 4,182,832 |
