Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated June 17, 2008
Relating to Preliminary Prospectus dated June 16, 2008
Registration Statement No. 333-151420
BRITANNIA BULK HOLDINGS INC
FREE WRITING PROSPECTUS
This Free Writing Prospectus relates only to the securities described in, and should be read together with, the preliminary prospectus dated June 16, 2008 (the "Preliminary Prospectus") to the Registration Statement on Form F-1 (Commission File No. 333-151420) relating to such securities. You should read the entire Preliminary Prospectus carefully, including the section entitled "Risk Factors" and the financial statements and related notes, before deciding to invest in our common stock.
To review our current Registration Statement and the Preliminary Prospectus, click the following link on the SEC website atwww.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
http://sec.gov/Archives/edgar/data/1421150/000104746908007477/a2186345zf-1a.htm
OUR CENTRAL INDEX KEY, OR CIK, ON THE SEC WEB SITE IS 0001421150.
On June 17, 2008 we priced our initial public offering of 8,333,333 shares of common stock at an initial public offering price of $15.00 per share. This price per share is below the estimated price range of $17.00 to $19.00 contained in the Preliminary Prospectus. At this initial public offering price assuming no exercise of the underwriters' option to purchase additional shares, our estimated net proceeds from the offering will be approximately $112.8 million. This amount is $23.2 million less than the estimated net proceeds set forth under "Use of Proceeds" in the Preliminary Prospectus, and the amount to be used for general corporate purposes is reduced accordingly. The other sources and uses of funds described thereunder remain unchanged.
In addition, the underwriters' option to purchase up to an additional 1,250,000 shares at the initial public offering price less the underwriting discount is provided by us, rather than existing stockholders, as was contemplated in the Preliminary Prospectus. As a result, all stock sold in the offering will be issued by us.
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our cash and cash equivalents, creditor amounts falling due within one year and capitalization at March 31, 2008:
You should read this table in conjunction with "Selected Consolidated Financial and Other Operating Data", "Operating and Financial Review and Prospects" and our financial statements, related notes and other financial information included elsewhere in the Preliminary Prospectus.
| | As of March 31, 2008 | |||||||
|---|---|---|---|---|---|---|---|---|
| | Actual | As Adjusted | ||||||
| | ($ in thousands) | |||||||
| Cash and cash equivalents | $ | 59,927 | 19,820 | (1) | ||||
Vessel acquisition account | 2 | — | ||||||
Debt:(a) | ||||||||
| Senior secured bridge facility | $ | 75,945 | — | (2) | ||||
| Secured bridge facility | 30,000 | — | (3) | |||||
| New secured term loan facility | — | 48,000 | (4) | |||||
| Current portion of long-term debt | $ | 105,945 | 48,000 | (2)(3) | ||||
| Senior secured notes | 175,785 | — | (5) | |||||
| New secured term loan facility | — | 122,000 | (4) | |||||
Total long-term debt, net of current portion | $ | 175,785 | 122,000 | |||||
| Total debt | $ | 281,730 | 170,000 | |||||
Stockholders' equity:(b) | ||||||||
| Common Stock, $0.01 par value, 1,000,000,000 shares authorized; 18,646,170 shares issued and outstanding, actual; 26,979,503 issued and outstanding, as adjusted | 186 | 270 | (6) | |||||
Additional paid-in capital | 15,147 | 127,813 | (6) | |||||
Retained earnings | 88,989 | 49,890 | (7) | |||||
| Total stockholders' equity | 104,322 | 177,973 | ||||||
| Total capitalization | $ | 386,052 | 347,973 | |||||
recognized under deposits for construction of new vessels. This current liability will be extinguished upon payment of the entire outstanding balance of $81.4 million at the closing of this offering.
Our share capital consists of common stock with a par value of $0.01 per share. All our issued common stock is in registered form and is freely transferable. On March 31, 2008, there were 18,646,170 issued and outstanding shares of common stock. See "Description of Capital Stock" for further information.
After giving effect to the sale of 8,333,333 shares of common stock at an initial public offering price of $15.00 per share of common stock, our pro forma net tangible book value as of March 31, 2008 would have been $178.0 million, or $6.60 per share. This represents an immediate appreciation in net tangible book value of $1.01 per share to existing stockholders and an immediate dilution in net tangible book value of $8.40 per share to new investors.
The following table illustrates the pro forma per share dilution as of March 31, 2008.
| Initial public offering price per share | $ | 15.00 | |
Net tangible book value per share as of March 31, 2008 | $ | 5.59 | |
Increase in net tangible book value attributable to new investors in this offering (in millions) | $ | 112.8 | |
Pro forma net tangible book value per share after giving effect to this offering | $ | 6.60 | |
Dilution per share to new investors | $ | 8.40 |
Net tangible book value per share is determined by dividing our tangible net worth, which consists of tangible assets less liabilities, by the number of shares of common stock outstanding. Dilution is determined by subtracting the net tangible book value per share after this offering from the public offering price per share.
The following table summarizes, as of March 31, 2008, on the basis described above, the differences between the number of shares of common stock issued as a result of this offering, the total amount paid by existing stockholders and the average price per share paid by you in this offering, based upon the initial public offering price of $15.00 per share.
| | Pro Forma Shares Outstanding | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Total Consideration | | ||||||||||
| | Average Price Per Share | |||||||||||
| | Number | Percent | Amount | Percent | ||||||||
| Existing stockholders | 18,646,170 | 69.11 | % | $ | 104.32 | 41.02 | % | $ | 5.59 | |||
New investors | 8,333,333 | 30.89 | % | $ | 125.00 | 58.98 | % | $ | 15.00 | |||
Total | 26,979,503 | 100.00 | % | $ | 229.32 | 100.00 | % | $ | 8.50 | |||
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY OBTAIN THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV OR BY CLICKING ON THE LINK ABOVE. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND TO YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING GOLDMAN, SACHS & CO. TOLL-FREE 1-866-471-2526 OR BANC OF AMERICA SECURITIES LLC TOLL FREE 1-800-294-1322.
