| Long - Term Debt | 11.Long - Term Debt Long- term debt as of December 31, 2018 and 2017 consisted of
the following:
Facilities December 31, 2018 December 31, 2017
2022 Notes $ 360,000 $ 360,000
Less repurchase of Notes (20,000) —
Less original issue discount (3,600) (3,600)
Accumulated amortization of original issue discount 941 133
2022 Notes (a) $ 337,341 $ 356,533
Poseidon - DVB Credit Facility (b) 51,063 —
Poseidon - Credit Agricole Credit Facility (c) 53,069 —
Poseidon - Blue Ocean Credit Facility (d) 23,830 —
Poseidon - ABN-AMRO Credit Facility (e) 62,189 —
Poseidon - ATB Credit Facility (f) 17,100 —
Poseidon - Credit Agricole Credit Facility (g) 80,000 —
Poseidon - Blue Ocean Credit Facility (h) 38,500 —
Poseidon - Deutsche, CIT, Entrust Credit Facility (i) 180,500 —
Citi Credit Facility (j) 34,800 54,800
Hayfin Credit Facility (k) 8,125 —
Less: Deferred financing costs (n) (9,299) (12,818)
Total $ 877,218 $ 398,515
Less: Current portion of 2022 Notes (a) (20,000) —
Less: Current portion of Poseidon - DVB Credit Facility (b) (2,231) —
Less: Current portion of Poseidon - Credit Agricole Credit Facility (c) (405) —
Less: Current portion of Poseidon - ABN - AMRO Credit Facility (e) (129) —
Less: Current portion of Poseidon - ATB Credit Facility (f) (1,628) —
Less: Current portion of Poseidon - Credit Agricole Credit Facility (g) (6,000) —
Less: Current portion of Poseidon - Deutsche, CIT, Entrust Credit Facility (i) (13,695) —
Less: Current portion of Citi Credit Facility (j) (20,000) (40,000)
Non - current portion of Long - Term Debt $ 813,130 $ 358,515 a)9.875% First Priority Secured Notes due
2022 On October 31, 2017, the Company completed the
sale of $360,000 in aggregate principal amount of its 9.875% First Priority Secured Notes (the “2022 Notes”) which
mature on November 15, 2022. Proceeds after the deduction of the original issue discount, but before expenses, amounted to $356,400. Interest on the 2022 Notes is payable semi-annually
on May 15 and November 15 of each year, commencing on May 15, 2018. As at December 31, 2018 the 2022 Notes were secured by first
priority ship mortgages on the 18 vessels in the GSL Fleet and by assignments of earnings and insurances, pledges over certain
bank accounts, as well as share pledges over each subsidiary owning a Mortgaged Vessel. In addition, the 2022 Notes are fully and
unconditionally guaranteed, jointly and severally, by the Company’s 18 vessel owning subsidiaries and Global Ship Lease Services
Limited. The Company is required to have a minimum cash
balance of $20,000 on each test date, being March 31, June 30, September 30 and December 31 in each year. The original issue discount is being amortized
on an effective interest rate basis over the life of the 2022 Notes. The Company is required to repay $40,000 each
year for the first three years and $35,000 thereafter, across both the 2022 Notes and the new Citi Credit Facility – see
12(j) below. The Citi Credit Facility has minimum fixed amortization whereas as long as amounts are outstanding under that Facility amortization
of the 2022 Notes is at the option of the noteholders, who can accept or reject an annual tender offer the Company is obliged to
make. In December 2018, the tender offer was accepted in full and the Company repurchased $20,000 of the 2022 Notes
at a purchase price of 102%. Around the second anniversary of the issue of the 2022 Notes, the Company will further offer to redeem
$20,000 of the 2022 Notes at a purchase price of 102%. Any such offer not accepted will be applied to repay the Citi Credit Facility
at par. Should the amount outstanding under the Citi Credit Facility be insufficient to absorb the total amount to be repaid, the
excess will be mandatorily redeemed against the 2022 Notes at 102%. Around the third anniversary of the issue of the 2022 Notes,
the Company will mandatorily redeem $40,000 of the 2022 Notes at a purchase price of 102%, less any amount remaining under the
Citi Credit Facility. Around the fourth anniversary of the issue of the 2022 Notes, the Company will mandatorily redeem $35,000
of the 2022 Notes at a purchase price of 102%. On December 20, 2018, the Company entered into
a first supplemental indenture for the 2022 Notes according to which the date beginning on which the Company is permitted to pay
dividends to common shareholders in an aggregate amount per year equal to 50% of the consolidated net profit after taxes of the
Company for the preceding financial year, was brought forward from January 1, 2021 to January 1, 2020. Also, certain restrictions
were agreed in the increase in the permitted transfer basket and the immediate increase in dividend capacity as a result of completing
the Poseidon Transaction, and certain other provisions of the Indenture, among other things, the restricted payment covenant, the
arm’s length transaction covenant and the reporting covenant were amended. As of December 31, 2018, the outstanding balance
was $337,341, net of the outstanding balance of the original issue discount. b)$52.6 Million DVB Credit Facility In connection with the Poseidon Transaction,
the Company assumed debt from the four vessel owning companies of Maira, Nikolas, Newyorker and Mary, on the date of completion
of the transaction of $51,063 with DVB Bank SE (“DVB”). The agreement is dated July 18, 2017, with initial drawdown
amount of $52,625 and final maturity of December 31, 2020. The facility has a repayment schedule along
with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance of the facility and will be
specifically applied to the prepayment of the balloon instalment up to a specific amount. Tranches A and B each amounting to $5,500
is scheduled to be repaid in four consecutive quarterly instalments of $267 starting from March 31, 2020 and a balloon payment
of $4,429 payable in December 31, 2020. Tranche C amounting to $5,800 is scheduled
to be repaid in four consecutive quarterly instalments of $267 starting from March 31, 2020 and a balloon payment of $4,734 payable
in December 31, 2020. Tranche D of the remaining $35,800 is scheduled to be repaid in four consecutive quarterly instalments of
$1,083 starting from March 31, 2020 and a balloon payment of $31,500 payable also in December 31, 2020. In addition to the repayment
schedule of all tranches and the cash sweep mechanism, certain financial covenants will apply starting from January 1, 2020. The facility bears interest at LIBOR
plus a margin of 2.85% per annum. As of December 31, 2018, the outstanding
balance on this facility was $51,063. c)$55.7 Million Credit Agricole Credit
Facility In connection with the Poseidon Transaction,
the Company assumed debt from the three vessel owning companies of Dolphin II, Kristina and Athena, on the date of completion of
the transaction of $54,025 with Credit Agricole Corporate and Investment Bank (“Credit Agricole”). The agreement is
dated August 11, 2017, with initial drawdown amount of $55,650 and final maturity of December 31, 2020. The facility has a repayment schedule
along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance of the facility and
will be specifically applied to the prepayment of the balloon instalment up to a specific amount. Tranche A amounting to $19,400
is scheduled to be repaid in four consecutive quarterly instalments of $350 starting from March 31, 2020 and a balloon payment
of $18,000 payable in December 31, 2020. Tranche B amounting to $10,500 is scheduled to be repaid in four consecutive quarterly
instalments of $200 starting from March 31, 2020 and a balloon payment of $9,700 payable in December 31, 2020. Tranche C amounting
to $25,750 is scheduled to be repaid in four consecutive quarterly instalments of $850 starting from March 31, 2020 and a balloon
payment of $22,350 payable also in December 31, 2020. In addition to the repayment schedule of all tranches and the cash sweep
mechanism, certain financial covenants will apply starting from January 1, 2020. This facility bears interest at LIBOR
plus a margin of 2.75% per annum. As of December 31, 2018, the outstanding
balance on this facility was $53,069. d)$24.5 Million Blue Ocean Credit
Facility In connection with the Poseidon Transaction,
the Company assumed debt from the vessel owning company of Agios Dimitrios on the date of completion of the transaction of $24,231
with Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, Blue Ocean Investments SPC One and Blue Ocean Investments SPC Three
( together, “Blue Ocean”). The agreement is dated August 11, 2017, with initial drawdown amount of $24,500 and final
maturity of December 31, 2020. The facility has a following repayment
schedule along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance on the facility
and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. The facility is scheduled
to be repaid in four consecutive quarterly instalments of $650 starting from March 31, 2020 and a balloon payment of $21,900 payable
in December 31, 2020. This facility bears interest on $18,830
of principal at LIBOR plus a margin of 4.0% per annum. As of December 31, 2018, the outstanding
balance on this facility was $23,830. e)$65.3 Million ABN AMRO Credit Facility In connection with the Poseidon Transaction, the Company
assumed debt from the two vessel owning companies of Orca II and Katherine, on the date of completion of the transaction of $64,254
with ABN AMRO Bank N.V. The agreement is dated August 30, 2017, with initial drawdown amount of $65,300 and final maturity of December
31, 2020. The facility has a following repayment
schedule along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance on the facility
and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. The facility is scheduled
to be repaid in four consecutive instalments in the amount of $1,125 starting from March 31, 2020 plus a balloon instalment of
$60,800 at the maturity date, December 31, 2020. This facility bears interest at LIBOR
plus a margin of 3.42% per annum up to March 31, 2019 and afterwards 3.50% per annum. As of December 31, 2018, the outstanding
balance on this facility was $62,189. f)$17.1 Million Amsterdam Trade Bank
(“ATB”) Credit Facility In connection with the Poseidon Transaction,
the Company assumed debt from THD Maritime Co. Limited, a holding company of the three vessel owning companies of Tasman, Dimitris
Y and Ian H, on the date of completion of the transaction of $17,100 with Amsterdam Trade Bank N.V. The agreement is dated October
9, 2018 with initial drawdown amount of $17,100 divided in three tranches of $5,700 each and final maturity of December 31, 2020. The facility has a following repayment
schedule along with a cash sweep clause, whereby the excess cash flows will be used against the outstanding balance on the facility
and will be specifically applied to the prepayment of the balloon instalment up to a specific amount. Each Tranche is scheduled
to be repaid in four consecutive quarterly instalments of $110 each, with the first being due on March 31, 2020 and the final together
with a balloon payment of $5,260 on December 31, 2020. This facility bears interest at LIBOR
plus a margin of 3.90% per annum. As of December 31, 2018, the outstanding
balance on this facility was $17,100. g)$80.0 Million Credit Agricole Credit
Facility In connection with the Poseidon Transaction,
the Company assumed debt from the three vessel owning companies of Alexandra, UASC Bubiyan and UASC Yas on the date of completion
of the transaction of $80,000 with Credit Agricole. The agreement is dated October 3, 2018, with initial drawdown amount of $80,000
and final maturity of June 30, 2020. The Facility shall be repaid in seven
equal quarterly instalments of $1,500 each, the first such instalment due three months from the utilization date, plus a final
balloon of $69,500 payable together with the last 7th instalment. This facility bears interest at LIBOR
plus a margin of 3.00% per annum for the first 6 months, 3.25% for the following 12 months and 3.50% thereafter payable quarterly
in arrears. As of December 31, 2018, the outstanding
balance on this facility was $80,000. h)$38.5 Million Blue Ocean Credit
Facility In connection with the Poseidon Transaction,
the Company assumed debt from the three vessel owning companies of Alexandra, UASC Bubiyan and UASC Yas on the date of completion
of the transaction of $38,500 with Blue Ocean. The agreement is dated October 3, 2018, with initial drawdown amount of $38,500
and final maturity of October 3, 2023. The Facility is scheduled to be repaid
in one instalment at maturity date and bears interest at 10.0% fixed payable quarterly in arrears. As of December 31, 2018, the outstanding
balance on this facility was $38,500. i)$180.5 Million Deutsche, CIT, Entrust
Credit Facility In connection with the Poseidon Transaction,
the Company assumed debt from the three vessel owning companies of UASC Al Khor, Maira XL and Anthea Y on the date of completion
of the transaction of $180,500 with Deutsche Bank AG. The agreement is dated November 9, 2018, with initial drawdown amount of
$180,500 and final maturity of June 30, 2022. On December 31, 2018, the Company entered
into a deed of amendment and restatement with the bank. Based on this restatement there was a re-tranche of the existing facility
such that it was split into a senior facility in an amount of $141,900 (“Senior Facility”) and a junior facility in
an amount of $38,600 (“Junior Facility”). The Lenders of the Senior Facility are Deutsche Bank AG and CIT Bank N.A
and the Lenders of the Junior Facility are Deutsche Bank AG, Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, Entrustpermal
ICAV, Blue Ocean Investments SPC one and Blue Ocean Investments SPC for three. The final maturity of both Facilities (Senior and
Junior) will be June 30, 2022. In addition to the repayment schedule a cash sweep mechanism based on a DSCR ratio of 1.10:1 (DSCR
ratio is the ratio of Cash Flow to the Cash Flow Debt Service) will apply pro rata against the Senior Facility and the Junior Facility. Senior Facility The Senior Facility comprised of three
Tranches. Tranche A relates to Al Khor and is scheduled to be repaid in 14 instalments of $868, the first such instalment due three
months from the utilization date, and a final instalment of $35,148. Tranche B relates to Anthea Y and is scheduled to be repaid
in 14 instalments of $863, the first such instalment due three months from the utilization date, and a final instalment of $35,218.
Tranche C relates to Maira XL and is scheduled to be repaid in 14 instalments of $858, the first such instalment due three months
from the utilization date, and a final instalment of $35,288. The Senior Facility bears interest at
LIBOR plus 3.0% payable quarterly in arrears. As of December 31, 2018, the outstanding
balance on the Senior Facility was $141,900. Junior Facility The Junior Facility comprised of three
Tranches. Tranche A relates to Al Khor and is scheduled to be repaid in 14 instalments of $236, the first such instalment due three
months from the utilization date, and a final instalment of $9,563. Tranche B relates to Anthea Y and is scheduled to be repaid
in 14 instalments of $235, the first such instalment due three months from the utilization date, and a final instalment of $9,577.
Tranche C relates to Maira XL and is scheduled to be repaid in 14 instalments of $233, the first such instalment due three months
from the utilization date, and a final instalment of $9,604. The Junior Facility bears interest at
LIBOR plus 10.0% payable quarterly in arrears. As of December 31, 2018, the outstanding
balance on the Junior Facility was $38,600. j)$54.8 Million Citi Credit Facility On October 26, 2017, and in connection with
the 2022 Notes, the Company entered into a new $54,800 loan with Citibank N.A. The loan was drawn down in full on October 31, 2017
and matures no later than October 31, 2020. The interest rate is USD LIBOR plus a margin of 3.25% and is payable at least quarterly. Amortization, which may be increased as described
in note 11(a) above, is payable semi-annually and is a minimum of $20,000 in each of the first and second years with the balance
to be repaid in the third year. The collateral provided to the 2022 Notes also
secures on a first priority basis the Citi Credit Facility. The Company is required to have a minimum cash balance of $20,000 on
each test date, being March 31, June 30, September 30 and December 31 in each year. As of December 31, 2018, the outstanding balance
on this facility was $34,800. k)$65.0 Million Hayfin Credit Facility On September 7, 2018, the Company
and certain subsidiaries entered into a facility agreement with Hayfin Services LLP (the “Lenders”) which provides
for a secured term loan facility of up to $65,000. The Hayfin Credit Facility is to be borrowed in tranches and is to be used in
connection with the acquisition of vessels as specified in the Hayfin Credit Facility or as otherwise agreed with the Lenders.
Hayfin Credit Facility, which is non-amortizing, is available for drawing until May 10, 2019 and has a final maturity date
of July 16, 2022. The interest rate is USD LIBOR plus a margin of 5.5% and is payable at each quarter end date. A commitment
fee of 2.0% per annum is due on the undrawn commitments until May 10, 2019. Any debt drawn under the Hayfin Credit
Facility will be secured by first priority ship mortgage on the acquired vessel (the “Facility Mortgaged Vessel”) and
by assignments of earnings and insurances, pledges over certain bank accounts, as well as share pledges over each subsidiary owning
a Facility Mortgaged Vessel. In addition, the Hayfin Credit Facility is fully and unconditionally guaranteed, jointly and severally,
by the Company, GSL Holdings, Inc. and Facility Mortgaged Vessel owning subsidiaries. An initial tranche of $8,125 was drawn on
September 10, 2018 in connection with the acquisition of the GSL Valerie. Any future tranche cannot exceed 65% of the charter
free market value of the vessel to be acquired. The Company is required to have a minimum cash balance of $20,000, on a consolidated
basis, on each test date, being March 31, June 30, September 30 and December 31 in each year. The Company is
also required to hold, at all times, a cash balance of $500 per Facility Mortgaged Vessel and a reserve for dry docking costs of
the Facility Mortgaged Vessels; these are both shown in the Balance Sheets as Restricted Cash. As of December 31, 2018, the outstanding
balance of this facility was $8,125. l)$14.35 Million DVB Argos Credit
Facility On November 14, 2018, the vessel owning
company of Argos entered into a deed of amendment and restatement of a loan agreement on a $14,300 facility with DVB Bank. This
facility was fully repaid on December 19, 2018 following the sale of Argos. m)Repayment Schedule Maturities of long - term debt for the
years subsequent to December 31, 2018 are as follows:
Payment due by period ended December 31, 2018
2019 $ 64,088
2020 330,033
2021 48,176
2022 408,379
2023 38,500
$ 889,176 n)Deferred Financing Costs
December 31, 2018 December 31, 2017
Opening balance $ 12,818 $ 7,100
Expenditure in the period 307 13,177
Amortization included within interest expense (3,826 ) (7,459)
Closing balance $ 9,299 $ 12,818 Costs amounting to $307 were incurred
in connection with the Hayfin Credit Facility for the acquisition of GSL Valerie. These are being amortized on an effective interest
rate basis over the life of the financings for which they were incurred. In addition, fees amounting to $2,055 were incurred in
connection with the above mentioned loan and the unamortized balance is presented within “Other non - current assets”. o)Debt covenants - securities Amounts drawn under the facilities listed above
are secured by first priority mortgages on the Company’s vessels and other collateral. The majority of the credit facilities
contain a number of restrictive covenants that limit the Company from, among other things: incurring or guaranteeing indebtedness;
charging, pledging or encumbering the vessels; changing the flag, class, management or ownership of the vessel owning entities.
The credit facilities also require the vessels to comply with the ISM Code and ISPS Code and to maintain valid safety management
certificates and documents of compliance at all times. Additionally, specific credit facilities require compliance with a number
of financial covenants including debt ratios and minimum liquidity and corporate guarantor requirements. Among other events, it
will be an event of default under the credit facilities if the financial covenants are not complied with. As of December 31, 2018 and 2017, the Company was in compliance with
its debt covenants. |
