FORM 10-Q/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934.
For the transition period from to
COMMISSION FILE NUMBER
001-34228
GENER8 MARITIME, INC.
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands |
| 66-071-6485 |
(State or other jurisdiction |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
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299 Park Avenue, 2nd Floor, New York, NY |
| 10171 |
(Address of principal |
| (Zip Code) |
executive offices) |
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Registrant’s telephone number, including area code (212) 763-5600
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
| Accelerated filer o |
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Non-accelerated filer x |
| Smaller reporting company o |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK, AS OF AUGUST 7, 2015:
Common Stock, par value $0.01 per share 81,937,480 shares
Explanatory Note
Gener8 Maritime Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 as an exhibit-only filing solely to (i) file with the Form 10-Q, as Exhibit 99.1, the text of Exhibit 99.1 to the Quarterly Report on Form 10-Q of Oaktree Capital Group, LLC (No. 001-35500) filed on August 6, 2015, which had previously been incorporated by reference and (ii) amend and restate the list of exhibits set forth in Item 6 of Part II of this report. Oaktree may be deemed an affiliate of the Company. Included in this filing are (1) the complete text of Item 6 of Part II, including the list of exhibits, (2) the signature page, (3) Exhibit 99.1 and (4) the certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, which have been executed and filed as of the date of the Amendment as Exhibits 31.3 and 31.4, respectively.
With the exception of the foregoing, no other information in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 has been supplemented, updated or amended.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit |
| Description |
3.1 |
| Amended and Restated Articles of Incorporation of Gener8 Maritime, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
3.2 |
| Bylaws of Gener8 Maritime, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
4.1 |
| Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.1 |
| Gener8 Maritime, Inc. 2012 Equity Incentive Plan, (as amended and restated, effective June 22, 2015) (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.2 |
| Shareholders’ Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.3 |
| Second Amended and Restated Registration Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.4 |
| Third Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, Arlington Tankers Ltd., Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.5 |
| Second Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, Arlington Tankers, Ltd., General Maritime Subsidiary II Corporation, Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.6 |
| Amendment No. 3 to the Note and Guarantee Agreement, dated as of April 30, 2015, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P. (incorporated by reference to Exhibit 10.43 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.7* |
| Pool Participation Agreement, dated as of June 11, 2015, by and between VL8 Pool Inc. and Genmar Atlas LLC with respect to the “Genmar Atlas” (to be renamed “Gener8 Atlas”) |
10.8 |
| Disclosure Letter Agreement, dated as of April 13, 2015, by and among General Maritime Corporation, Navig8 Crude Tankers Inc., VL8 Pool Inc., VL8 Management Inc. and Navig8 Shipmanagement Pte Ltd (incorporated by reference to Exhibit 10.126 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.9* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlackRock Corporate High Yield Fund VI |
10.10* |
| Amendment, dated as of May 7, 2015, to that certain Common Stock Subscription Agreement, dated as of November 1, 2012, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., BlueMountain Credit Alternatives Master Fund L.P., BlueMountain Long/Short Credit Master Fund L.P., BlueMountain Kicking Horse Fund L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Timberline Ltd., BlueMountain Long/Short Credit and Distressed Reflection Fund p.l.c., BlueMountain Long Short Grassmoor Fund Ltd. and BlueMountain Distressed Master Fund L.P. |
10.11* |
| Amendment, dated as of May 7, 2015, to that certain Amended and Restated Common Stock Subscription Agreement, dated as of December 12, 2013, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., Aurora Resurgence Fund II LP and certain other shareholders of General Maritime Corporation |
10.12* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Holdings LLC |
10.13* |
| Amendment, dated as of May 7, 2015, Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Twin Haven Special Opportunities Fund IV, L.P. |
10.14* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation and OCM Marine Holdings TP, L.P. |
10.15* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlueMountain Credit Opportunities Master Fund I L.P. |
10.16* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of May 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Houlihan Lokey Capital, Inc. |
10.17* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Partners L.P. |
10.18* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Co-Investors LLC |
10.19 |
| Letter of Intent, dated as of May 6, 2015, by and between Korea Trade Insurance Corporation and Citibank NA, London Branch (incorporated by reference to Exhibit 10.149 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
10.20 |
| Letter of Interest, dated as of May 4, 2015, by and between The Export-Import Bank of Korea and Gener8 Maritime, Inc. (incorporated by reference to Exhibit 10.150 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
10.21 |
| Letter of Interest for Buyer’s Credit Insurance, dated as of May 8, 2015, by and between China Export & Credit Insurance Corporation and Citibank NA (incorporated by reference to Exhibit 10.151 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
10.22* |
| Pool Participation Agreement, dated as of June 11, 2015, by and between V8 Pool Inc. and GMR Argus LLC with respect to the “Genmar Argus” (to be renamed “Gener8 Argus”) |
10.23* |
| Pool Participation Agreement, dated as of June 11, 2015, by and between V8 Pool Inc. and GMR Strength LLC with respect to the “Genmar Strength” (to be renamed “Gener8 Pericles”) |
10.24 |
| Commitment Letter, dated as of June 12, 2015, by and among Nordea Bank Finland plc, New York Branch, Citibank, N.A., DNB Markets, Inc., DNB Capital LLC, DVB Bank SE, Skandinaviska Enskilda Banken AB (publ) and Gener8 Maritime, Inc. (incorporated by reference to Exhibit 10.154 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.25 |
| Variation Agreement, dated as of June 12, 2015, by and between VLCC Acquisition I Corporation and Scorpio Tankers Inc. (incorporated by reference to Exhibit 10.155 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.26 |
| Disclosure Letter Agreement, dated June 12, 2015, by and among Gener8 Maritime, Inc., Navig8 Limited, VL8 Pool Inc., V8 Pool Inc., VL8 Management Inc. and Navig8 Asia Pte Ltd (incorporated by reference to Exhibit 10.156 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.27 |
| Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime, Inc. and Peter C. Georgiopoulos (incorporated by reference to Exhibit 10.157 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.28 |
| Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime, Inc. and Sean Bradley (incorporated by reference to Exhibit 10.158 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.29 |
| Amendment to the Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime Corporation and Leonard J. Vrondissis (incorporated by reference to Exhibit 10.159 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.30 |
| Amendment to the Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime Corporation and John P. Tavlarios (incorporated by reference to Exhibit 10.160 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.31 |
| Amendment to the Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime Corporation and Milton H. Gonzales (incorporated by reference to Exhibit 10.161 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.32 |
| Form of Restricted Stock Unit Agreement Pursuant to the Gener8 Maritime, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.162 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.33* |
| Amendment and Novation Agreement to Stock Option Grant Agreement, dated as of May 7, 2015, by and among Navig8 Crude Tankers Inc., General Maritime Corporation and L. Spencer Wells |
10.34* |
| Third Agreement to Extend, dated April 16, 2015, that certain Equity Purchase Agreement, dated February 24, 2015, by and among General Maritime Corp., Navig8 Crude Tankers, Inc. and each of the Commitment Parties thereto |
10.35 |
| Corporate Administration Agreement, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Asia Pte Ltd, as amended (incorporated by reference to Exhibit 10.111 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.36* |
| Joinder Agreement to Commitment Letter and Arrangement Fee Letter, dated as of July 27, 2015, from ABN Amro Capital USA LLC and NIBC Bank N.V. to Gener8 Maritime, Inc. and the other parties named therein |
31.1* |
| Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
31.2* |
| Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
31.3 |
| Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
31.4 |
| Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
32.1* |
| Certification of Chief Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 |
32.2* |
| Certification of Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 |
99.1 |
| Section 13(r) Disclosure: Text of Exhibit 99.1 to the Quarterly Report on Form 10-Q of Oaktree Capital Group, LLC (No. 001-35500) filed on August 6, 2015 |
101* |
| The following materials from Gener8 Maritime, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2015 and December 31, 2014, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three months and six months ended June 30, 2015 and 2014, (iii) Condensed Consolidated Statements of Comprehensive Income (loss) (unaudited) for the three and six months ended June 30, 2015 and 2014, (iv) Condensed Consolidated Statement of Shareholders’ Equity (unaudited) for the six months ended June 30, 2015, (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2015 and 2014 and (vi) Notes to Condensed Consolidated Financial Statements (unaudited) |
* Filed or furnished with the original filing of this Quarterly Report on Form 10-Q on August 14, 2015
SIGNATURE
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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| GENER8 MARITIME, INC. | |
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Date: August 25, 2015 | By: | /s/ Leonard J. Vrondissis |
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| Leonard J. Vrondissis |
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| Chief Financial Officer and Executive Vice President |
Exhibit Index
Exhibit |
| Description |
3.1 |
| Amended and Restated Articles of Incorporation of Gener8 Maritime, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
3.2 |
| Bylaws of Gener8 Maritime, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
4.1 |
| Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.1 |
| Gener8 Maritime, Inc. 2012 Equity Incentive Plan, (as amended and restated, effective June 22, 2015) (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.2 |
| Shareholders’ Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.3 |
| Second Amended and Restated Registration Agreement, dated as of May 7, 2015, by and among Gener8 Maritime, Inc. and the Shareholders named therein (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.4 |
| Third Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, Arlington Tankers Ltd., Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.5 |
| Second Amended and Restated Credit Agreement, dated as of May 17, 2012, by and among General Maritime Corporation, General Maritime Subsidiary Corporation, Arlington Tankers, Ltd., General Maritime Subsidiary II Corporation, Various Lenders and Nordea Bank Finland PLC, New York Branch, as amended (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.6 |
| Amendment No. 3 to the Note and Guarantee Agreement, dated as of April 30, 2015, by and among General Maritime Corporation, VLCC Acquisition I Corporation, BlueMountain Strategic Credit Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICA V SIF, BlueMountain Timberline Ltd., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC and BlueMountain Credit Opportunities Master Fund I L.P. (incorporated by reference to Exhibit 10.43 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.7* |
| Pool Participation Agreement, dated as of June 11, 2015, by and between VL8 Pool Inc. and Genmar Atlas LLC with respect to the “Genmar Atlas” (to be renamed “Gener8 Atlas”) |
10.8 |
| Disclosure Letter Agreement, dated as of April 13, 2015, by and among General Maritime Corporation, Navig8 Crude Tankers Inc., VL8 Pool Inc., VL8 Management Inc. and Navig8 Shipmanagement Pte Ltd (incorporated by reference to Exhibit 10.126 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.9* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlackRock Corporate High Yield Fund VI |
10.10* |
| Amendment, dated as of May 7, 2015, to that certain Common Stock Subscription Agreement, dated as of November 1, 2012, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., BlueMountain Credit Alternatives Master Fund L.P., BlueMountain Long/Short Credit Master Fund L.P., BlueMountain Kicking Horse Fund L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Timberline Ltd., BlueMountain Long/Short Credit and Distressed Reflection Fund p.l.c., BlueMountain Long Short Grassmoor Fund Ltd. and BlueMountain Distressed Master Fund L.P. |
10.11* |
| Amendment, dated as of May 7, 2015, to that certain Amended and Restated Common Stock Subscription Agreement, dated as of December 12, 2013, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P., Aurora Resurgence Fund II LP and certain other shareholders of General Maritime Corporation |
10.12* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Holdings LLC |
10.13* |
| Amendment, dated as of May 7, 2015, Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Twin Haven Special Opportunities Fund IV, L.P. |
10.14* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation and OCM Marine Holdings TP, L.P. |
10.15* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of March 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and BlueMountain Credit Opportunities Master Fund I L.P. |
10.16* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of May 21, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and Houlihan Lokey Capital, Inc. |
10.17* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Partners L.P. |
10.18* |
| Amendment, dated as of May 7, 2015, to that certain Subscription Agreement, dated as of June 25, 2014, by and among General Maritime Corporation, OCM Marine Holdings TP, L.P. and ARF II Maritime Equity Co-Investors LLC |
10.19 |
| Letter of Intent, dated as of May 6, 2015, by and between Korea Trade Insurance Corporation and Citibank NA, London Branch (incorporated by reference to Exhibit 10.149 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
10.20 |
| Letter of Interest, dated as of May 4, 2015, by and between The Export-Import Bank of Korea and Gener8 Maritime, Inc. (incorporated by reference to Exhibit 10.150 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
10.21 |
| Letter of Interest for Buyer’s Credit Insurance, dated as of May 8, 2015, by and between China Export & Credit Insurance Corporation and Citibank NA (incorporated by reference to Exhibit 10.151 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 8, 2015) |
10.22* |
| Pool Participation Agreement, dated as of June 11, 2015, by and between V8 Pool Inc. and GMR Argus LLC with respect to the “Genmar Argus” (to be renamed “Gener8 Argus”) |
10.23* |
| Pool Participation Agreement, dated as of June 11, 2015, by and between V8 Pool Inc. and GMR Strength LLC with respect to the “Genmar Strength” (to be renamed “Gener8 Pericles”) |
10.24 |
| Commitment Letter, dated as of June 12, 2015, by and among Nordea Bank Finland plc, New York Branch, Citibank, N.A., DNB Markets, Inc., DNB Capital LLC, DVB Bank SE, Skandinaviska Enskilda Banken AB (publ) and Gener8 Maritime, Inc. (incorporated by reference to Exhibit 10.154 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.25 |
| Variation Agreement, dated as of June 12, 2015, by and between VLCC Acquisition I Corporation and Scorpio Tankers Inc. (incorporated by reference to Exhibit 10.155 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.26 |
| Disclosure Letter Agreement, dated June 12, 2015, by and among Gener8 Maritime, Inc., Navig8 Limited, VL8 Pool Inc., V8 Pool Inc., VL8 Management Inc. and Navig8 Asia Pte Ltd (incorporated by reference to Exhibit 10.156 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 15, 2015) |
10.27 |
| Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime, Inc. and Peter C. Georgiopoulos (incorporated by reference to Exhibit 10.157 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.28 |
| Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime, Inc. and Sean Bradley (incorporated by reference to Exhibit 10.158 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.29 |
| Amendment to the Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime Corporation and Leonard J. Vrondissis (incorporated by reference to Exhibit 10.159 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.30 |
| Amendment to the Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime Corporation and John P. Tavlarios (incorporated by reference to Exhibit 10.160 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.31 |
| Amendment to the Employment Agreement, dated as of June 22, 2015, by and between Gener8 Maritime Corporation and Milton H. Gonzales (incorporated by reference to Exhibit 10.161 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.32 |
| Form of Restricted Stock Unit Agreement Pursuant to the Gener8 Maritime, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.162 to the Company’s Registration Statement on Form S-1/A (No. 333-204402) filed on June 22, 2015) |
10.33* |
| Amendment and Novation Agreement to Stock Option Grant Agreement, dated as of May 7, 2015, by and among Navig8 Crude Tankers Inc., General Maritime Corporation and L. Spencer Wells |
10.34* |
| Third Agreement to Extend, dated April 16, 2015, that certain Equity Purchase Agreement, dated February 24, 2015, by and among General Maritime Corp., Navig8 Crude Tankers, Inc. and each of the Commitment Parties thereto |
10.35 |
| Corporate Administration Agreement, dated as of December 17, 2013, by and between Navig8 Crude Tankers Inc. and Navig8 Asia Pte Ltd, as amended (incorporated by reference to Exhibit 10.111 to the Company’s Registration Statement on Form S-1 (No. 333-204402) filed on May 22, 2015) |
10.36* |
| Joinder Agreement to Commitment Letter and Arrangement Fee Letter, dated as of July 27, 2015, from ABN Amro Capital USA LLC and NIBC Bank N.V. to Gener8 Maritime, Inc. and the other parties named therein |
31.1* |
| Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
31.2* |
| Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
31.3 |
| Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
31.4 |
| Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
32.1* |
| Certification of Chief Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 |
32.2* |
| Certification of Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 |
99.1 |
| Section 13(r) Disclosure: Text of Exhibit 99.1 to the Quarterly Report on Form 10-Q of Oaktree Capital Group, LLC (No. 001-35500) filed on August 6, 2015 |
101* |
| The following materials from Gener8 Maritime, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2015 and December 31, 2014, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three months and six months ended June 30, 2015 and 2014, (iii) Condensed Consolidated Statements of Comprehensive Income (loss) (unaudited) for the three and six months ended June 30, 2015 and 2014, (iv) Condensed Consolidated Statement of Shareholders’ Equity (unaudited) for the six months ended June 30, 2015, (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2015 and 2014 and (vi) Notes to Condensed Consolidated Financial Statements (unaudited) |
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| 101. INS XBRL Instance Document. |
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| 101. SCH XBRL Taxonomy Extension Schema. |
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| 101. CAL XBRL Taxonomy Extension Calculation Linkbase. |
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| 101. DEF XBRL Taxonomy Extension Definition Linkbase. |
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| 101. LAB XBRL Taxonomy Extension Label Linkbase. |
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| 101. PRE XBRL Taxonomy Extension Presentation Linkbase. |
* Filed or furnished with the original filing of this Quarterly Report on Form 10-Q on August 14, 2015
