Republic of The Marshall Islands | 4412 | N/A | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
Jay Clayton, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-3445(telephone number) (212) 558-3588 (facsimile number) | Gregory M. Shaw, Esq. Cravath, Swaine & Moore LLP CityPoint, One Ropemaker Street London, EC2Y 9HR, England +44 207 453 1000(telephone number) +44 207 860 1150 (facsimile number) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Proposed Maximum | ||||||
Title of Each Class of | Aggregate Offering | Amount of | ||||
Securities to be Registered | Price(2)(3) | Registration Fee | ||||
Common Stock, par value $0.0001 per share(1) | $310,500,000 | $22,138.65* | ||||
* | Previously paid. |
(1) | In accordance with Rule 457(o) of the Securities Act, the number of shares of Common Stock being registered and the proposed maximum offering price per share are not included in this table. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. | |
(3) | Includes Common Stock that may be sold pursuant to the underwriters’ over-allotment option. |
The Information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted. |
PRELIMINARY PROSPECTUS | Subject to Completion | March 1, 2010 |
![LOGO](https://capedge.com/proxy/F-1A/0000950123-10-019666/y82917ay8291700.gif)
Per Share | Total | |||||||
Public offering price | $ | $ | ||||||
Underwriting discounts and commissions | $ | $ | ||||||
Proceeds, before expenses, to us | $ | $ | ||||||
UBS Investment Bank | BofA Merrill Lynch | Wells Fargo Securities |
Nordea Markets | Oppenheimer & Co. |
Cantor Fitzgerald & Co. | Pareto Securities | RS Platou Markets | ING |
![(IMAGE)](https://capedge.com/proxy/F-1A/0000950123-10-019666/y82917ay8291701.gif)
at Daewoo Shipbuilding & Marine Engineering Co., Ltd, South Korea
![(IMAGE)](https://capedge.com/proxy/F-1A/0000950123-10-019666/y82917ay8291702.gif)
at Universal Shipbuilding Corporation, Ariake, Japan
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Ø | Our Chairman and Chief Executive Officer, Board of Directors and management team have experience in the shipping industry. Evangelos M. Marinakis, the Chairman of our Board of Directors and our Chief Executive Officer, is the founder and Chief Executive Officer of Capital Maritime and the founder and Chairman of Capital Product Partners L.P., a NASDAQ-listed product tanker company. Over the past 18 years, Mr. Marinakis has overseen the operations of Capital Maritime and its predecessor companies as it has grown from its initial fleet of 7 vessels to 36 owned, managed or contracted vessels today, 19 of which are owned by Capital Product Partners L.P. Mr. Marinakis has also overseen the operations of Capital Product Partners L.P. since its inception in 2007. Our management team also includes Ioannis E. Lazaridis, our President and the Chief Executive and Chief Financial Officer of Capital Product Partners L.P.; Gerasimos G. Kalogiratos, our Chief Financial Officer, who has 8 years of experience in the shipping and finance industries, specializing in shipping finance and vessel acquisitions; and Andreas C. Konialidis, our Chartering Manager, who has over 11 years of experience in the shipping industry, specializing in chartering and commercial management of vessels, and who will oversee our Manager’s chartering activities. |
Ø | Our Manager has a track record in the commercial management of vessels. Our Manager has a demonstrated track record of managing the commercial, technical and financial aspects implicated by our business. Our Manager’s team is experienced and has displayed expertise in identifying profitable chartering and vessel sale and acquisition opportunities, having purchased and sold a number of vessels and negotiated numerous charters over the past two decades. We expect the experience and expertise of our Manager and its employees to be key to our growth. |
Ø | We intend to pursue a strategy of low leverage to maintain a strong balance sheet. We will finance our initial fleet primarily with equity and internally-generated cash flow. We have also entered into a signed commitment letter with Nordea Bank Finland Plc, London Branch, to obtain a new $100 million revolving credit facility. Any future vessel acquisitions are expected to be financed primarily through future equity follow-on offerings and internally-generated cash flow. We intend to utilize this credit facility opportunistically for the future growth of the Company beyond the acquisition of our initial fleet in a manner that will enhance our earnings cash flow and net asset |
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value. We do not expect to use this credit facility to acquire our initial fleet. In the event we utilize our credit facility, we expect to maintain low levels of leverage. |
Ø | We intend to maintain an efficient management structure with competitive operating costs. Our Manager will provide the commercial and technical management of our fleet pursuant to a management agreement (the “Management Agreement”). Capital Maritime will apply its experience in successfully managing the commercial and technical operations of its own fleet, including overseeing and arranging repairs, surveys, inspections in drydock, vetting by charterers, budgeting, operations, sale and purchase transactions and chartering in order to obtain the best possible operating performance from the vessels in our fleet. We expect to realize cost benefits based on a network of providers of vessel supplies, bunkers suppliers, crewing agencies, insurers, and other service providers that Capital Maritime and its management team have established over the years. See “Our Manager and Management Agreement—Management Agreement.” We believe our management structure will enhance the scalability of our business, allowing us to expand our fleet without substantial increases in overhead costs. |
Ø | We believe we will benefit from Capital Maritime’s history of satisfying the operational, safety, environmental and technical vetting criteria imposed by oil majors and its relationships within the shipping industry. We believe Capital Maritime’s reputation within the shipping industry and its network of relationships with many of the world’s leading oil companies, commodity traders and shipping companies will provide numerous benefits that are key to our long-term growth and success. Capital Maritime is among a limited number of shipping managers that have successfully satisfied the operational, safety, environmental and technical vetting criteria of some of the world’s most selective major international oil companies, including BP p.l.c., Royal Dutch Shell plc, StatoilHydro ASA, Chevron Corporation, ExxonMobil Corporation and Total S.A., and has qualified to do business with them. Although the world’s leading oil companies do not disclose lists of companies qualified to do business with them, we estimate that, historically, at any one time less than approximately 30 shipping managers are qualified to do so. Capital Maritime has also been qualified to charter vessels and enter into spot charter agreements with major refiners and traders such as Sunoco Inc, Koch Industries, Reliance Petrochemical Ltd, Vitol Group, ST Shipping and Transport Pte Ltd (the shipping affiliate of Glencore International AG), Trafigura Beheer BV., LITASCO SA (a subsidiary of Lukoil Oil Company), NOC Petroleum Group, S.A., Independent Petroleum Group, Addax Petroleum Corporation (a subsidiary of China Petrochemical Corporation) and Morgan Stanley. As our Manager, Capital Maritime’s qualification to do business with these and other companies will allow us to engage in commercial relationships with them without having to satisfy their qualification requirements independently. We believe that these relationships of our Manager and its track record within the shipping industry are likely to lead to greater asset acquisition and chartering opportunities for us and will provide significant opportunities for future growth. |
Ø | We believe we will benefit from Capital Maritime’s ability to form strategic relationships with key players in the shipping industry. Capital Maritime has a history of forming strategic relationships with key players in the shipping industry including oil majors and traders. We believe that the strategic relationships our Manager has cultivated and its history of conducting repeat business will give us an advantage in accessing certain business opportunities and understanding our customers’ commercial requirements. Although we may benefit from Capital Maritime’s prior relationships with oil majors and traders, vessels owned and managed by Capital Maritime do not ship a significant percentage of the world’s seaborne oil. |
Ø | We intend to acquire a modern, high-quality fleet of tanker vessels. Our initial fleet of vessels will have high specifications and an average age of approximately one year. Further vessel acquisitions will target modern vessels with high specifications. We believe that owning a modern, high-quality fleet is more attractive to charterers, reduces operating costs and allows our fleet to be more reliable, which improves utilization. The tanker shipping industry is highly regulated and we aim to own and operate vessels that satisfy all current and pending safety and environmental regulations. In certain circumstances, we will seek to acquire sister ships that we expect will provide further operating |
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efficiencies. We expect that the combination of these factors will provide us with a competitive advantage in securing favorable employment for our vessels. |
Ø | Strategically deploy our vessels in order to optimize the opportunities in the chartering market. We intend to maintain a flexible approach to chartering with the strategy of optimizing our selection of the available commercial opportunities over time. We currently expect to focus on the spot market, including all types of spot market—related employment such as single voyage or short-term time charters, but retain the ability to evaluate and enter into longer-term period charters, including time- and bareboat charters with terms that may provide for profit sharing arrangements or with returns that are linked to spot market indices. We may also charter-in vessels, meaning we may charter vessels we do not own with the intention of chartering them in accordance with our chartering and fleet management strategy. |
Ø | Strategically develop and grow our fleet. We intend to acquire modern, high-quality tanker vessels through timely and selective acquisitions of vessels in a manner that is accretive to our earnings and cash flow. We currently view VLCC and Suezmax vessel classes as providing attractive return characteristics but will evaluate all classes of crude oil tanker vessels for potential acquisition, including Aframax and Panamax tankers. A key element of our acquisition strategy will be to pursue vessels at attractive valuations relative to the valuation of our public equity. In the current market, asset values in the tanker shipping industry are tending towards levels significantly below average historical values. We believe that these circumstances present an opportunity for us to seek to establish and then grow our fleet at favorable prices. |
Ø | Return a substantial portion of our cash flow to shareholders through quarterly dividends. We intend to distribute to our shareholders on a quarterly basis substantially all of our net cash flow less any amount required to maintain a reserve that our Board determines from time to time is appropriate for the operation and future growth of our fleet. See “Our Dividend Policy and Restrictions on Dividends.” |
Ø | Maintain a strong balance sheet. We believe that primarily using equity and internally-generated cash flows to finance our business will provide for a strong balance sheet and, as a result, greater flexibility to capture market opportunities. Although our use of equity rather than debt financing may result in substantial dilution to our shareholders, we believe that this approach is suited to the current global economic conditions, including the relatively restrictive credit environment. During periods of relatively low charter rates, revenue may be significantly reduced and, for levered companies, debt service can be a significant additional burden and can further limit the opportunities available to such companies by, for example, causing them to enter into long term charters at historically low rates. Currently, the spot market is experiencing a period of substantially low rates as compared to historic averages. Historical tanker spot market rates have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. The current global economic crisis has reduced demand for transportation of oil over longer distances. It is our current expectation that spot rates will increase as any significant recovery in the world economy and demand and supply of oil occurs. While a failure to recover from this crisis could leave such rates stagnant or lead to a further decline, we believe that having a strong balance sheet and trading in the spot market will allow us to more quickly capture higher charter rates when they increase while allowing us the flexibility to take advantage of other attractive business opportunities when they arise. |
Ø | Operate a high-quality fleet. We intend to maintain a modern, high-quality fleet that satisfies all current and pending safety and environmental standards and complies with charterer requirements through our Managers’ comprehensive maintenance program. In addition, our Manager will maintain the quality of our vessels by carrying out regular inspections, both while in port and at sea. |
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Ø | Maintain cost-competitive, highly efficient operations. Under the Management Agreement, Capital Maritime will coordinate and oversee the commercial and technical management of our fleet. We believe that Capital Maritime will be able to do so at a cost to us that would be competitive to what could be achieved by performing these functions in-house and that Capital Maritime’s rates are competitive with those that would be available to us through third-party managers. Vessels managed by Capital Maritime have been distinguished as top performing vessels in the BP fleet in the last two years. We expect the efficiency and operational expertise of the Capital Maritime fleet to provide our vessels with a competitive advantage over other charterers in the market. |
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Common Stock offered | 13,500,000 shares. | |
15,525,000 shares if the underwriters exercise their over-allotment option in full. | ||
Shares outstanding immediately after this offering | 13,500,000 shares of Common Stock (assuming no exercise of the underwriters’ over-allotment option). | |
2,000,000 shares of Class B Stock (assuming an initial public offering price of $20.00 per share, the mid-point of the range shown on the cover of this prospectus). | ||
Use of proceeds | We intend to use substantially all of the proceeds from this offering, along with the capital contribution from Crude Carriers Investments Corp., to purchase our initial fleet. | |
Dividend policy | We intend to pay a variable quarterly dividend based on our cash available for distribution, which represents net cash flow during the previous quarter less any amount required to maintain a reserve that our board of directors determines from time to time is appropriate for the operation and future growth of our fleet, taking into account (among other factors) contingent liabilities, the terms of any credit facilities we may enter into, our other cash needs and the requirements of the laws of the Republic of The Marshall Islands. These reserves may cover, among other things, drydocking, repairs, growth, claims, liabilities and other obligations, debt amortization, acquisitions of additional assets and working capital. There is no guarantee that we will pay any dividends on our shares of Common Stock in any quarter, and our payment of dividends will be subject to compliance Marshall Islands law. | |
Class B Stock | Upon the closing of this offering, Crude Carriers Investments Corp. will own all of our outstanding shares of Class B Stock. The Class B Stock is not being registered in this offering. The principal difference between our Common Stock and our Class B Stock is that each share of Class B Stock entitles the holder thereof to 10 votes on matters presented to our shareholders, while each share of Common Stock entitles the holder thereof to only one vote on such matters. However, the voting power of the Class B Stock held by any entity and its affiliates is limited to an aggregate maximum of 49% of the combined voting power of our Common Stock and Class B Stock. Holders of shares of Class B Stock may elect at any time to have such shares converted into shares of Common Stock on aone-for-one basis. | |
In addition, upon any transfer of shares of Class B Stock to a holder other than Crude Carriers Investments shares Corp. or any of its affiliates, such shares shall automatically and irrevocably convert into shares of Common Stock on aone-for-one basis. | ||
If the aggregate number of shares of Common Stock and Class B Stock beneficially owned by Crude Carriers Investments |
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Corp. and its affiliates falls below the number of shares of Class B Stock issued to Crude Carriers Investments Corp. for its $40 million subscription made in connection with this offering (estimated to be 2,000,000 shares assuming an initial public offering price of $20 per share, the mid-point of the range shown on the cover of this prospectus, such number of shares to be adjusted for any subdivision or conversion of the Class B Stock) then all shares of our Class B Stock will automatically convert into shares of our Common Stock. | ||
Pursuant to the Subscription Agreement, Crude Carriers Investments Corp. will be entitled, so long as Capital Maritime or any of its affiliates is our manager, to subscribe for an additional number of shares of Class B Stock equal to 2.0% of the number of shares of Common Stock issued, excluding shares of Common Stock issued in this offering, shares of Common Stock issued under our 2010 Equity Incentive Plan (see “Management—2010 Equity Incentive Plan”) and future equity compensation. These additional shares would be issued for additional nominal consideration equal to their par value of $0.0001 per share. | ||
Voting Rights | To preserve our ability to have certain items of our income be exempt from United States federal income taxation under Section 883 of the Code, if, at any time, any person or group other than Crude Carriers Investments Corp. owns beneficially 5% or more of the Common Stock then outstanding, then any Common Stock owned by that person or group in excess of 4.9% may not be voted. The voting rights of any such shareholders in excess of 4.9% shall be redistributed pro rata among other shareholders of our Common Stock holding less than 5.0% of our Common Stock. | |
Tax considerations | We believe that under current United States federal income tax law, some portion of the distributions you receive from us will constitute dividends, and if you are an individual citizen or resident of the United States or a U.S. estate or trust and meet certain holding period requirements, then such dividends are expected to be taxable as “qualified dividend income” subject to a maximum 15% United States federal income tax rate (on dividends paid in taxable years beginning before January 1, 2011). Distributions that are not treated as dividends will be treated first as a non-taxable return of capital to the extent of your tax basis in your Common Stock and thereafter as capital gain. | |
NYSE listing | We have been cleared to apply to have our Common Stock approved for listing on the New York Stock Exchange under the symbol “CRU.” |
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Ø | We may not be able to employ our vessels at favorable charter rates or operate our vessels profitably. |
Ø | The market value of our vessels could significantly decrease, which may cause us to recognize losses if any of our vessels are sold or if their values are impaired. |
Ø | demand for oil and oil products; |
Ø | supply of oil and oil products; |
Ø | regional availability of refining capacity; |
Ø | acts of God and natural disasters including, but not limited to, hurricanes and typhoons; |
Ø | global and regional economic and political conditions, including developments in international trade, fluctuations in industrial and agricultural production and armed conflicts; |
Ø | the distance oil and oil products are to be moved by sea; |
Ø | increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; |
Ø | changes in seaborne and other transportation patterns; |
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Ø | weather; |
Ø | competition from alternative sources of energy, including nuclear power, natural gas and coal; and |
Ø | refinery utilization and maintenance. |
Ø | the number of newbuilding deliveries; |
Ø | the scrapping rate of older vessels; |
Ø | the price of steel; |
Ø | conversion of tankers to other uses; |
Ø | the successful implementation of the single hull phase out; |
Ø | port and canal congestion; |
Ø | the number of vessels that are out of service; and |
Ø | environmental and other concerns and regulations. |
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Ø | an absence of financing for vessels; |
Ø | no active second-hand market for the sale of vessels; |
Ø | extremely low charter rates, particularly for vessels employed in the spot market, which might not be sufficient to cover for the vessel’s operating expenses; |
Ø | widespread loan covenant defaults in the tanker shipping industry; and |
Ø | declaration of bankruptcy by some operators, traders and shipowners as well as charterers. |
Ø | the operator’s environmental, health and safety record; |
Ø | compliance with the International Maritime Organization (“IMO”) (the United Nations agency for maritime safety and the prevention of marine pollution by ships) standards and the heightened industry standards that have been set by some energy companies; |
Ø | shipping industry relationships, reputation for customer service, technical and operating expertise; |
Ø | shipping experience and quality of ship operations, including cost-effectiveness; |
Ø | quality, experience and technical capability of crews; |
Ø | the ability to finance vessels at competitive rates and overall financial stability; |
Ø | relationships with shipyards and the ability to obtain suitable berths; |
Ø | construction management experience, including the ability to procure on-time delivery of new vessels according to customer specifications; |
Ø | willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and |
Ø | competitiveness of the bid in terms of overall price. |
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Ø | the customer faces financial difficulties forcing it to declare bankruptcy or making it impossible for it to perform its obligations under the charter, including the payment of the agreed rates in a timely manner; |
Ø | the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise; |
Ø | the customer tries to re-negotiate the terms of the charter agreement due to prevailing economic and market conditions; |
Ø | the customer exercises certain rights to terminate a charter or purchase a vessel; |
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Ø | the customer terminates the charter because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire, or we default under the charter; |
Ø | a prolonged force majeure event affecting the customer, including damage to or destruction of relevant production facilities, war or political unrest prevents us from performing services for that customer; or |
Ø | The customer terminates the charter because we fail to comply with the strict safety, environmental and vetting criteria of the charterer or the rules and regulations of various maritime organizations and bodies. |
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Ø | increased crude oil production from other areas; |
Ø | increased refining capacity in the Arabian Gulf, West Africa or the FSU; |
Ø | increased use of existing and future crude oil pipelines in the Arabian Gulf, West Africa and the FSU; |
Ø | a decision by Arabian Gulf, West African and the FSU oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production; and |
Ø | armed conflict in the Arabian Gulf and West Africa and political or other factors. |
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Ø | identify suitable vessels or shipping companies for acquisitions or joint ventures to establish our initial fleet and grow our fleet in the future; |
Ø | successfully integrate any acquired vessels or businesses with our existing operations; and |
Ø | obtain required financing for our existing and any new operations. |
Ø | fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements; |
Ø | incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired, particularly if any vessel we acquire proves not to be in good condition; |
Ø | be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet; |
Ø | decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions; |
Ø | significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions; or |
Ø | incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges. |
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Ø | the cyclicality in the spot and period vessel market; |
Ø | the rates we obtain from our charters for spot or period charters; |
Ø | the performance of pools and the rating of our vessels under such pool agreements; |
Ø | the price and demand for tanker cargoes; |
Ø | the level of our operating costs, such as the cost of crews, spares, stores, lubricants and insurance; |
Ø | the number of off-hire days for our fleet and the timing of, and number of days required for, maintenance and drydocking of our vessels; |
Ø | delays in the delivery of any vessels we have agreed to acquire; |
Ø | prevailing global and regional economic and political conditions; |
Ø | force majeure events; |
Ø | compliance with oil major requirements and the vetting process; and |
Ø | the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business. |
Ø | the level of capital expenditures we make, including for maintaining existing vessels and acquiring new vessels, which we expect will be substantial; |
Ø | our debt service requirements and the terms, covenants and restrictions on distributions contained in any credit agreement we may enter into; |
Ø | fluctuations in our working capital needs; and |
Ø | the amount of any cash reserves established by our board of directors, including reserves for the conduct of our operations and growth and other matters. |
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Ø | the economic and financial developments globally, including actual and projected global economic growth; |
Ø | fluctuations in the actual or projected price of crude oil and refined products; |
Ø | refining capacity and its geographical location; |
Ø | increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; |
Ø | decreases in the consumption of oil due to increases in its price relative to other energy sources, other factors making consumption of oil less attractive, energy conservation measures or environmental requirements on consumers; |
Ø | availability of new, alternative energy sources; and |
Ø | negative or deteriorating global or regional economic or political conditions, particularly in oil consuming regions, which could reduce energy consumption or its growth. |
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Ø | The Business Opportunities Agreement specifies that Capital Maritime must only inform us of certain spot, period and bareboat charter opportunities, certain vessel acquisition opportunities and certain other business opportunities that we would be capable of pursuing. We will have a limited time to exercise our right to pursue such opportunities before Capital Maritime can take advantage of such opportunities. The time period to take advantage of such opportunities can be 48 hours, 120 hours, 192 hours or a reasonable time in light of the circumstances, depending on the opportunity. See “Certain Relationships and Related-Party Transactions—Business Opportunity Agreement” for more information. |
Ø | Our Manager will advise our board of directors about the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional Common Stock and cash reserves, each of which can affect the amount of the cash available for distribution to our shareholders. |
Ø | Our executive officers and certain of our directors also serve as officers or directors of our Manager or its affiliates and such officers and directors will not spend all of their time on matters related to our business. |
Ø | Our Manager will advise us of costs incurred by it and its affiliates that it believes are reimbursable by us. |
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Ø | acquire new vessels; |
Ø | enter into new charters for our vessels; |
Ø | obtain financing on commercially acceptable terms; or |
Ø | maintain satisfactory relationships with charterers, suppliers and other third parties. |
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Ø | paying dividends; |
Ø | incurring or guaranteeing indebtedness; |
Ø | charging, pledging or encumbering our vessels; |
Ø | changing the flag, class, management or ownership of our vessels; |
Ø | changing the commercial and technical management of our vessels; and |
Ø | selling or changing the beneficial ownership or control of our vessels. |
Ø | pay dividends; |
Ø | incur or guarantee indebtedness; |
Ø | change ownership or structure, including mergers, consolidations, liquidations and dissolutions; |
Ø | grow our business through borrowings alone; |
Ø | incur liens on our assets; |
Ø | sell, transfer, assign or convey assets; |
Ø | make certain investments; and |
Ø | enter into a new line of business. |
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Ø | failure to pay any principal, interest, fees, expenses or other amounts when due; |
Ø | failure to notify the lenders of any material oil spill or discharge of hazardous material, or of any action or claim related thereto; |
Ø | breach or lapse of any insurance with respect to the vessels; |
Ø | breach of certain financial or other covenants; |
Ø | failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases; |
Ø | default under other indebtedness; |
Ø | bankruptcy or insolvency events; |
Ø | failure of any representation or warranty to be materially correct; |
Ø | a change of control, as defined in the applicable agreement; and |
Ø | a material adverse effect, as defined in the applicable agreement. |
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Ø | Crude Carriers Investments Corp. will be entitled, so long as Capital Maritime or any of its affiliates is our manager, to subscribe for an additional number of shares of Class B Stock equal to 2.0% of the number of shares of Common Stock issued, excluding shares of Common Stock issued in this offering, shares of Common Stock issued under our 2010 Equity Incentive Plan (see “Management—2010 Equity Incentive Plan”) and future equity compensation. These additional shares would be issued for additional nominal consideration equal to their par value. |
Ø | Our existing shareholders’ proportionate ownership interest in us will decrease. |
Ø | The amount of cash available for distribution as dividends payable on our Common Stock may decrease. |
Ø | The relative voting strength of each previously outstanding share may be diminished. |
Ø | The market price of our Common Stock may decline. |
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Ø | the failure of securities analysts to publish research about us after this offering, or analysts making changes in their financial estimates; |
Ø | announcements by us or our competitors of significant contracts, acquisitions or capital commitments; |
Ø | variations in quarterly operating results; |
Ø | general economic conditions; |
Ø | terrorist acts; |
Ø | future sales of our Common Stock or other securities; and |
Ø | investors’ perception of us and the tanker shipping industry. |
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Ø | expectations of our ability to pay dividends on our Common Stock; |
Ø | future financial condition or results of operations and future revenues and expenses; |
Ø | the repayment of our debt, if any; |
Ø | general market conditions and shipping market trends, including charter rates and factors affecting supply and demand; |
Ø | expected compliance with financing agreements and the expected effect of restrictive covenants in such agreements; |
Ø | planned capital expenditures and the ability to fund capital expenditures from external financing sources; |
Ø | the need to establish reserves that would reduce dividends on our Common Stock; |
Ø | future supply of, and demand for, crude oil generally or in particular regions; |
Ø | changes in demand or charterhire rates in the tanker shipping industry; |
Ø | changes in the supply of tanker vessels, including newbuildings or lower than anticipated scrapping of older vessels; |
Ø | changes in regulatory requirements applicable to the oil transport industry, including, without limitation, requirements adopted by international organizations or by individual countries and actions taken by regulatory authorities and governing such areas as safety and environmental compliance; |
Ø | changes in the requirements and standards imposed on shipping companies by the oil majors; |
Ø | increases in costs and expenses including but not limited to: crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance and general and administrative expenses; |
Ø | the adequacy of our insurance arrangements; |
Ø | changes in general domestic and international political conditions; |
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Ø | changes in the condition of our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; |
Ø | the ability to leverage Capital Maritime’s relationships and reputation in the shipping industry; |
Ø | the ability to maintain qualifications for long-term business with oil majors and other major charterers; |
Ø | the ability to maximize the use of vessels; |
Ø | the ability to charter-in and subsequently charter out profitably; |
Ø | operating expenses, availability of crew, number of off-hire days, drydocking requirements and insurance costs; |
Ø | expected pursuit of strategic opportunities, including the acquisition of vessels and expansion into new markets; |
Ø | expected financial flexibility to pursue acquisitions and other expansion opportunities; |
Ø | the ability to compete successfully for future chartering and newbuilding opportunities; |
Ø | the anticipated incremental general and administrative expenses as a public company and expenses under service agreements with other affiliates of Capital Maritime or third parties; |
Ø | the anticipated taxation of our company and distributions to our shareholders; |
Ø | the expected lifespan of our vessels; |
Ø | the ability to employ and retain key employees; |
Ø | customers’ increasing emphasis on environmental and safety concerns; |
Ø | anticipated funds for liquidity needs and the sufficiency of cash flows; and |
Ø | our business strategy and other plans and objectives for future operations. |
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As of | ||||||||
December 31, 2009 | ||||||||
Actual | As Adjusted(5) | |||||||
Debt: | ||||||||
Short-term debt | 0 | 0 | ||||||
Total Debt | 0 | 0 | ||||||
Shareholder’s equity: | ||||||||
Capital stock, par value $1.00 per share: 100 shares authorized; 100 and 0 shares issued and outstanding actual and as adjusted, respectively | 100 | 0(1 | ) | |||||
Common Stock, par value $0.0001 per share: 1 billion shares authorized; 0 and 13,500,000 shares issued and outstanding actual and as adjusted, respectively | 0 | 1,350 | (2) | |||||
Class B Stock, par value $0.0001 per share: 100 million shares authorized; 0 and 2,000,000 shares issued and outstanding actual and as adjusted, respectively | 0 | 200 | (2) | |||||
Additional paid in capital | 0 | 296,390,493 | (3)(4) | |||||
Total shareholders’ equity | 100 | 296,392,043 | ||||||
Total capitalization | $ | 100 | $ | 296,392,043 | ||||
(1) | Crude Carriers Investment Corp. will surrender the Capital Stock of 100 issued shares in connection with its subscription for the Class B Stock. | |
(2) | The amount of $1,350 and $200 represent the issuance of 13,500,000 Common shares and 2,000,000 Class B shares respectively with par value of $0.0001 per Common and Class B share according to the amended articles of incorporation of Crude Carriers Corp. | |
(3) | Net proceeds of the offering and the $40 million contribution by Crude Carriers Investments Corp. amounted to 291,403,811 reduced by the Common Stock and Class B Stock of $1,350 and $200 respectively. | |
(4) | Acquisition of the Initial Suezmax for a total consideration of $71,250,000. The difference between the acquisition price ($71,250,000) and the vessel’s net book value ($76,238,232), at December 31, 2009, amounted to $4,988,232 is recorded as an increase in the stockholders’ equity. | |
(5) | Assumes the issuance of 13,500,000 shares of Common Stock and the issuance of 2,000,000 shares of Class B Stock and no exercise of the underwriters’ over-allotment option. |
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Assumed initial public offering price per share of Common Stock | $ | 20.00 | ||||||
Pro forma net tangible book value per share as of December 31, 2009, before giving effect to this offering(1) | $ | 22.35 | ||||||
Decrease in net tangible book value per share attributable to purchasers in this offering | 3.25 | |||||||
Less: Pro forma net tangible book value per share after giving effect to this offering(2) | 19.10 | |||||||
Immediate dilution in net tangible book value per share to purchasers in this offering | $ | 0.90 | ||||||
(1) | Determined by dividing the shares of our Class B Stock to be issued to Crude Carriers Investments Corp., a wholly owned subsidiary of Capital Maritime, for its contribution of $40 million to us into the pro forma net tangible book value of Crude Carriers. | |
(2) | Determined by dividing the total number of shares of Common Stock and Class B Stock to be outstanding after this offering into our pro forma net tangible book value, after giving effect to the application of the net proceeds of this offering. |
Shares Acquired | Total Consideration | |||||||||||||||
Number | Percent | Amount | Percent | |||||||||||||
Crude Carriers Investments Corp. | 2,000,000 | 12.9 | % | 40,000,000 | 12.9 | % | ||||||||||
New investors | 13,500,000 | 87.1 | 270,000,000 | 87.1 | ||||||||||||
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Ø | Our shareholders have no contractual or other legal right to receive dividends under our dividend policy or otherwise. |
Ø | Our board of directors has authority to establish reserves for the prudent conduct and the growth of our business, after giving effect to contingent liabilities, the terms of any credit facilities we may enter into, our other cash needs and the requirements of Marshall Islands law. The establishment of these reserves could result in a reduction in dividends to our shareholders. We do not anticipate the need for reserves at this time. |
Ø | Our board of directors may modify or terminate our dividend policy at any time. Even if our dividend policy is not modified or revoked, the amount of dividends we pay under our dividend policy and the decision to pay any dividend is determined by our board of directors. |
Ø | Marshall Islands law generally prohibits the payment of a dividend when a company is insolvent or would be rendered insolvent by the payment of such a dividend or when the declaration or payment would be contrary to any restriction contained in the company’s articles of incorporation. Dividends may be declared and paid out of surplus only, but if there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. |
Ø | We may lack sufficient cash to pay dividends due to decreases in net voyage revenues or increases in operating expenses, principal and interest payments on outstanding debt, tax expenses, working capital requirements, capital expenditures or other anticipated or unanticipated cash needs. |
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Ø | Our dividend policy may be affected by restrictions on distributions under any credit facilities we may enter into, which contain material financial tests and covenants that must be satisfied. If we are unable to satisfy these restrictions included in the credit facilities or if we are otherwise in default under the facilities, we would be prohibited from making dividend distributions to our shareholders, notwithstanding our dividend policy. |
Ø | While we intend that future acquisitions to expand our fleet will enhance our ability to pay dividends over time, acquisitions could limit our cash available for distribution. |
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As of | ||||
December 31, | ||||
2009 | ||||
ASSETS | ||||
Current assets | ||||
Cash and cash equivalents | $ | 175 | ||
Total current assets | 175 | |||
Other non-current assets | ||||
Deferred charges, | 294,725 | |||
Total non-current assets | 294,725 | |||
TOTAL ASSETS | $ | 294,900 | ||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||
Current liabilities | ||||
Due to related parties | 26,800 | |||
Accrued Liabilities | 268,000 | |||
Total current liabilities | 294,800 | |||
Total liabilities | 294,800 | |||
Stockholder’s equity | ||||
Capital stock, $1.00 par value per share; 100 shares issued and outstanding | 100 | |||
Total stockholder’s equity | 100 | |||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | $ | 294,900 | ||
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Period from | ||||||||||||||||
April 6, | ||||||||||||||||
2006 | ||||||||||||||||
Year Ended | Year Ended | Year Ended | (inception) to | |||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2009 | 2008 | 2007 | 2006 | |||||||||||||
Income Statement Data: | ||||||||||||||||
Revenues | $ | 16,870 | $ | 39,166 | $ | 24,665 | $ | 15,017 | ||||||||
Expenses: | ||||||||||||||||
Voyage expenses(1) | 6,252 | 14,317 | 10,800 | 5,182 | ||||||||||||
Vessel operating expenses—related party(2) | 540 | 540 | 270 | 176 | ||||||||||||
Vessel operating expenses(2) | 2,457 | 2,351 | 2,243 | 1,292 | ||||||||||||
General and administrative expenses | — | 301 | — | — | ||||||||||||
Depreciation | 3,357 | 3,356 | 3,356 | 2,238 | ||||||||||||
Total operating expenses | 12,606 | 20,865 | 16,669 | 8,888 | ||||||||||||
Operating income (expense) | 4,264 | 18,301 | 7,996 | 6,129 | ||||||||||||
Interest expense and finance costs | (530 | ) | (1,590 | ) | (3,132 | ) | (3,059 | ) | ||||||||
Interest income | — | 1 | 3 | — | ||||||||||||
Foreign currency gain (loss), net | 2 | — | (21 | ) | (4 | ) | ||||||||||
Net income (loss) | $ | 3,736 | $ | 16,712 | $ | 4,846 | $ | 3,066 | ||||||||
Earnings per share (basic and diluted): | ||||||||||||||||
Common shares | — | — | — | — | ||||||||||||
Class B shares | — | — | — | — | ||||||||||||
Total units | — | — | — | — | ||||||||||||
Weighted-average shares outstanding (basic and diluted): | ||||||||||||||||
Common shares | — | — | — | — | ||||||||||||
Class B shares | — | — | — | — | ||||||||||||
Total units | — | — | — | — | ||||||||||||
Balance Sheet Data(at end of period): | ||||||||||||||||
Vessels, net | $ | 76,238 | $ | 79,595 | $ | 82,951 | $ | 86,307 | ||||||||
Total assets | 80,966 | 82,174 | 88,413 | 89,150 | ||||||||||||
Total long-term debt including current portion | 32,460 | 35,621 | 39,587 | 65,800 | ||||||||||||
Total stockholders’ equity | 46,860 | 43,124 | 26,412 | 21,566 | ||||||||||||
Number of shares | 500 | 500 | 500 | 500 | ||||||||||||
Cash Flow Data: | ||||||||||||||||
Net cash provided by operating activities | $ | 3,161 | $ | 20,859 | $ | 9,313 | $ | 4,471 | ||||||||
Net cash (used in) investing activities | — | — | — | (88,545 | ) | |||||||||||
Net cash (used in) / provided by financing activities | (3,161 | ) | (20,869 | ) | (9,310 | ) | 84,082 |
(1) | Vessel voyage expenses primarily consist of commissions, port expenses, canal dues and bunkers. | |
(2) | Our vessel operating expenses have consisted primarily of crew costs, insurance, repairs and maintenance, stores, lubricants, spares and consumables, professional and legal fees and miscellaneous expenses. Operating expenses also include management fees payable to our manager, Capital Ship Management Corp., under the provisions of the management agreement between Cooper and Capital Ship Management Corp. |
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Crude Carriers | ||||||||||||||||
Crude Carriers | Cooper Consultants | Adjustments | Corp. Pro Forma | |||||||||||||
Corp. | Co. | (unaudited) | (unaudited) | |||||||||||||
(in thousands of United States dollars) | ||||||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash and cash equivalents(1),(2),(3) | $ | — | $ | 1 | $ | (1 | ) | $ | — | |||||||
Trade accounts receivable(1) | — | 1,340 | (1,340 | ) | — | |||||||||||
Due from related parties(1) | — | 1,878 | (1,878 | ) | — | |||||||||||
Prepayments and other assets(1) | — | 45 | (45 | ) | — | |||||||||||
Inventories(1) | — | 1,411 | — | 1,411 | ||||||||||||
Total current assets | $ | — | $ | 4,675 | $ | (3,264 | ) | $ | 1,411 | |||||||
Fixed assets | ||||||||||||||||
Vessel, net(3) | — | 76,238 | — | 76,238 | ||||||||||||
Advances for vessels under construction(4) | — | — | 38,600 | 38,600 | ||||||||||||
Total fixed assets | $ | — | $ | 76,238 | 38,600 | $ | 114,838 | |||||||||
Other non-current assets | ||||||||||||||||
Deferred finance charges,(1) | 295 | 53 | (53 | ) | 295 | |||||||||||
Total non-current assets | $ | 295 | $ | 76,291 | $ | 38,547 | $ | 115,133 | ||||||||
TOTAL ASSETS | $ | 295 | $ | 80,966 | $ | 35,283 | $ | 116,544 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Current portion of long-term debt | $ | — | $ | — | $ | — | $ | — | ||||||||
Current portion of related-party debt(1) | — | 3,161 | (3,161 | ) | — | |||||||||||
Trade accounts payable(1) | — | 1,344 | (1,344 | ) | — | |||||||||||
Due to related parties(5) | 27 | — | 71,261 | 71,288 | ||||||||||||
Accrued liabilities(1) | 268 | 302 | (302 | ) | 268 | |||||||||||
Total current liabilities | $ | 295 | $ | 4,807 | $ | 66,454 | $ | 71,556 | ||||||||
Long-term liabilities | ||||||||||||||||
Long-term related-party debt(1) | — | 29,299 | (29,299 | ) | — | |||||||||||
Total long-term liabilities | $ | — | $ | 29,299 | $ | (29,299 | ) | $ | — | |||||||
Total liabilities | $ | 295 | $ | 34,106 | $ | 37,155 | $ | 71,556 | ||||||||
Commitments and contingencies | ||||||||||||||||
Stockholder’s equity | ||||||||||||||||
Common stock: | ||||||||||||||||
Crude Carriers Corp.: 100 capital shares, $1.00 par value per share Cooper Consultants Co.: 1,000 common shares with no par value | — | — | — | — | ||||||||||||
Additional paid-in capital(1),(3) | — | 18,500 | $ | (13,512 | ) | 4,988 | ||||||||||
Retained earnings | — | 28,360 | (28,360 | ) | — | |||||||||||
Class B Stock(2) | — | — | 40,000 | 40,000 | ||||||||||||
Total stockholder’s equity | $ | — | $ | 46,860 | $ | (1,872 | ) | $ | 44,988 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 295 | $ | 80,966 | $ | 35,283 | $ | 116,544 | ||||||||
(1) | Only the Initial Suezmax and related inventories will be purchased by the Company concurrently upon the consummation of the offering. |
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(2) | Upon the consummation of the offering Crude Carriers Investments Corp. will make a cash contribution of $40,000 to us. | |
(3) | Upon the consummation of the offering, we will acquire the shares of the vessel owning-company of the Initial Suezmax for $71,250. The difference between the acquisition price and the vessel’s net book value, which difference equals $4,988, will be recorded as an increase in stockholders’ equity representing a capital contribution to us by Capital Maritime. | |
(4) | Upon the consummation of the offering, we expect to make two payments of $19,300 each toward the acquisition of the two Universal VLCCs. Upon the deliveries of these two vessels, which are expected to occur in March 2010 and June 2010, respectively, the Company will pay a sale and purchase fee of 1% of the total purchase price of each vessel to Capital Maritime & Trading Corp pursuant to the Management Agreement. The total purchase price of the two Universal VLCCs is $193,000 ($96,500 each) and the total sale and purchase fee is therefore $1,930. Such sale and purchase fee will be included as part of the total purchase consideration paid to Capital Maritime & Trading Corp. Any difference between the historical book value of these vessels and the total purchase consideration will be recorded in stockholders’ equity. Additionally, to the extent that the total purchase consideration exceeds the historical book value of these vessels, such excess may result in a reduction to income available to common shareholders for the purposes of computing earnings per share. We have excluded the sale and purchase fee from the unaudited pro forma condensed balance sheet as neither vessel will have been delivered as of the expected date of consummation of this offering. | |
(5) | Proceeds from this offering have not been reflected as adjustments within our unaudited pro forma condensed combined balance sheet, consistent with the requirements of Article 11 of SECRegulation S-X. We expect that the purchase of the Initial Suezmax and related inventories, and the initial payments associated with the two Universal VLCCs will be paid by Capital Maritime on our behalf, with repayment by us using proceeds from this offering. |
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Crude Carriers Corp. | ||||||||||||
Cooper | Adjustments | Pro Forma | ||||||||||
Consultants Co. | (unaudited) | (unaudited) | ||||||||||
(in thousands of United States dollars) | ||||||||||||
Revenues | $ | 16,870 | — | $ | 16,870 | |||||||
Expenses: | ||||||||||||
Voyage expenses(1) | 6,252 | 210 | 6,462 | |||||||||
Vessel operating expenses | 2,457 | — | 2,457 | |||||||||
Vessel operating expenses—related party(1) | 540 | 7 | 547 | |||||||||
Vessel depreciation | 3,357 | — | 3,357 | |||||||||
Operating Income | $ | 4,264 | — | $ | 4,047 | |||||||
Other income (expense), net: | ||||||||||||
Interest expense & finance cost(2) | (530 | ) | 530 | — | ||||||||
Interest income | — | — | — | |||||||||
Foreign currency loss, net | 2 | — | 2 | |||||||||
Total other income (expense), net | (528 | ) | — | 2 | ||||||||
Net Income | $ | 3,736 | $ | 747 | $ | 4,049 | ||||||
(1) | Concurrently with the closing of this offering, we will enter into the Management Agreement with our Manager. We have assumed commercial fees of 1.25% on the Company’s gross revenues, technical management fees of $0.9 per vessel per day, Sarbanes-Oxley compliance fees of $0.1 per vessel per day, and reporting services fees of $50.0 per quarter. | |
(2) | We intend to acquire the shares of the vessel-owning company of the Initial Suezmax with the offering proceeds and the cash contribution of Crude Carriers Investments Corp., and therefore we will not draw down any amount from the $100 million revolving credit facility that we have committed to enter into. As a result we do not have any interest charges in our unaudited pro forma condensed statement of income. |
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Ø | levels of crude oil and oil product demand and inventories; |
Ø | freight and charter hire levels and our ability to re-charter our vessels as their charters expire; |
Ø | the supply of crude oil tankers and factors affecting supply, including the number of newbuildings entering the world tanker fleet each year; |
Ø | the ability to increase the size of our fleet and make additional acquisitions that are accretive to our shareholders; |
Ø | the ability of Capital Maritime’s commercial and chartering operations to successfully employ our vessels at economically attractive rates, particularly as our fleet expands and our charters expire; |
Ø | our ability to benefit from new maritime regulations concerning the phase-out of single-hull vessels and the more restrictive regulations for the transport of certain products and cargoes; |
Ø | the effective and efficient technical management of our vessels; |
Ø | Capital Maritime’s ability to obtain and maintain major international oil company approvals and to satisfy their technical, health, safety and compliance standards; and |
Ø | the strength of and growth in the number of our customer relationships, especially with major international oil companies and major commodity traders. |
Ø | the freight and charter hire earned by our vessels under voyage, spot charters, time charters and bareboat charters; |
Ø | our access to debt, and equity and the cost of such capital, required to acquire additional vesselsand/or to implement our business strategy; |
Ø | our ability to sell vessels at prices we deem satisfactory; and |
Ø | our level of debt and the related interest expense and amortization of principal. |
Ø | Acquire the Initial Suezmax and the Universal VLCCs, completing the investment of substantially all of the proceeds of this offering. |
Ø | Hire personnel as needed to support our operations. |
Ø | Continue to seek opportunities to invest in crude tanker shipping after we complete the investment of the proceeds from this offering. |
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Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(in thousands of United States dollars except number of days and TCE) | ||||||||||||
Days | 365 | 366 | 365 | |||||||||
Gross Revenues | $ | 16,870 | $ | 39,166 | $ | 24,665 | ||||||
Voyage Expenses | 6,252 | 14,317 | 10,800 | |||||||||
Voyage revenues | 10,618 | 24,849 | 13,865 | |||||||||
TCE | $ | 29,090 | $ | 67,893 | $ | 37,986 | ||||||
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(in thousands of | ||||||||||||
United States dollars) | ||||||||||||
Commissions | $ | 423 | $ | 604 | $ | 80 | ||||||
Port expenses | 477 | 2,096 | 3,867 | |||||||||
Bunkers | 5,352 | 11,602 | 6,836 | |||||||||
Other | — | 15 | 17 | |||||||||
Total | $ | 6,252 | $ | 14,317 | $ | 10,800 | ||||||
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Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(in thousands of | ||||||||||||
United States dollars) | ||||||||||||
Crew costs and related costs | $ | 1,195 | $ | 1,243 | $ | 1,134 | ||||||
Insurance expense | 460 | 362 | 385 | |||||||||
Spares, repairs, maintenance and other expenses | 388 | 282 | 273 | |||||||||
Stores and lubricants | 323 | 376 | 339 | |||||||||
Management fees | 540 | 540 | 270 | |||||||||
Other operating expenses | 91 | 88 | 112 | |||||||||
Total | $ | 2,997 | $ | 2,891 | $ | 2,513 | ||||||
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Ø | We will purchase the Initial Suezmax for $71.25 million upon the consummation of this offering |
Ø | Upon the consummation of this offering, we expect to purchase, for an aggregate amount of $38.6 million, the right to acquire the Universal VLCCs. |
Ø | In connection with the purchase of the first Universal VLCC, we expect to pay its seller $77.2 million upon delivery, currently expected in March 2010. |
Ø | In connection with the purchase of the second Universal VLCC, we expect to pay its seller $77.2 million upon delivery, currently expected in June 2010. |
For the Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Net Cash Provided by Operating Activities | $ | 3.2 | $ | 20.9 | $ | 9.3 | ||||||
Net Cash (Used in) Financing Activities | $ | (3.2 | ) | $ | (20.9 | ) | $ | (9.3 | ) |
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Ø | maintain minimum liquidity by holding cash or cash equivalents of at least $1,000,000 per vessel we own; |
Ø | maintain a ratio of EBITDA (as it will be defined in the credit facility) to interest expense of at least 3.00 to 1.00 on a trailing four-quarter basis commencing on June 30, 2010; and |
Ø | maintain a minimum equity ratio of value adjusted stockholders’ equity to value adjusted total assets of at least 30%. |
Ø | failure to pay principal or interest when due; |
Ø | any breach of covenants that continues unremedied for 30 days; |
Ø | any material inaccuracy of any representation or warranty; |
Ø | the occurrence of a material adverse change; |
Ø | our default under any indebtedness other than the credit facility of $10 million or greater; |
Ø | a change of control, defined in the credit agreement to occur when two or more persons acting in concert or any individual person (other than the largest beneficial owner of our shares) (x) acquire, legallyand/or beneficially and either directly or indirectly, an ownership interestand/or voting rights in excess of 50% of our issued share capital or (y) has the right or ability to control, either directly or indirectly, the affairs or composition of the majority of our Board of Directors; |
Ø | a failure in the effectiveness of security documents entered into in connection with the credit agreement; |
Ø | an unsatisfied uninsured material judgment following final appeal; or |
Ø | certain events of insolvency or bankruptcy. |
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Ø | That the acquisition cost of the Initial Suezmax will be $71.25 million, which is the average price of the Initial Suezmax derived from the reports of two independent ship brokers. |
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Ø | Spot earnings for the Initial Suezmax of approximately $27,064 per day, based on the average spot earnings for 2009 obtained from third-party industry market analyses. We also include in the sensitivity analysis average rates experienced by the industry over certain historic periods. See “The International Tanker Industry—Charter Rates & Asset Values.” |
Ø | Daily operating expenses of $9,500 per day, based on third-party industry market analyses, our experience with similar vessels and the estimated daily operating expenses of the Initial Suezmax, and no drydocking expenses. |
Ø | 358 revenue days out of 365 operating days, based on 98% utilization. |
Ø | Voyage commissions of 3.75%. |
Ø | Depreciation expenses of $3,356,460.56 per year. |
Annual Vessel Operating Income Estimates
Highest | ||||||||||||||||||||
Lowest Annual | Annual | January | ||||||||||||||||||
Average 1999 | Average | Average | Average | 2010 | ||||||||||||||||
2009 | 1999-2009 | 1999-2009 | 2009 | Average | ||||||||||||||||
Inflation-Adjusted Estimated Spot Earnings per Day | $ | 20,781 | $ | 78,415 | $ | 48,709 | $ | 27,064 | $ | 47,373 | ||||||||||
Estimated Vessel Operating Income | $ | 330,623 | $ | 20,173,074 | $ | 9,946,017 | $ | 2,493,889 | $ | 9,485,888 |
Ø | An acquisition cost for a Universal VLCC of $96.5 million. |
Ø | A spot rate for a VLCC of approximately $36,455 per day, based on the average spot earnings for 2009 obtained from third-party market analyses. We also include the sensitivity analysis average rates experienced by the industry over certain historic periods. See “The International Tanker Industry—Charter Rates & Asset Values.” |
Ø | Daily operating expenses of $10,500 per day, based on third-party industry market analyses and our experience with similar vessels, and no dry docking expenses. |
Ø | 358 revenue days out of 365 operating days, based on 98% utilization. |
Ø | Voyage commissions of 3.75%. |
Ø | Depreciation expenses of $3,572,000 per year. |
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Annual Vessel Operating Income Estimates
Highest | ||||||||||||||||||||
Lowest | Annual | January | ||||||||||||||||||
Annual | Average | Average | Average | 2010 | ||||||||||||||||
Average 1999-2009 | 1999-2009 | 1999-2009 | 2009 | Average | ||||||||||||||||
Inflation-Adjusted Estimated Spot Earnings per Day | $ | 27,463 | $ | 110,318 | $ | 61,411 | $ | 36,455 | $ | 74,895 | ||||||||||
Estimated Vessel Operating Income | $ | 2,050,633 | $ | 30,576,384 | $ | 13,738,382 | $ | 5,146,541 | $ | 18,380,990 |
Payment due by period | ||||||||||||||||||||
Less then | More than | |||||||||||||||||||
Total | 1 year | 1-3 years | 3-5 years | 5 years | ||||||||||||||||
(in thousands of U.S. dollars) | ||||||||||||||||||||
Vessel Purchase Commitments(1) | $ | 264,250 | $ | 264,250 | $ | — | $ | — | $ | — | ||||||||||
Management fee(2) | 15,396 | 2,985 | 2,483 | 2,481 | 7,447 | |||||||||||||||
Total | $ | 279,646 | $ | 267,235 | $ | 2,483 | $ | 2,481 | $ | 7,447 |
(1) | Purchase commitments represent outstanding purchase commitments that we will enter into upon the consummation of this offering for the acquisition of the Initial Suezmax and the two VLCCs that are scheduled to be delivered in March and June 2010. | |
(2) | Concurrently with the closing of this offering, we will enter into the Management Agreement with our Manager. We have calculated a sale and purchase fee of $1,930 on the aggregate acquisition cost of the two Universal VLCCs, technical management fees of $0.9 per vessel per day, Sarbanes-Oxley compliance fees of $0.1 per vessel per day, and reporting services fees of $50.0 per quarter up beginning from March 1, 2010 up to December 31, 2020. |
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VLCC | Suezmax | Aframax | ||||||||||||||||||||||||||||||||||||||||||||||
Phase-Out(1) | Orderbook(2) | Phase-Out(1) | Orderbook(2) | Phase-Out(1) | Orderbook(2) | |||||||||||||||||||||||||||||||||||||||||||
No. | million dwt | No. | million dwt | No. | million dwt | No. | million dwt | No. | million dwt | No. | million dwt | |||||||||||||||||||||||||||||||||||||
2010 | 87 | 23.89 | 75 | 23.16 | 24 | 3.52 | 53 | 8.14 | 34 | 3.17 | 85 | 9.36 | ||||||||||||||||||||||||||||||||||||
2011 | 93 | 28.97 | 64 | 9.95 | 3 | 0.30 | 56 | 6.10 | ||||||||||||||||||||||||||||||||||||||||
2012 | 22 | 6.96 | 1 | 0.13 | 13 | 2.03 | 4 | 0.39 | 5 | 0.55 | ||||||||||||||||||||||||||||||||||||||
2013 | 1 | 0.32 | 3 | 0.45 | 9 | 1.40 | 3 | 0.32 | 5 | 0.54 | ||||||||||||||||||||||||||||||||||||||
2014 | 2 | 0.30 | 1 | 0.09 | 4 | 0.428 | ||||||||||||||||||||||||||||||||||||||||||
2015 | 5 | 1.50 | 3 | 0.44 | 10 | 1.02 | ||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Phase-Out | 92 | 25.39 | 191 | 59.41 | 33 | 4.84 | 139 | 21.51 | 55 | 5.28 | 155 | 16.97 | ||||||||||||||||||||||||||||||||||||
Total Fleet | 545 | 163.37 | 402 | 61.57 | 841 | 88.31 | ||||||||||||||||||||||||||||||||||||||||||
% of Fleet | 15.5 | % | 36.4 | % | 7.9 | % | 34.9 | % | 6.0 | % | 19.2 | % | ||||||||||||||||||||||||||||||||||||
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Class of Tankers | Cargo capacity (dwt) | (’000 bbl) | Typical use | |||
Ultra Large Crude Carrier “ULCCs” | > 320,000 | 2,040 | Long-haul crude oil transportations from the Middle East Gulf and West Africa to predominantly Far Eastern destinations such as China, Japan and Korea but also Northern Europe and the U.S. Gulf. | |||
Very Large Crude Carrier “ULCCs” | 200,000 - 319,999 | |||||
Suezmax | 120,000 - 199,999 | 1,027 | Medium-haul of both crude oil and fuel oil from the FSU, Middle East and West Africa to the United States and Europe. | |||
Aframax | 80,000 - 119,999 | 715 | Short- to medium-haul of crude oil and refined petroleum products from the North Sea, Baltic or West Africa to Europe or the East Coast of the U.S.; from the Middle East Gulf to the Pacific Rim and on regional trade routes in the North Sea, the Caribbean, the Mediterranean and the Indo-Pacific Basin. | |||
Panamax | 60,000 - 79,999 | 492 | Short- to medium-haul of crude oil and refined petroleum products worldwide, mostly on regional trade routes. | |||
Handymax | 40,000 - 59,999 | 318 | Short-haul of mostly refined petroleum products worldwide, usually on local or regional trade routes. | |||
Handysize | 10,000 - 39,999 | 167 | ||||
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Routes, Ranked by Cargo Size in M Tonnes
Route | 2009 | ’04-’09 Growth | ||||||||
1 | AG- South China | 79 | 136 | % | ||||||
2 | AG- Korea | 53 | 11 | % | ||||||
3 | WAF- US Gulf | 34 | (31 | )% | ||||||
4 | AG- Singapore | 29 | (42 | )% | ||||||
5 | AG- West Coast India | 27 | (1 | )% | ||||||
6 | Caribs- Singapore | 27 | 122 | % | ||||||
7 | AG-Thailand | 26 | 28 | % | ||||||
8 | AG- US Gulf | 23 | (63 | )% | ||||||
9 | AG-Taiwan | 20 | (2 | )% | ||||||
10 | WAF- West Cost India | 15 | 12 | % | ||||||
Others | 144 | (37 | )% | |||||||
Total | 478 | |||||||||
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Ranked by Cargo Size in M Tonnes
Route | 2009 | ’04-’09 Growth | ||||||||
1 | WAF- US Gulf | 28 | 3 | % | ||||||
2 | Black Sea- UK Cont | 22 | (34 | )% | ||||||
3 | WAF- UK Cont | 17 | 163 | % | ||||||
4 | WAF- USAC | 13 | (37 | )% | ||||||
5 | AG- West Coast India | 8 | 37 | % | ||||||
6 | WAF- Sth America | 5 | 180 | % | ||||||
7 | East Med- West Med | 5 | (28 | )% | ||||||
8 | WAF- US Gulf | 5 | 15 | % | ||||||
9 | WAF- West Med | 5 | (22 | )% | ||||||
10 | WAF- Brazil | 5 | 43 | % | ||||||
Others | 139 | (31 | )% | |||||||
Total | 254 | |||||||||
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% share | Average | % Single | % DH Fleet Over | |||||||||||||||||||||||||||||||
Class | Size (Dwt) | Number | Million Dwt | of Dwt | Age | % Double | Hull (by Dwt) | % DB/DS | 20 years (by Dwt) | |||||||||||||||||||||||||
ULCC/ | ||||||||||||||||||||||||||||||||||
VLCC | 200,000 & above | 545 | 163.4 | 37.2 | % | 8.6 | 84.5 | % | 14.6 | % | 0.9 | % | 0.0 | % | ||||||||||||||||||||
Suezmax | 120,000-199,999 | 402 | 61.6 | 14.0 | % | 8.8 | 92.1 | % | 5.2 | % | 2.7 | % | 2.1 | % | ||||||||||||||||||||
Aframax | 80,000-119,999 | 841 | 88.3 | 20.1 | % | 8.2 | 94.0 | % | 3.2 | % | 2.8 | % | 2.0 | % | ||||||||||||||||||||
Others | 10-80,000 dwt | 3,520 | 125.8 | 28.7 | % | 9.3 | 87.6 | % | 6.5 | % | 5.9 | % | 5.2 | % | ||||||||||||||||||||
Total | >10,000 dwt | 5,308 | 439.1 | 100.0 | % | 9.0 | 88.4 | % | 8.7 | % | 3.0 | % | 2.2 | % | ||||||||||||||||||||
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Orderbook (OB) | % of Fleet On Order for Delivery (by dwt): | 2009 Non- | ||||||||||||||||||||||||||||||||||||||||||
Class | Size (Dwt) | Number | Million Dwt | % of OB | % of fleet | 2010 | 2011 | 2012 | 2013+ | Total | Delivery Rate | |||||||||||||||||||||||||||||||||
ULCC/ | ||||||||||||||||||||||||||||||||||||||||||||
VLCC | 200,000 & above | 191 | 59.4 | 46.2 | % | 38.1 | % | 14.3 | % | 17.9 | % | 4.3 | % | 0.2 | % | 38.1 | % | 20.0 | % | |||||||||||||||||||||||||
Suezmax | 120,000-199,999 | 139 | 21.5 | 16.7 | % | 35.6 | % | 13.5 | % | 16.5 | % | 3.4 | % | 2.3 | % | 35.6 | % | 34.7 | % | |||||||||||||||||||||||||
Aframax | 80,000-119,999 | 155 | 17.0 | 13.2 | % | 19.3 | % | 10.7 | % | 6.9 | % | 0.6 | % | 1.1 | % | 19.3 | % | 11.3 | % | |||||||||||||||||||||||||
Others | 10-80,000 dwt | 833 | 30.6 | 23.8 | % | 24.3 | % | 14.4 | % | 8.3 | % | 1.4 | % | 0.2 | % | 24.3 | % | 33.8 | % | |||||||||||||||||||||||||
Total | >10,000 dwt | 1,318 | 128.5 | 100.0 | % | 29.5 | % | 13.5 | % | 12.7 | % | 2.6 | % | 0.7 | % | 29.5 | % | 25.3 | % | |||||||||||||||||||||||||
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Introduced/ | ||||
Regulation | Modified | Features | ||
OPA | 1989 | Single-hull tankers banned by 2010 in the U.S. | ||
Double-sided and double-bottom tankers banned by 2015. | ||||
IMO MARPOL Regulation 13G | 1992 | Single-hull tankers banned from trading by their 25th anniversary. All single-hull tankers fitted with segregated ballast tanks may continue trading to their 30th anniversary, provided they have had selected inspections. Newbuildings must be double-hull. | ||
IMO MARPOL Regulation 13G | 2001 | Phase-out of pre-MARPOL tankers by 2007. Remaining single-hull tankers phased-out by 2015. | ||
IMO MARPOL Regulation 13G (Now called Annex 1, Regulation 20) | 2003 | Phase-out of pre-MARPOL tankers by 2005. Remaining single-hull tankers phased-out by the end of 2010 or 2015, depending on port and flag states. Single-hull tankers over 15 years of age subject to Conditional Assessment Scheme. | ||
IMO MARPOL Regulation 13H (Now called Annex 1, Regulation 21) | 2003 | Single-hull tankers banned from carrying heavy oil grades by 2005, or 2008 for tankers between 600 -- 5,000 dwt. | ||
EU 417/2002 | 1999 | 25-year-old single-hull tankers to cease trading by 2007 unless they apply hydrostatic balance methods or segregated ballast tanks. Single-hull tankers fitted with segregated ballast tanks phased-out by 2015. | ||
EU1723/2003 | 2003 | Pre-MARPOL single-hull tankers banned after 2005. Remaining single-hull tankers banned after 2010. Single-hull tankers banned from carrying heavy oil grades by 2003. | ||
MARPOL Annex II, International Bulk Chemical Code (IBC) | 2004 | Since January 1, 2007, vegetable oils which were previously categorized as being unrestricted will now be required to be carried in IMO II chemical tankers, or certain IMO III tankers that meet the environmental protection requirements of an IMO II tanker with regard to hull type (double-hull) and cargo tank location. | ||
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VLCC | Suezmax | Aframax | ||||||||||||||||||||||||||||||||||||||||||||||
Phase-Out1 | Orderbook2 | Phase-Out1 | Orderbook2 | Phase-Out1 | Orderbook2 | |||||||||||||||||||||||||||||||||||||||||||
No. | million dwt | No. | million dwt | No. | million dwt | No. | million dwt | No. | million dwt | No. | million dwt | |||||||||||||||||||||||||||||||||||||
2010 | 87 | 23.89 | 75 | 23.16 | 24 | 3.52 | 53 | 8.14 | 34 | 3.17 | 85 | 9.36 | ||||||||||||||||||||||||||||||||||||
2011 | 93 | 28.97 | 64 | 9.95 | 3 | 0.30 | 56 | 6.10 | ||||||||||||||||||||||||||||||||||||||||
2012 | 22 | 6.96 | 1 | 0.13 | 13 | 2.03 | 4 | 0.39 | 5 | 0.55 | ||||||||||||||||||||||||||||||||||||||
2013 | 1 | 0.32 | 3 | 0.45 | 9 | 1.40 | 3 | 0.32 | 5 | 0.54 | ||||||||||||||||||||||||||||||||||||||
2014 | 2 | 0.30 | 1 | 0.09 | 4 | 0.428 | ||||||||||||||||||||||||||||||||||||||||||
2015 | 5 | 1.50 | 3 | 0.44 | 10 | 1.02 | ||||||||||||||||||||||||||||||||||||||||||
Total Phase-Out | 92 | 25.39 | 191 | 59.41 | 33 | 4.84 | 139 | 21.51 | 55 | 5.28 | 155 | 16.97 | ||||||||||||||||||||||||||||||||||||
Total Fleet | 545 | 163.37 | 402 | 61.57 | 841 | 88.31 | ||||||||||||||||||||||||||||||||||||||||||
% of Fleet | 15.5 | % | 36.4 | % | 7.9 | % | 34.9 | % | 6.0 | % | 19.2 | % | ||||||||||||||||||||||||||||||||||||
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VLCC 2009 | % of Total | Suezmax 2009 | % of Total | |||||||
1 UNIPEC | 10.2 | % | 1 BP | 5.3 | % | |||||
2 IOC | 6.7 | % | 2 CSSSA | 5.3 | % | |||||
3 BLUELIGHT | 5.2 | % | 3 CLEARLAKE SHPG | 5.3 | % | |||||
4 RELIANCE | 5.0 | % | 4 SHELL | 4.8 | % | |||||
5 SHELL | 4.2 | % | 5 IOC | 4.7 | % | |||||
6 PETROCHINA | 3.7 | % | 6 EXXONMOBIL | 4.3 | % | |||||
7 SK CORP | 3.6 | % | 7 PETROBRAS | 3.9 | % | |||||
8 BP | 3.4 | % | 8 VITOL | 3.7 | % | |||||
9 GLASFORD | 3.4 | % | 9 CHEVRON | 3.6 | % | |||||
10 EXXONMOBIL | 3.2 | % | 10 REPSOL | 3.0 | % | |||||
11 GS CALTEX | 2.7 | % | 11 CONOCO | 2.5 | % | |||||
12 CPC | 2.6 | % | 12 BPCL | 2.5 | % | |||||
13 SSANGYONG | 2.1 | % | 13 UNIPEC | 2.4 | % | |||||
14 FORMOSA | 2.1 | % | 14 MERCURIA | 2.3 | % | |||||
15 HMM | 2.1 | % | 15 SUN | 2.3 | % | |||||
16 VITOL | 2.0 | % | 16 CEPSA | 2.2 | % | |||||
17 ZHUHAI ZHENRONG | 2.0 | % | 17 HESS | 2.1 | % | |||||
18 THAI OIL | 2.0 | % | 18 VALERO | 1.9 | % | |||||
19 CONOCO | 2.0 | % | 19 SUNOCO | 1.8 | % | |||||
20 KOCH | 1.9 | % | 20 PETROGAL | 1.6 | % |
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VLCC | Suezmax | Aframax | ||||||||||||||||||||||
Nominal | Inflation Adjusted | Nominal | Inflation Adjusted | Nominal | Inflation Adjusted | |||||||||||||||||||
$/day | $/day | $/day | $/day | $/day | $/day | |||||||||||||||||||
2009 | 36,511 | 36,455 | 27,096 | 27,064 | 15,760 | 15,746 | ||||||||||||||||||
2010-01 | 75,667 | 74,895 | 47,861 | 47,373 | 24,931 | 24,677 | ||||||||||||||||||
5 Year Avg | 65,509 | 67,887 | 52,144 | 54,179 | 37,451 | 39,024 | ||||||||||||||||||
5 Year Peak | 193,836 | 197,280 | 117,643 | 114,329 | 72,733 | 78,684 | ||||||||||||||||||
5 Year Trough | 20,406 | 20,363 | 12,113 | 11,997 | 5,754 | 5,699 | ||||||||||||||||||
10 Year Avg | 58,702 | 64,459 | 46,622 | 51,327 | 34,975 | 38,716 | ||||||||||||||||||
10 Year Peak | 204,361 | 228,722 | 140,516 | 157,266 | 87,863 | 98,336 | ||||||||||||||||||
10 Year Trough | 10,780 | 12,816 | 12,113 | 11,997 | 5,754 | 5,699 |
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Number of Fixtures | ||||||||||||
Year | VLCC | Suezmax | Aframax | |||||||||
1995 | 18 | 7 | 37 | |||||||||
1996 | 12 | 12 | 29 | |||||||||
1997 | 7 | 15 | 37 | |||||||||
1998 | 7 | 11 | 15 | |||||||||
1999 | 15 | 4 | 22 | |||||||||
2000 | 19 | 14 | 31 | |||||||||
2001 | 26 | 7 | 58 | |||||||||
2002 | 22 | 11 | 25 | |||||||||
2003 | 27 | 12 | 38 | |||||||||
2004 | 25 | 13 | 51 | |||||||||
2005 | 14 | 19 | 39 | |||||||||
2006 | 29 | 22 | 40 | |||||||||
2007 | 22 | 16 | 34 | |||||||||
2008 | 14 | 28 | 53 | |||||||||
2009 | 28 | 11 | 31 |
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VLCC | Suezmax | Aframax | ||||||||||||||||||||||
Nominal | Inflation Adjusted | Nominal | Inflation Adjusted | Nominal | Inflation Adjusted | |||||||||||||||||||
$/day | $/day | $/day | $/day | $/day | $/day | |||||||||||||||||||
2009 | 39,550 | 39,484 | 30,502 | 30,446 | 20,042 | 20,001 | ||||||||||||||||||
2010-01 | 38,200 | 37,811 | 27,600 | 27,319 | 18,200 | 18,015 | ||||||||||||||||||
5 Year Avg | 57,052 | 59,137 | 41,735 | 43,324 | 31,362 | 32,602 | ||||||||||||||||||
5 Year Peak | 90,000 | 87,465 | 55,625 | 61,670 | 43,500 | 44,259 | ||||||||||||||||||
5 Year Trough | 31,000 | 30,684 | 24,000 | 23,755 | 17,000 | 16,827 | ||||||||||||||||||
10 Year Avg | 48,008 | 52,518 | 35,807 | 39,275 | 27,155 | 29,891 | ||||||||||||||||||
10 Year Peak | 90,000 | 96,531 | 58,750 | 65,753 | 43,500 | 47,286 | ||||||||||||||||||
10 Year Trough | 20,375 | 24,064 | 18,000 | 21,259 | 12,000 | 15,242 |
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VLCC Resale | VLCC 5 Year Old | Suezmax 5 Year Old | Aframax 5 Year Old | |||||||||||||||||||||||||||||
Nominal | Inflation Adjusted | Nominal | Inflation Adjusted | Nominal | Inflation Adjusted | Nominal | Inflation Adjusted | |||||||||||||||||||||||||
$ million | $ million | $ million | $ million | $ million | $ million | $ million | $ million | |||||||||||||||||||||||||
2009 | 107 | 106 | 85 | 84 | 60 | 60 | 44 | 44 | ||||||||||||||||||||||||
2010-01 | 100 | 99 | 80 | 79 | 59 | 58 | 44 | 44 | ||||||||||||||||||||||||
5 Year Avg | 138 | 142 | 116 | 121 | 79 | 82 | 62 | 64 | ||||||||||||||||||||||||
5 Year Peak | 195 | 190 | 165 | 161 | 105 | 103 | 79 | 77 | ||||||||||||||||||||||||
5 Year Trough | 98 | 97 | 79 | 78 | 54 | 54 | 39 | 39 | ||||||||||||||||||||||||
10 Year Avg | 92 | 100 | 63 | 68 | 49 | 53 | ||||||||||||||||||||||||||
10 Year Peak | 165 | 161 | 105 | 103 | 79 | 77 | ||||||||||||||||||||||||||
10 Year Trough | 53 | 63 | 35 | 44 | 26 | 31 | ||||||||||||||||||||||||||
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Ø | Our Chairman and Chief Executive Officer, board of directors and management team have experience in the shipping industry. Evangelos M. Marinakis, the Chairman of our board of directors and our Chief Executive Officer, is the founder and Chief Executive Officer of Capital Maritime and the founder and Chairman of Capital Product Partners L.P., a NASDAQ-listed product tanker company. Over the past 18 years, Mr. Marinakis has overseen the operations of Capital |
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Maritime and its predecessor companies as it has grown from its initial fleet of 7 vessels to 36 owned, managed or contracted vessels today, 19 of which are owned by Capital Product Partners L.P. Mr. Marinakis has also overseen the operations of Capital Product Partners L.P. since its inception in 2007. Our management team also includes Ioannis E. Lazaridis, our President and the Chief Executive and Chief Financial Officer of Capital Product Partners L.P.; Gerasimos G. Kalogiratos, our Chief Financial Officer, who has 8 years of experience in the shipping and finance industries, specializing in shipping finance and vessel acquisitions; and Andreas C. Konialidis, our Chartering Manager, who has over 11 years of experience in the shipping industry, specializing in chartering and commercial management of vessels, and who will oversee our Manager’s chartering activities. |
Ø | Our Manager has a track record in the commercial management of vessels. Our Manager has a demonstrated track record of managing the commercial, technical and financial aspects implicated by our business. Our Manager’s team is experienced and has displayed expertise in identifying profitable chartering and vessel sale and acquisition opportunities, having purchased and sold a number of vessels and negotiated numerous charters over the past two decades. We expect the experience and expertise of our Manager and its employees to be key to our growth. |
Ø | We intend to pursue a strategy of low leverage to maintain a strong balance sheet. We will finance our initial fleet primarily with equity and internally-generated cash flow. We have entered into a signed commitment letter with Nordea Bank Finland Plc, London Branch, to obtain a new $100 million revolving credit facility. Any future vessel acquisitions are expected to be financed primarily through future equity follow-on offerings and internally-generated cash flow. We intend to utilize this credit facility opportunistically for the future growth of the Company beyond the acquisition of our initial fleet in a manner that will enhance our earnings cash flow and net asset value. We do not expect to use this credit facility to acquire our initial fleet. In the event we utilize our credit facility, we expect to maintain low levels of leverage. |
Ø | We intend to maintain an efficient management structure with competitive operating costs. Our Manager will provide the commercial and technical management of our fleet pursuant to the Management Agreement. Capital Maritime will apply its experience in successfully managing the commercial and technical operations of its own fleet, including overseeing and arranging repairs, surveys, inspections in drydock, vetting by charterers, budgeting, operations, sale and purchase transactions and chartering in order to obtain the best possible operating performance from the vessels in our fleet. We expect to realize cost benefits based on a network of providers of vessel supplies, bunkers suppliers, crewing agencies, insurers, and other service providers that Capital Maritime and its management team have established over the years. See “Our Manager and Management Agreement—Management Agreement.” We believe our management structure will enhance the scalability of our business, allowing us to expand our fleet without substantial increases in overhead costs. |
Ø | We believe we will benefit from Capital Maritime’s history of satisfying the operational, safety, environmental and technical vetting criteria imposed by oil majors and its relationships within the shipping industry. We believe Capital Maritime’s reputation within the shipping industry and its network of relationships with many of the world’s leading oil companies, commodity traders and shipping companies will provide numerous benefits that are key to our long-term growth and success. Capital Maritime is among a limited number of shipping managers that have successfully satisfied the operational, safety, environmental and technical vetting criteria of some of the world’s most selective major international oil companies, including BP p.l.c., Royal Dutch Shell plc, StatoilHydro ASA, Chevron Corporation, ExxonMobil Corporation and Total S.A., and has qualified to do business with them. Although the world’s leading oil companies do not disclose lists of companies qualified to do business with them, we estimate that, historically, at any one time less than approximately 30 shipping managers are qualified to do so. Capital Maritime has also been |
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qualified to charter vessels and enter into spot charter agreements with major refiners and traders such as Sunoco Inc, Koch Industries, Reliance Petrochemical Ltd, Vitol Group, ST Shipping and Transport Pte Ltd (the shipping affiliate of Glencore International AG), Trafigura Beheer BV., LITASCO SA (a subsidiary of Lukoil Oil Company), NOC Petroleum Group, S.A., Independent Petroleum Group, Addax Petroleum Corporation (a subsidiary of China Petrochemical Corporation) and Morgan Stanley. As our Manager, Capital Maritime’s qualification to do business with these and other companies will allow us to engage in commercial relationships with them without having to satisfy their qualification requirements independently. We believe that these relationships of our Manager and its track record within the shipping industry are likely to lead to greater asset acquisition and chartering opportunities for us and will provide significant opportunities for future growth. |
Ø | We believe we will benefit from Capital Maritime’s ability to form strategic relationships with key players in the shipping industry. Capital Maritime has a history of forming strategic relationships with key players in the shipping industry including oil majors and traders. We believe that the strategic relationships our Manager has cultivated and its history of conducting repeat business will give us an advantage in accessing certain business opportunities and understanding our customers’ commercial requirements. Although we may benefit from Capital Maritime’s prior relationships with oil majors and traders, vessels owned and managed by Capital Maritime do not ship a significant percentage of the world’s seaborne oil. |
Ø | We intend to acquire a modern, high-quality fleet of tanker vessels. Our initial fleet of vessels will have high specifications and an average age of approximately one year. Further vessel acquisitions will target modern vessels with high specifications. We believe that owning a modern, high-quality fleet is more attractive to charterers, reduces operating costs and allows our fleet to be more reliable, which improves utilization. The tanker shipping industry is highly regulated and we aim to own and operate vessels that satisfy all current and pending safety and environmental regulations. In certain circumstances, we will seek to acquire sister ships that we expect will provide further operating efficiencies. We expect that the combination of these factors will provide us with a competitive advantage in securing favorable employment for our vessels. |
Ø | Strategically deploy our vessels in order to optimize the opportunities in the chartering market. We intend to maintain a flexible approach to chartering with the strategy of optimizing our selection of the available commercial opportunities over time. We currently expect to focus on the spot market, including all types of spot market—related employment such as single voyage or short-term time charters, but retain the ability to evaluate and enter into longer-term period charters, including time- and bareboat charters with terms that may provide for profit sharing arrangements or with returns that are linked to spot market indices. We may also charter-in vessels, meaning we may charter vessels we do not own with the intention of chartering them in accordance with our chartering and fleet management strategy. |
Ø | Strategically develop and grow our fleet. We intend to acquire modern, high-quality tanker vessels through timely and selective acquisitions of vessels in a manner that is accretive to our earnings and cash flow. We currently view VLCC and Suezmax vessel classes as providing attractive return characteristics but will evaluate all classes of crude oil tanker vessels for potential acquisition, including Aframax and Panamax tankers. A key element of our acquisition strategy will be to pursue vessels at attractive valuations relative to the valuation of our public equity. In the current market, asset values in the tanker shipping industry are tending towards levels significantly below average |
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historical values. We believe that these circumstances present an opportunity for us to seek to establish and then grow our fleet at favorable prices. |
Ø | Return a substantial portion of our cash flow to shareholders through quarterly dividends. We intend to distribute to our shareholders on a quarterly basis substantially all of our net cash flow less any amount required to maintain a reserve that our Board determines from time to time is appropriate for the operation and future growth of our fleet. See “Our Dividend Policy and Restrictions on Dividends.” |
Ø | Maintain a strong balance sheet. We believe that primarily using equity and internally-generated cash flows to finance our business will provide for a strong balance sheet and, as a result, greater flexibility to capture market opportunities. Although our use of equity rather than debt financing may result in substantial dilution to our shareholders, we believe that this approach is suited to the current global economic conditions, including the relatively restrictive credit environment. During periods of relatively low charter rates, revenue may be significantly reduced and, for levered companies, debt service can be a significant additional burden and can further limit the opportunities available to such companies by, for example, causing them to enter into long term charters at historically low rates. Currently, the spot market is experiencing a period of substantially low rates as compared to historic averages. Historical tanker spot market rates have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. The current global economic crisis has reduced demand for transportation of oil over longer distances. It is our current expectation that spot rates will increase as any significant recovery in the world economy and demand and supply of oil occurs. While a failure to recover from this crisis could leave such rates stagnant or lead to a further decline, we believe that having a strong balance sheet and trading in the spot market will allow us to more quickly capture higher charter rates when they increase while allowing us the flexibility to take advantage of other attractive business opportunities when they arise. |
Ø | Operate a high-quality fleet. We intend to maintain a modern, high-quality fleet that satisfies all current and pending safety and environmental standards and complies with charterer requirements through our Managers’ comprehensive maintenance program. In addition, our Manager will maintain the quality of our vessels by carrying out regular inspections, both while in port and at sea. |
Ø | Maintain cost-competitive, highly efficient operations. Under the Management Agreement, Capital Maritime will coordinate and oversee the commercial and technical management of our fleet. We believe that Capital Maritime will be able to do so at a cost to us that would be competitive to what could be achieved by performing these functions in-house and that Capital Maritime’s rates are competitive with those that would be available to us through third-party managers. Vessels managed by Capital Maritime have been distinguished as top performing vessels in the BP fleet in the last two years. We expect the efficiency and operational expertise of the Capital Maritime fleet to provide our vessels with a competitive advantage over other charterers in the market. |
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Ø | Annual Surveys: For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate. |
Ø | Intermediate Surveys: Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey. |
Ø | Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a shipowner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. Upon a shipowner’s request, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal. |
Ø | Occasional Surveys: These are inspections carried out as a result of unexpected events, for example, an accident or other circumstances requiring unscheduled attendance by the classification society for re-confirming that the vessel maintains its class, following such an unexpected event. |
Ø | Hull damage—arising from grounding or collision of the vessel; |
Ø | Machinery damage—arising from mechanical failure; |
Ø | Cargo loss—arising from hull damage; |
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Ø | Property damage—arising from cargo loss into the marine environment; |
Ø | Personal injury—arising from collision or piracy; |
Ø | Business interruption—arising from strikes and political or regulatory change; or |
Ø | Environmental damage—arising from marine disasters such as oil spills and other environmental mishaps. |
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Ø | natural resources damage and the costs of assessment thereof; |
Ø | real and personal property damage; |
Ø | net loss of taxes, royalties, rents, fees and other lost revenues; |
Ø | lost profits or impairment of earning capacity due to property or natural resources damage; and |
Ø | net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. |
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Ø | on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; |
Ø | on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; |
Ø | the development of vessel security plans; |
Ø | ship identification number to be permanently marked on a vessel’s hull; |
Ø | a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship and of the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and |
Ø | compliance with flag state security certification requirements. |
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Name | Age | Position | ||||
Evangelos M. Marinakis | 42 | Chairman of the Board of Directors, Chief Executive Officer and Class I Director | ||||
Gregory J. Timagenis | 64 | Class I Director | ||||
Richard Sages | 53 | Class I Director | ||||
Andreas C. Konialidis | 32 | Chartering Manager and Class II Director | ||||
Pierre de Demandolx Dedons | 69 | Class II Director | ||||
Gerasimos G. Kalogiratos | 32 | Chief Financial Officer and Class III Director | ||||
Socrates Kominakis | 42 | Class III Director | ||||
Ioannis E. Lazaridis | 42 | President |
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Ø | the director is, or has been within the last three years, an employee of us, or an immediate family member is, or has been within the last three years, an executive officer of us; |
Ø | the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); |
Ø | the director is a current partner or employee of a firm that is our internal or external auditor; the director has an immediate family member who is a current partner of such a firm; the director has an immediate family member who is a current employee of such a firm and personally works on our audit; or the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time; |
Ø | the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that other company’s compensation committee; or |
Ø | the director is a current employee, or an immediate family member is a current executive officer, of another company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. |
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Ø | commercial services, which include vessel chartering and marketing; |
Ø | technical services, which include vessel maintenance; ensuring regulatory and classification society compliance; crewing; insurance; purchasing; and shipyard supervision; |
Ø | administrative services, which include legal and financial compliance services; bookkeeping and accounting services; and banking and financial services; |
Ø | strategic services, which include strategic planning; acquisitions of assets and businesses; financing negotiations; and general management of our business; and |
Ø | investor relations services, which include assisting with the preparation and dissemination of information; interacting with investors; and engaging in public relations activities. |
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Ø | First, if our Manager experiences a change of control where a party that currently does not have the power to elect a majority of our board members gains such power. |
Ø | Second, if at any time our Manager materially breaches the Management Agreement and the matter is unresolved after a90-day dispute resolution period. |
Ø | Third, if at any time (a) our Manager has been convicted of, or has entered into a plea bargain or plea ofnolo contendereor settlement admitting guilt for a crime, which conviction, plea or settlement is demonstrably and materially injurious to us and (b) the holders of a majority of the outstanding Common Stock elect to terminate the Management Agreement. |
Ø | Fourth, if our Manager has been proven to have committed fraud or to have been grossly negligent, or to have committed an act of willful misconduct and we are materially injured thereby. |
Ø | Fifth, if at any time our Manager experiences certain bankruptcy events. |
Ø | Sixth, if we provide notice in the fourth quarter of 2019, which termination would be effective on December 31, 2020. If the Management Agreement extends pursuant to its terms as described above, we can elect to exercise this optional termination right in the fourth quarter of the year immediately preceding the end of the respective term. |
Ø | First, after the fifth anniversary of this offering with 6 months’ written notice. At our option, the Manager shall continue to provide technical services to us for up to an additional one-year period from termination. |
Ø | Second, if at any time we materially breach the agreement and the matter is unresolved after 90 days. |
Ø | Third, if at any time we experience certain bankruptcy events. |
Ø | Fourth, if there is a change of control where a party that currently does not have the power to elect a majority of our board members gains such power. If we have knowledge that such a change of control will occur, we must give the Manager written notice. The Manager can exercise its right to terminate for change of control upon the earlier of the occurrence of such change of control or its receipt of such notice from us until 60 days after the later of the occurrence of such change of control or its receipt of such notice from us. |
Ø | Fifth, if at any time all or substantially all of our assets are sold, leased, transferred, conveyed or otherwise disposed of in one or a series of related transactions to a party that is not affiliated with us. |
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Ø | Technical management fee. We will pay a fee to our Manager for technical services it provides to us at a rate of $850 per vessel per day. This $850 amount is subject to increase on each anniversary of the date hereof based on the total percentage increase, if any, in the Consumer Price Index over the immediately preceding twelve months of the Term. For purposes of this provision, the Consumer Price Index used is the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, New York, N.Y.—Northeastern N.J. Area, All Items, or any successor index. If there is no successor index, our Manager has the right to reasonably select a substitute. |
Ø | Sale & purchase fee. We will pay a fee to our Manager equal to 1% of the gross purchase or sale price upon the consummation of any purchase or sale of a vessel by us. |
Ø | Section 404 compliance fee. We will pay a fee of $100 per day per vessel for services in connection with compliance with Section 404 of Sarbanes-Oxley. |
Ø | Financial reporting services fee. We will pay a quarterly fee of $50,000 for services in relation to our financial reporting requirements under the SEC rules and the establishment and monitoring of internal controls over financial reporting. |
Ø | Commercial services fee. We will pay a fee of 1.25% of all gross charter revenues generated by each vessel for Commercial Services rendered. |
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Dividends to Crude Carriers Investments Corp. and its affiliates | Based on their ownership of shares of our Common Stock or Class B Stock, Crude Carriers Investments Corp., a related party to Capital Maritime, will be entitled to receive dividends that our board of directors declares on our Common Stock or Class B Stock. | |
Payments to our Manager | Capital Maritime, our Manager, will manage our operations, subject to the oversight of our board of directors and the supervision of our executive officers. Pursuant to the Management Agreement, our Manager will provide to us commercial, technical, administrative and strategic services. We will pay fees for these services as set forth in the Management Agreement. We will not be able to quantify in advance the fees for services provided under the Management Agreement because the payment amounts due and the particular amounts or mix of services to be provided under that agreement are not specified or fixed, and we expect that the aggregate amount of |
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these fees will vary from period to period. Please read “Our Manager and Management Agreement —Management Agreement” for further information about the Management Agreement. | ||
Termination of Management Agreement | We or our Manager may terminate the Management Agreement under specified circumstances, and in some of those circumstances we will be required to pay a termination fee to our Manager, the amount of which may be substantial. Please read “Our Manager and Management Agreement —Management Agreement” for further information about the Management Agreement. |
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Percentage of | ||||||||||||||||||||
Percentage of | Percentage of | Total Common | ||||||||||||||||||
Common | Common | Class B | Class B | and Class B | ||||||||||||||||
Stock to be | Stock to be | Stock to be | Stock to be | Stock to be | ||||||||||||||||
Beneficially | Beneficially | Beneficially | Beneficially | Beneficially | ||||||||||||||||
Name of Beneficial Owner | Owned | Owned | Owned | Owned | Owned | |||||||||||||||
Crude Carriers Investments Corp. | 0 | 0.0 | % | 2,000,000 | 100.0 | % | 12.9 | % | ||||||||||||
Evangelos M. Marinakis | 0 | 0.0 | (1 | ) | (1 | ) | (1 | ) | ||||||||||||
Gregory J. Timagenis | 0 | 0.0 | 0 | 0.0 | 0.0 | |||||||||||||||
Andreas C. Konialidis | 0 | 0.0 | 0 | 0.0 | 0.0 | |||||||||||||||
Pierre de Demandolx Dedons | 0 | 0.0 | 0 | 0.0 | 0.0 | |||||||||||||||
Gerasimos G. Kalogiratos | 0 | 0.0 | 0 | 0.0 | 0.0 | |||||||||||||||
Socrates Kominakis | 0 | 0.0 | 0 | 0.0 | 0.0 | |||||||||||||||
Richard Sages | 0 | 0.0 | 0 | 0.0 | 0.0 | |||||||||||||||
Ioannis E. Lazaridis | 0 | 0.0 | 0 | 0.0 | 0.0 | |||||||||||||||
* Less than 1.0% |
(1) | The Marinakis family, including Evangelos M. Marinakis, through its ownership of Crude Carriers Investments Corp., may be deemed to beneficially own the Class B Stock held by Crude Carriers Investments Corp. |
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Ø | 1,000,000,000 shares will be designated as Common Stock, par value $0.0001 per share; |
Ø | 100,000,000 shares will be designated as Class B Stock, par value $0.0001 per share; and |
Ø | 100,000,000 shares will be designated as preferred stock, par value $0.0001 per share. |
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Ø | upon any transfer of shares of Class B Stock to a holder other than Crude Carriers Investments Corp. or any of its affiliates, such shares of Class B Stock will automatically convert into Common Stock upon such transfer and |
Ø | all shares of our Class B Stock will automatically convert into shares of our Common Stock if the aggregate number of shares of Common Stock and Class B Stock beneficially owned by Crude Carriers Investments Corp. and its affiliates falls below the number of shares of Class B Stock issued to Crude Carriers Investments Corp. for its $40 million subscription made in connection with this offering (estimated to be 2,000,000 shares assuming an initial public offering price of $20 per share, the mid-point of the range shown on the cover of this prospectus, such number of shares to be adjusted for any subdivision or conversion of the Class B Stock). |
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Ø | the designation of the series; |
Ø | the number of shares of the series; |
Ø | the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and |
Ø | the voting rights, if any, of the holders of the series. |
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Marshall Islands | Delaware | |
Shareholder Meetings | ||
Held at a time and place as designated in the bylaws. | May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors. | |
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws. | Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. | |
May be held in or outside of the Marshall Islands | May be held in or outside of Delaware. | |
Notice: | Notice: | |
• Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting. | • Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any. | |
• A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting. | • Written notice shall be given not less than 10 nor more than 60 days before the meeting. | |
Shareholders’ Voting Rights | ||
Any action required to be taken by a meeting of shareholders may be taken without a meeting if consent is in writing and is signed by all the shareholders entitled to vote with respect to the subject matter thereof. | Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at | |
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Marshall Islands | Delaware | |
which all shares entitled to vote thereon were present and voted. | ||
Any person authorized to vote may authorize another person or persons to act for him by proxy. | Any person authorized to vote may authorize another person or persons to act for him by proxy. | |
Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one third of the shares entitled to vote at a meeting. | For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one- third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum. | |
The articles of incorporation may provide for cumulative voting in the election of directors. | The certificate of incorporation may provide for cumulative voting in the election of directors. | |
Directors | ||
The board of directors must consist of at least one member. | The board of directors must consist of at least one member. | |
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. | Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation. | |
If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long as no decrease in the number of directors shortens the term of any incumbent director. | ||
Dissenter’s Rights of Appraisal | ||
Shareholders have a right to dissent from any plan of merger or consolidation or sale or exchange of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. | Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is the offered consideration. | |
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment: | ||
• Alters or abolishes any preferential right of any outstanding shares having preference; or | ||
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Marshall Islands | Delaware | |
• Creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; or | ||
• Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or | ||
• Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class. | ||
Shareholder’s Derivative Actions | ||
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law. | In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law. | |
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort. | ||
Such action shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of The Marshall Islands. | ||
Attorneys’ fees may be awarded if the action is successful. | ||
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000. |
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Ø | the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and |
Ø | the person has beneficially owned the shares to be sold for at least one year, including the holding period of any prior owner other than one of our affiliates. |
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Ø | 1% of the number of shares of our Common Stock then outstanding, which will equal approximately 135,000 shares immediately after this offering; and |
Ø | the average weekly trading volume in our Common Stock on the NYSE during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale. |
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Ø | we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source international shipping income; and |
Ø | substantially all of our U.S. source international shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States. |
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Ø | 75% or more of our gross income for the taxable year consists of “passive income” (generally including dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury regulations); or |
Ø | at least 50% of our assets for the taxable year (averaged over the year and generally determined based upon value) produce or are held for the production of passive income. |
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Ø | the gain is effectively connected income (and the gain is attributable to a permanent establishment maintained by theNon-U.S. Holder in the United States if that is required by an applicable income tax treaty); or |
Ø | theNon-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are met. |
Ø | fail to provide us with an accurate taxpayer identification number; |
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Ø | are notified by the IRS that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or |
Ø | fail to comply with applicable certification requirements. |
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Number of | ||||
Underwriters | Shares | |||
UBS Securities LLC | ||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
Wells Fargo Securities, LLC | ||||
Nordea Bank Norge ASA | ||||
Oppenheimer & Co. Inc. | ||||
Cantor Fitzgerald & Co. | ||||
Pareto Securities Inc. | ||||
RS Platou Markets AS | ||||
ING Financial Markets LLC | ||||
Total | 13,500,000 |
Ø | receipt and acceptance of our Common Stock by the underwriters; and |
Ø | the underwriters’ right to reject orders in whole or in part. |
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No exercise | Full exercise | |||||||
Per share | $ | $ | ||||||
Total | $ | $ |
Ø | during the period that begins on the date that is 15 calendar days plus three business days before the last day of the180-daylock-up period and ends on the last day of the180-daylock-up period, we issue an earnings release or material news or a material event relating to us occurs; or |
Ø | prior to the expiration of the180-daylock-up period, we announce that we will release earnings results during the 16 day period beginning on the last day of the180-daylock-up period, |
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Ø | stabilizing transactions; |
Ø | short sales; |
Ø | purchases to cover positions created by short sales; |
Ø | imposition of penalty bids; and |
Ø | syndicate covering transactions. |
Ø | the information set forth in this prospectus and otherwise available to representatives; |
Ø | our history and prospects and the history of and prospects for the industry in which we compete; |
Ø | an assessment of our management; |
Ø | our prospects for future earnings and the present state of our development; |
Ø | the general condition of the securities markets at the time of this offering; |
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Ø | the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and |
Ø | other factors deemed relevant by the underwriters and us. |
(a) | to legal entities which are authorized or regulated to operate in the financial markets, or, if not so authorized or regulated, whose corporate purpose is solely to invest in our securities; |
(b) | to any legal entity which has two or more of (1) an average of at least 250 employees during the last (or, in Sweden, the last two) financial year(s); (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last (or, in Sweden, the last two) annual or consolidated accounts; or |
(c) | to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or |
(d) | in any other circumstances falling within Article 3(2) of the Prospectus Directive provided that no such offer of our securities shall result in a requirement for the publication by us or any underwriter or agent of a prospectus pursuant to Article 3 of the Prospectus Directive. |
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SEC Registration Fee | $ | 22,138.65 | ||
Printing Expenses | 110,000 | |||
Legal Fees and Expenses | 1,000,000 | |||
Accountants’ Fees and Expenses | 300,000 | |||
NYSE Listing Fee | 27,500 | |||
FINRA Filing Fee | 31,550 | |||
Blue Sky Fees and Expenses | 50,000 | |||
Transfer Agent’s Fees and Expenses | 30,000 | |||
Other Fees and Expenses | 200,000 | |||
Total | $ | 1,771,188.65 | ||
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175
Crude Carriers Corp. Index to financial statements | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
Cooper Consultants Co. Index to financial statements | ||||
F-10 | ||||
F-11 | ||||
F-12 | ||||
F-13 | ||||
F-14 | ||||
F-15 |
F-1
F-2
As of | ||||
December 31, 2009 | ||||
(In United States dollars) | ||||
Assets | ||||
Current assets | ||||
Cash and cash equivalents | $ | 175 | ||
Total current assets | 175 | |||
Other non-current assets | ||||
Deferred charges (Note 2) | 294,725 | |||
Total non-current assets | 294,725 | |||
TOTAL ASSETS | $ | 294,900 | ||
Liabilities and stockholder’s equity | ||||
Current liabilities | ||||
Due to related parties (Note 3) | $ | 26,800 | ||
Accrued Liabilities (Note 4) | 268,000 | |||
Total current liabilities | 294,800 | |||
Total liabilities | 294,800 | |||
Stockholder’s equity | ||||
Capital stock, $1.00 par value per share; 100 shares issued and outstanding | 100 | |||
Total stockholder’s equity | 100 | |||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | $ | 294,900 | ||
F-3
For the period from | ||||
October 29, 2009 | ||||
(inception) to | ||||
December 31, 2009 | ||||
(In United States dollars) | ||||
Revenues | $ | — | ||
Expenses: | ||||
Voyage expenses | — | |||
Vessel operating expenses | — | |||
Vessel operating expenses—related party | — | |||
General and administrative expenses | — | |||
Vessel depreciation | — | |||
Operating income | $ | — | ||
Other income (expense), net: | ||||
Interest expense and finance cost | — | |||
Interest income | — | |||
Foreign currency loss, net | — | |||
Total other (expense), net | — | |||
Net income | $ | — | ||
F-4
CAPITAL STOCK | ||||||||||||||||||||
Number | Additional | Total | ||||||||||||||||||
of | paid-in | Retained | Stockholder’s | |||||||||||||||||
Shares | Par Value | capital | Earnings | Equity | ||||||||||||||||
(In United States dollars) | ||||||||||||||||||||
Balance at October 29, 2009 (Inception) | — | — | — | — | — | |||||||||||||||
Issuance of capital stock | 100 | $ | 100 | — | — | $ | 100 | |||||||||||||
Balance at December 31, 2009 | 100 | $ | 100 | $ | — | $ | — | $ | 100 | |||||||||||
F-5
For the period from | ||||
October, 29 | ||||
(inception) to | ||||
December 31, 2009 | ||||
(In United States dollars) | ||||
Cash flows from operating activities: | ||||
Net income | $ | — | ||
Cash flows from financing activities: | ||||
Advances from related party | 26,800 | |||
Payment of offering expenses | (26,725 | ) | ||
Issuance of capital stock by Crude Carriers Investments Corp. | 100 | |||
Net cash provided by financing activities | 175 | |||
Net increase in cash and cash equivalents | 175 | |||
Cash and cash equivalents at beginning of the period | — | |||
Cash and cash equivalents at end of period | $ | 175 | ||
Non-Cash in Financing Activities | ||||
Accrued offering expenses | 268,000 |
F-6
1. | Nature of Operations |
2. | Significant Accounting Policies |
3. | Transactions with Related Parties |
4. | Accrued Liabilities |
5. | Legal Proceedings |
6. | Subsequent Events |
(a) | Credit Facility |
F-7
(b) | Share Purchase Agreements |
Ø | the acquisition of the shares of Cooper Consultants Co., the vessel owning company of the M/T Miltiadis M II, a modern, 2006-built Suezmax crude tanker (the “Initial Suezmax”), for a total consideration of $71,250,000. The acquisition of the shares of Cooper Consultants Co. by the Company, shall take place on the consummation of the Initial Public Offering (“IPO”) of the Company on the New York Stock Exchange. The M/T Miltiadis M II will be transferred to the Company at historical cost of CMTC at the date of transfer and the difference between the acquisition price and the vessel’s net book value, will be recorded in the Company’s stockholders’ equity. All assets and liabilities of the vessel-owning company of M/T Miltiadis M II except the vessel and necessary permits will be retained by CMTC. |
Ø | the acquisition of the shares of Alexander The Great Carriers Corp., the vessel owning company of a new building motor tanker currently under construction by Universal Shipbuilding Corporation in Japan bearing hull number S093 (“Hull S093”). The total acquisition cost is $96,500,000 and up to date the vessel owning subsidiary of Hull S093 had paid advances of $19,300,000 towards this hull. The remaining amount of $77,200,000 will be paid to the shipyard upon the delivery of the vessel in March 2010. The acquisition of the shares of Alexander The Great Carriers Corp. by the Company shall take place on the consummation of the Company’s IPO on the New York Stock Exchange and on the same time Crude Carriers Corp. has to remit to CMTC the amount of $19,300,000 which represents the advances that CMTC paid to the shipyard toward this hull. |
Ø | the acquisition of the shares of Achilleas Carriers Corp., the vessel owning company of a new building motor tanker currently under construction by Universal Shipbuilding Corporation in Japan bearing hull number S094 (“Hull S094”). The total acquisition cost is $96,500,000 and up to date the vessel owning subsidiary of Hull S094 had paid advances of $19,300,000 towards this hull. The remaining amount of $77,200,000 will be paid to the shipyard upon the delivery of the vessel in June 2010. The acquisition of the shares of Achilleas Carriers Corp. by the Company shall take place on the consummation of the Company’s IPO on the New York Stock Exchange and on the same time Crude Carriers Corp. has to remit to CMTC the amount of $19,300,000 which represents the advances that CMTC paid to the shipyard toward this hull. |
(c) | Amendment and restatement of the articles of incorporation and equity incentive plan |
F-8
F-9
F-10
As of | As of | |||||||
December 31, 2009 | December 31, 2008 | |||||||
(In thousands of United States | ||||||||
Dollars, except number of shares) | ||||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 1 | $ | 1 | ||||
Trade accounts receivable, net of allowance for bad debts of $0 and $301, respectively | 1,340 | 1,589 | ||||||
Due from related parties (Note 3) | 1,878 | 56 | ||||||
Prepayments and other assets | 45 | 83 | ||||||
Inventories | 1,411 | 785 | ||||||
Total current assets | 4,675 | 2,514 | ||||||
Fixed assets | ||||||||
Vessel, net (Note 4) | 76,238 | 79,595 | ||||||
Total fixed assets | 76,238 | 79,595 | ||||||
Other non-current assets | ||||||||
Deferred charges, net | 53 | 65 | ||||||
Total non-current assets | 76,291 | 79,660 | ||||||
TOTAL ASSETS | $ | 80,966 | $ | 82,174 | ||||
Liabilities and stockholder’s equity | ||||||||
Current liabilities | ||||||||
Current portion of related-party long-term debt (Note 3) | $ | 3,161 | $ | 3,161 | ||||
Trade accounts payable | 1,344 | 1,324 | ||||||
Due to related parties (Note 3) | — | 1,764 | ||||||
Accrued liabilities (Note 5) | 302 | 341 | ||||||
Total current liabilities | 4,807 | 6,590 | ||||||
Long-term liabilities | ||||||||
Long-term related-party debt (Note 3) | 29,299 | 32,460 | ||||||
Total long-term liabilities | 29,299 | 32,460 | ||||||
Total liabilities | 34,106 | 39,050 | ||||||
Commitments and contingencies (Note 8) | ||||||||
Stockholder’s equity | ||||||||
Common stock (par value $0; 500 shares issued and outstanding at December 31, 2009 and 2008) (Note 6) | — | — | ||||||
Additional paid-in capital (Note 6) | 18,500 | 18,500 | ||||||
Retained earnings | 28,360 | 24,624 | ||||||
Total stockholder’s equity | 46,860 | 43,124 | ||||||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | $ | 80,966 | $ | 82,174 | ||||
F-11
For The Years Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands of United States Dollars) | ||||||||||||
Revenues | $ | 16,870 | $ | 39,166 | $ | 24,665 | ||||||
Expenses: | ||||||||||||
Voyage expenses | 6,252 | 14,317 | 10,800 | |||||||||
Vessel operating expenses | 2,457 | 2,351 | 2,243 | |||||||||
Vessel operating expenses - related party (Note 3) | 540 | 540 | 270 | |||||||||
General and administrative expenses | — | 301 | ��� | |||||||||
Vessel depreciation (Note 4) | 3,357 | 3,356 | 3,356 | |||||||||
Operating income | $ | 4,264 | $ | 18,301 | $ | 7,996 | ||||||
Other income (expense), net: | ||||||||||||
Interest expense and finance cost | (530 | ) | (1,590 | ) | (3,132 | ) | ||||||
Interest income | — | 1 | 3 | |||||||||
Foreign currency loss, net | 2 | — | (21 | ) | ||||||||
Total other (expense), net | (528 | ) | (1,589 | ) | (3,150 | ) | ||||||
Net income | $ | 3,736 | $ | 16,712 | $ | 4,846 | ||||||
F-12
COMMON STOCK | Additional | Total | ||||||||||||||||||
Number of | paid-in | Retained | Stockholder’s | |||||||||||||||||
Shares | Par Value | capital | Earnings | Equity | ||||||||||||||||
(In thousands of United States dollars, except number of shares) | ||||||||||||||||||||
Balance at December 31, 2006 | 500 | — | 18,500 | 3,066 | 21,566 | |||||||||||||||
Net income | — | — | — | 4,846 | 4,846 | |||||||||||||||
Balance at December 31, 2007 | 500 | — | 18,500 | 7,912 | 26,412 | |||||||||||||||
Net income | — | — | — | 16,712 | 16,712 | |||||||||||||||
Balance at December 31, 2008 | 500 | — | $ | 18,500 | $ | 24,624 | $ | 43,124 | ||||||||||||
Net income | — | — | 3,736 | 3,736 | ||||||||||||||||
Balance at December 31, 2009 | 500 | — | $ | 18,500 | $ | 28,360 | $ | 46,860 | ||||||||||||
F-13
For The Years Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands of United States Dollars) | ||||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 3,736 | $ | 16,712 | $ | 4,846 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Vessel depreciation | 3,357 | 3,356 | 3,356 | |||||||||
Provision for allowance of bad debts | — | 301 | — | |||||||||
Amortization of deferred charges | 12 | 14 | 48 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Trade accounts receivable | 249 | 2,235 | (2,261 | ) | ||||||||
Due from related parties | (1,822 | ) | (8 | ) | (5 | ) | ||||||
Prepayments and other assets | 38 | (21 | ) | (43 | ) | |||||||
Inventories | (626 | ) | 352 | (355 | ) | |||||||
Trade accounts payable | 20 | (220 | ) | 543 | ||||||||
Due to related parties | (1,764 | ) | (1,901 | ) | 3,146 | |||||||
Accrued liabilities | (39 | ) | 39 | 38 | ||||||||
Net cash provided by operating activities | 3,161 | 20,859 | 9,313 | |||||||||
Cash flows from financing activities: | ||||||||||||
Due to related parties—debt financing | — | (16,903 | ) | 16,903 | ||||||||
Repayments of related party debt | (3,161 | ) | (3,966 | ) | (26,213 | ) | ||||||
Net cash (used in) provided by financing activities | (3,161 | ) | (20,869 | ) | (9,310 | ) | ||||||
Net (decrease) increase in cash and cash equivalents | — | (10 | ) | 3 | ||||||||
Cash and cash equivalents at beginning of the year | 1 | 11 | 8 | |||||||||
Cash and cash equivalents at end of year | $ | 1 | $ | 1 | $ | 11 | ||||||
Supplemental Cash Flow Information | ||||||||||||
Cash paid for interest | $ | 513 | $ | 1,596 | $ | 3,082 |
F-14
1. | Basis of Presentation and General Information |
2. | Significant Accounting Policies |
F-15
F-16
F-17
3. | Transactions with Related Parties |
Ø | Capital contribution from CMTC; |
Ø | Loan agreements that CMTC entered into, acting as the borrower, for the financing of the acquisition of the M/T Miltiadis M II; |
Ø | Manager payments on behalf of the vessel owning company and hire receipts from charterers; |
Ø | Manager monthly fees, for providing services such as chartering, technical support and maintenance, insurance, consulting, financial and accounting services; and |
Ø | Funds advanced to and received from entities with common ownership. |
As of | As of | |||||||
December 31, 2009 | December 31, 2008 | |||||||
Due from Related Parties: | ||||||||
CSM—Manager(a) | 1,878 | 56 | ||||||
Total due from related parties | $ | 1,878 | $ | 56 | ||||
Due to Related Parties: | ||||||||
CMTC—loan—(b) | 32,460 | 35,621 | ||||||
CSM—Manager(a) | — | 1,764 | ||||||
Total due to related parties | $ | 32,460 | $ | 37,385 | ||||
F-18
As of | As of | |||||||
December 31, 2009 | December 31, 2008 | |||||||
Total related-party loan | $ | 32,460 | $ | 35,621 | ||||
Less: Current portion | 3,161 | 3,161 | ||||||
Long-term portion | $ | 29,299 | $ | 32,460 | ||||
Year ending December 31, | Amount | |||
2010 | $ | 3,161 | ||
2011 | 3,161 | |||
2012 | 3,161 | |||
2013 | 3,161 | |||
2014 | 3,161 | |||
Thereafter | 16,655 | |||
Total | $ | 32,460 | ||
F-19
4. | Vessel |
As of | As of | |||||||
December 31, 2009 | December 31, 2008 | �� | ||||||
Cost: | ||||||||
Vessel cost | 88,545 | 88,545 | ||||||
Total cost | 88,545 | 88,545 | ||||||
Less: accumulated depreciation | (12,307 | ) | (8,950 | ) | ||||
Vessel, net | $ | 76,238 | $ | 79,595 | ||||
5. | Accrued Liabilities |
As of | As of | |||||||
December 31, 2009 | December 31, 2008 | |||||||
Loan interest and loan fees | 4 | 5 | ||||||
Wages and crew expenses | 75 | 47 | ||||||
Other operating expenses | 85 | 66 | ||||||
Voyage expenses and commissions | 138 | 223 | ||||||
Total | $ | 302 | $ | 341 | ||||
6. | Stockholder’s Equity |
7. | Income Taxes |
F-20
8. | Commitments and Contingencies |
9. | Subsequent Events |
F-21
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Item 6. | Indemnification of Directors and Officers. |
II-1
Item 7. | Recent Sales of Unregistered Securities |
II-2
Item 8. | Exhibits and Financial Statement Schedules |
Exhibit | ||||
Number | Description | |||
1 | .1 | Form of Underwriting Agreement* | ||
3 | .1 | Amended and Restated Articles of Incorporation of Crude Carriers Corp.* | ||
3 | .2 | Amended and Restated Bylaws of Crude Carriers Corp.* | ||
4 | .1 | Form of Registration Rights Agreement between Crude Carriers Corp. and Crude Carriers Investments Corp.* | ||
4 | .2 | Form of Subscription Agreement for Class B Stock between Crude Carriers Corp. and Crude Carriers Investments Corp.* | ||
4 | .3 | Specimen stock certificate representing the Registrant’s common stock* | ||
5 | .1 | Opinion of Watson, Farley & Williams (New York) LLP, Marshall Islands counsel to Crude Carriers, as to the legality of securities being registered* | ||
8 | .1 | Opinion of Watson, Farley & Williams (New York) LLP, Marshall Islands counsel to Crude Carriers, as to certain tax matters** | ||
8 | .2 | Opinion of Sullivan & Cromwell LLP, special United States counsel to Crude Carriers, as to certain United States federal income tax matters | ||
10 | .1 | Form of Management Agreement between Crude Carriers Corp. and Capital Ship Management Corp.* | ||
10 | .2 | Form of Business Opportunities Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp.* | ||
10 | .3 | Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Cooper Consultants Co.* | ||
10 | .4 | Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Alexander the Great Carriers Corp.* | ||
10 | .5 | Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Achilleas Carriers Corp.* | ||
10 | .6 | Crude Carriers 2010 Equity Incentive Plan* | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm* | ||
23 | .2 | Consent of Clarkson Research Services Limited* | ||
23 | .3 | Consent of Evangelos M. Marinakis* | ||
23 | .4 | Consent of Gregory J. Timagenis* | ||
23 | .5 | Consent of Pierre de Demandolx Dedons* | ||
23 | .6 | Consent of Gerasimos G. Kalogiratos* | ||
23 | .7 | Consent of Andreas C. Konialidis* | ||
23 | .8 | Consent of Socrates Kominakis* | ||
23 | .9 | Consent of Richard Sages* | ||
24 | .1 | Powers of Attorney |
II-3
Item 9. | Undertakings. |
II-4
By: | /s/ Gerasimos G. Kalogiratos |
Signature | Title | |||
/s/ Evangelos M. Marinakis Evangelos M. Marinakis | Chairman of the Board of Directors, Chief Executive Officer and Director | |||
/s/ Ioannis E. Lazaridis Ioannis E. Lazaridis | President | |||
/s/ Gerasimos G. Kalogiratos Gerasimos G. Kalogiratos | Chief Financial Officer and Director | |||
/s/ * Andreas C. Konialidis | Chartering Manager and Director | |||
/s/ * Gregory J. Timagenis | Director | |||
/s/ * Richard Sages | Director | |||
/s/ * Pierre de Demandolx Dedons | Director | |||
/s/ * Socrates Kominakis | Director | |||
By: | /s/ Gerasimos G. Kalogiratos Gerasimos G. Kalogiratos, Attorney-in-fact |
II-5
By: | /s/ Gregory F. Lavelle |
II-7
Exhibit | ||||
Number | Description | |||
1 | .1 | Form of Underwriting Agreement* | ||
3 | .1 | Amended and Restated Articles of Incorporation of Crude Carriers Corp.* | ||
3 | .2 | Amended and Restated Bylaws of Crude Carriers Corp.* | ||
4 | .1 | Form of Registration Rights Agreement between Crude Carriers Corp. and Crude Carriers Investments Corp.* | ||
4 | .2 | Form of Subscription Agreement for Class B Stock between Crude Carriers Corp. and Crude Carriers Investments Corp.* | ||
4 | .3 | Specimen stock certificate representing the Registrant’s common stock* | ||
5 | .1 | Opinion of Watson, Farley & Williams (New York) LLP, Marshall Islands counsel to Crude Carriers, as to the legality of securities being registered* | ||
8 | .1 | Opinion of Watson, Farley & Williams (New York) LLP, Marshall Islands counsel to Crude Carriers, as to certain tax matters* | ||
8 | .2 | Opinion of Sullivan & Cromwell LLP, special United States counsel to Crude Carriers, as to certain United States federal income tax matters | ||
10 | .1 | Form of Management Agreement between Crude Carriers Corp. and Capital Ship Management Corp.* | ||
10 | .2 | Form of Business Opportunities Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp.* | ||
10 | .3 | Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Cooper Consultants Co.* | ||
10 | .4 | Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Alexander the Great Carriers Corp.* | ||
10 | .5 | Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Achilleas Carriers Corp.* | ||
10 | .6 | Crude Carriers 2010 Equity Incentive Plan* | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm* | ||
23 | .2 | Consent of Clarkson Research Services Limited* | ||
23 | .3 | Consent of Evangelos M. Marinakis* | ||
23 | .4 | Consent of Gregory J. Timagenis* | ||
23 | .5 | Consent of Pierre de Demandolx Dedons* | ||
23 | .6 | Consent of Gerasimos G. Kalogiratos* | ||
23 | .7 | Consent of Andreas C. Konialidis* | ||
23 | .8 | Consent of Socrates Kominakis* | ||
23 | .9 | Consent of Richard Sages* | ||
24 | .1 | Powers of Attorney |
II-8