UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number:
001-32591
001-38565
001-38566
001-38567
001-38568
001-38569
001-38570
001-38571
001-38572
001-38573
001-38574
001-38575
001-38576
001-38577
001-38578
Seaspan Corporation
(as issuer)
| Seaspan Holding 140 Ltd. | ||
| Seaspan 140 Ltd. | Seaspan Holdco IV Ltd. | |
| Seaspan (Asia) Corporation | Seaspan Investment I Ltd. | |
| Seaspan Containership 2180 Ltd. | Seaspan Ship Management Ltd. | |
| Seaspan Containership 2181 Ltd. | Seaspan Crew Management Ltd. | |
| Seaspan Holdco I Ltd. | Seaspan Management Services Limited | |
| Seaspan Holdco II Ltd. | Seaspan Advisory Services Limited | |
| Seaspan Holdco III Ltd. |
(as guarantors)1
(Exact name of registrant as specified in its charter)
Unit 2, 16/F., W668 Building, Nos. 668 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, China (852) 3588 9400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
5.500% Senior Notes due 2025 of Seaspan Corporation; Guarantees of 5.500% Senior Notes due 2025 of Seaspan Corporation by Seaspan Holding 140 Ltd., Seaspan 140 Ltd., Seaspan (Asia) Corporation, Seaspan Containership 2180 Ltd., Seaspan Containership 2181 Ltd., Seaspan Holdco I Ltd., Seaspan Holdco II Ltd., Seaspan Holdco III Ltd., Seaspan Holdco IV Ltd., Seaspan Investment I Ltd., Seaspan Ship Management Ltd., Seaspan Crew Management Ltd., Seaspan Management Services Limited and Seaspan Advisory Services Limited
(Title of each class of securities covered by this Form)
| 1 | The address and agent for service of each of the guarantors is the same as set forth above for Seaspan Corporation. |
Please place an X in the appropriate box(es) to indicate provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) ☐ (for equity securities) | Rule 12h-6(d) ☐ (for successor registrants) | |
Rule 12h-6(c) ☒ (for debt securities) | Rule 12h-6(i) ☐ (for prior Form 15 filers) | |
PART I
Item 1. Exchange Act Reporting History
| A. | Seaspan Corporation (the “Registrant”) first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in August 2005 upon the effectiveness of its registration statement on Form F-1 filed under the Securities Act of 1933, as amended (the “Securities Act”), and filed its first Annual Report on Form 20-F on March 17, 2006. |
| B. | The Registrant has filed or submitted all reports required under Exchange Act section 13(a) or section 15(d) and corresponding rules of the Securities and Exchange Commission (the “Commission”) for the 12 months preceding the filing of this Form 15F and has filed at least one annual report under section 13(a) of the Exchange Act. |
Item 2. Recent United States Market Activity
Not applicable.
Item 3. Foreign Listing and Primary Trading Market
Not applicable.
Item 4. Comparative Trading Volume Data
Not applicable.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
As of February 6, 2020, the 5.500% Senior Notes due 2025 were held of record by less than 300 persons on a worldwide basis. The Registrant determined the number of holders of record of such series of debt securities on the basis of a security position report obtained from ADP Issuer Services, an independent services provider.
Item 7. Notice Requirement
| A. | The Registrant published in the United States a notice of its intent to terminate its reporting obligations with respect to the 5.500% Senior Notes due 2025 under section 13(a) and section 15(d) of the Exchange Act on February 14, 2020. |
| B. | The Registrant submitted a copy of the notice of intent to terminate its reporting obligations with respect to the 5.500% Senior Notes due 2025 under cover of a Report of Foreign Private Issuer on Form 6-K submitted to the Commission on February 14, 2020. |
Item 8. Prior Form 15F Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
Not applicable.
PART III
Item 10. Exhibits
Not applicable.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
| (1) | The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i); |
| (2) | Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or |
| (3) | It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of Seaspan Corporation, Seaspan Holding 140 Ltd., Seaspan 140 Ltd., Seaspan (Asia) Corporation, Seaspan Containership 2180 Ltd., Seaspan Containership 2181 Ltd., Seaspan Holdco I Ltd., Seaspan Holdco II Ltd., Seaspan Holdco III Ltd., Seaspan Holdco IV Ltd., Seaspan Investment I Ltd., Seaspan Ship Management Ltd., Seaspan Crew Management Ltd., Seaspan Management Services Limited and Seaspan Advisory Services Limited has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, each of Seaspan Corporation, Seaspan Holding 140 Ltd., Seaspan 140 Ltd., Seaspan (Asia) Corporation, Seaspan Containership 2180 Ltd., Seaspan Containership 2181 Ltd., Seaspan Holdco I Ltd., Seaspan Holdco II Ltd., Seaspan Holdco III Ltd., Seaspan Holdco IV Ltd., Seaspan Investment I Ltd., Seaspan Ship Management Ltd., Seaspan Crew Management Ltd., Seaspan Management Services Limited and Seaspan Advisory Services Limited certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
| SEASPAN CORPORATION | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN HOLDING 140 LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN 140 LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN (ASIA) CORPORATION | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN CONTAINERSHIP 2180 LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN CONTAINERSHIP 2181 LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN HOLDCO I LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN HOLDCO II LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN HOLDCO III LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN HOLDCO IV LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN INVESTMENT I LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN SHIP MANAGEMENT LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN CREW MANAGEMENT LTD. | ||||
| Date: March 10, 2020 | By: | /s/ Ryan Courson | ||
| Name: | Ryan Courson | |||
| Title: | Chief Financial Officer | |||
| SEASPAN MANAGEMENT SERVICES LIMITED | ||||
| Date: March 10, 2020 | By: | /s/ Bing Chen | ||
| Name: | Bing Chen | |||
| Title: | President | |||
| SEASPAN ADVISORY SERVICES LIMTED | ||||
| Date: March 10, 2020 | By: | /s/ Bing Chen | ||
| Name: | Bing Chen | |||
| Title: | President | |||