Exhibit 99.1
LETTER OF TRANSMITTAL
SEASPAN CORPORATION
Offer to Exchange
up to $250,000,000 principal amount of 5.50% Senior Notes due 2026 and the related guarantees,
which have been registered under the Securities Act of 1933, as amended (the “Securities Act”)
for
any and all outstanding unregistered
$250,000,000 principal amount of 5.50% Senior Notes due 2026 and the related guarantees
Pursuant to the Prospectus dated , 2019
THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON , 2019, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to The Bank of New York Mellon (the “Exchange Agent”) as follows:
By Mail or Hand:
The Bank of New York Mellon
240 Greenwich Street, Floor 7E
New York, NY 10286
Attn: Joellen McNamara
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO SEASPAN CORPORATION.
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT212-815-5587.
The undersigned acknowledges receipt of the Prospectus, dated , 2019 (the “Prospectus”), of Seaspan Corporation, a Marshall Islands corporation (the “Company”), and this Letter of Transmittal (this “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange up to $250,000,000 in aggregate principal amount of its new 5.50% Senior Notes due 2026 (the “New Exchange Notes”), which have been registered under the Securities Act, pursuant to a Registration Statement of which the Prospectus constitutes a part, for a like amount of its outstanding unregistered 5.50% Senior Notes due 2026 (the “Old Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Prospectus.
For each Old Note accepted for exchange, the holder of such Old Note will receive an Exchange Note, having a principal amount equal to that of the surrendered Old Note. The Exchange Notes will accrue interest at the rate of 5.50% per annum from the last date on which interest was paid on the Old Notes surrendered in exchange therefor or if no interest has been paid, from the original issue date of the Old Notes. No additional interest will be paid on Old Notes tendered and accepted for exchange.
The Company reserves the right, in its sole discretion, to extend the Exchange Offer, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company reserves the right, in its sole discretion, to delay accepting for exchange any Old Notes and, subject to the terms set forth in “Summary Description of the Exchange Offer—Conditions to the Exchange Offer,” to amend the terms of the Exchange Offer in any manner. The Company also reserves the right, in its sole discretion, to extend or terminate the Exchange Offer and to refuse to accept Old Notes not previously accepted if any of the conditions set forth in “Summary Description of the Exchange Offer—Conditions to the Exchange Offer” have not been satisfied by the Expiration Date.
This Letter is to be completed by a holder of Old Notes either if a tender of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company’s Book-Entry Transfer Facility (the “Book-Entry Transfer Facility”) or if Old Notes are to be forwarded herewith pursuant to the procedure set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
The undersigned has supplied the appropriate information and completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.
If Old Notes are being tendered in certificated form, list below the Old Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule affixed hereto.
Description of Old Notes Tendered | ||||||||
Name(s) and Address(es) of Registered Holder(s) | (1) | (2) | (3) | (4) | ||||
Total Principal Amount of Old Notes Tendered
| * | Need not be completed if Old Notes are being tendered by book-entry transfer. |
| ** | Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in column 3. See Instruction 5. Old Notes tendered hereby must be in minimum denomination of $1,000 and integral multiples of $1,000. See Instruction 1. |
☐ Check here if tendered Old Notes are being delivered by book-entry transfer made to the account maintained by the Exchange Agent with the Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution:
Account Number:
Transaction Code Number: |
☐ Check this box if the beneficial owner of the Old Notes is an exchanging dealer and such exchanging dealer acquired the Old Notes for its own account as a result of market-making activities or other trading activities. |
☐ Check here if you are an exchanging dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.
Name:
Address:
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
|
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the undersigned nor any such other person is participating in, or intends to participate in, or has any arrangement or understanding with any person to participate in, the distribution of the Old Notes or Exchange Notes within the meaning of the Securities Act.
The undersigned also acknowledges that the Exchange Offer is being made based upon the Company’s understanding of interpretations by the staff of the Securities and Exchange Commission (the “SEC”) as set forth inno-action letters issued to third parties, including Exxon Capital Holdings Corporation (available April 13, 1988), and similar letters, that the Exchange Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof, other than by any holder that is a broker-dealer who acquired Old Notes for its own account as a result of market-making or other trading activities or by any holder which is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act. The Exchange Notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act if: (i) the holder is acquiring the Exchange Notes in the ordinary course of its business; (ii) the holder is not engaging in and does not intend to engage in a distribution of the Exchange Notes; (iii) the holder does not have any arrangement or understanding with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes; and (iv) the holder is not an “affiliate” of the Company or any of the guarantors of the Exchange Notes, within the meaning of Rule 405 under the Securities Act.
However, the SEC has not considered the Exchange Offer in the context of ano-action letter, and the Company cannot guarantee that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in these other circumstances.
Each holder must furnish a written representation, at the Company’s request, that
| • | it is not an affiliate of the Company or, if an affiliate, that it will comply with registration and prospectus delivery requirements of the Securities Act to the extent applicable; |
| • | it is not engaged in, and does not intend to engage in, a distribution of the notes issued in the Exchange Offer and has no arrangement or understanding to participate in a distribution of notes issued in the Exchange Offer; and |
| • | it is acquiring the Exchange Notes in the ordinary course of its business. |
Each holder who cannot make such representations:
| • | will not be able to rely on the interpretations of the staff of the SEC in the above-mentioned interpretive letters; |
| • | will not be permitted or entitled to tender Old Notes in the Exchange Offer; and |
| • | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of Old Notes, unless the sale is made under an exemption from such requirements. |
In addition, each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver this prospectus in connection with any resale of such notes issued in the Exchange Offer.
The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal of Tenders” section of the Prospectus.
Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please credit the Exchange Notes to the account indicated above maintained at the Book-Entry Transfer Facility. The undersigned understands that any Old Notes tendered in certificated form will not be exchanged for Exchange Notes in certificated from, but rather will be exchanged for Exchange Notes in the form of a beneficial interest in the global note representing the Exchange Notes by a credit of the Exchange Notes to an account maintained at the Book-Entry Transfer Facility. Accordingly, any holder tendering Old Notes in certificated form must complete the box entitled “Special Issuance Instructions” to specify the account at the Book-Entry Transfer Facility that should be credited with the Exchange Notes to be received in exchange. Please deliver any substitute certificates representing Old Notes not exchanged in the name of the undersigned, unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, and please send any such substitute certificates to the undersigned at the address shown above in the box entitled “Description of Old Notes,” unless otherwise indicated under the box entitled “Special Delivery Instructions” below.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE BOXES.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 and 6)
To be completed ONLY if certificates for Old Notes are being tendered for exchange, if certificates for Old Notes not exchanged are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.
Credit Old Notes in certificated form accepted for exchange and unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility Account set forth below.
(Book Entry Transfer Facility
Account Number, if applicable)
Issue substitute certificates representing Old Notes note exchanged to:
Name(s):
(Please Type or Print)
Address:
(Including Zip Code)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 6)
To be completed ONLY if certificates for Old Notes not exchanged are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above or to such person(s) at an address other than shown in the box entitled “Description of Old Notes” on this Letter above.
Mail substitute certificates for Old Notes to:
Name(s):
(Please Type or Print)
Address:
(Including Zip Code)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE OLD NOTES OR A BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW) AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
IN ADDITION, COMPLETE FORMW-9 | ||
X
| ||
X
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| (Signature of Registered Holder(s) or Authorized Signatory) | Date | |
| Note: The above lines must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on the Old Notes or by person(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian,attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 4. | ||
| Name(s) | ||
| (Please type or Print) | ||
| Capacity (Full title) | ||
| Address | ||
| (Including Zip Code) | ||
| Area Code and Telephone Number | ||
| Tax Identification or Social Security No. | ||
| SIGNATURE GUARANTEE (If required by Instruction 4) | ||
| Signature(s) Guaranteed by an Eligible Institution | ||
| (Authorized Signature) | ||
| Name | ||
| Title | ||
| Name of Firm | ||
| Address | ||
| (Including Zip Code) | ||
| Area Code and Telephone Number | ||
| Dated | ||
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
| 1. | Delivery of this Letter and Old Notes |
Except as set forth below, (i) a holder who wishes to tender Old Notes for exchange pursuant to the Exchange Offer must mail or otherwise deliver this Letter, properly completed and validly executed, including FormW-9 and all other documents required by this Letter, to the Exchange Agent at its address set forth herein, and the certificates for Old Notes must be received by the Exchange Agent at its address set forth herein or (ii) such Old Notes must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus, which procedures require a timely confirmation of such transfer of Old Notes into the Exchange Agent’s account, and timely receipt by the Exchange Agent of an “Agent’s Message” and any other documents required by this Letter. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Exchange Agent and forming a part of a confirmation of the book-entry tender of Old Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”), that states that DTC has received an express acknowledgment from a participant in DTC tendering Old Notes that are the subject of the Book-Entry Confirmation stating (a) the aggregate principal amount of Old Notes that have been tendered by such participant, (b) that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and (c) that we may enforce such agreement against the participant.
The method of delivery of this Letter, the Old Notes and all other required documents to the Exchange Agent, including delivery through DTC, is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Exchange Agent. If such delivery is by mail, it is suggested that certified or registered mail, properly insured, with return receipt requested, be used. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, arrangements should be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal, Old Notes, or other required documents should be sent to the Company. Neither the Company nor the Exchange Agent is under any obligation to notify any tendering holder of the Company’s acceptance of tendered Old Notes prior to the closing of the Exchange Offer.
Old Notes tendered hereby must be in minimum denominations of $1,000 and integral multiples of $1,000.
| 2. | No Guaranteed Delivery Procedures |
The Company is not providing guaranteed delivery procedures in connection with the Exchange Offer. You must tender your Old Notes in accordance with the procedures set forth herein and in the Prospectus.
| 3. | Beneficial Owner Instructions to Registered Holders |
Only a holder in whose name tendered Old Notes are registered on the books of the registrar (or the legal representative orattorney-in-fact of such registered holder) may execute and deliver this Letter of Transmittal. Any beneficial owner of tendered Old Notes who is not the registered holder must contact the registered owner promptly and either make appropriate arrangements to register ownership of the Old Notes in the beneficial owner’s name or arrange with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from beneficial owner form accompanying this Letter of Transmittal.
| 4. | Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures |
If this Letter is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, Exchange Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder of any certificates specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name of the registered holder appears on the certificates and the signatures on such certificates must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians,attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.
Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, by a commercial bank or trust company having an office or correspondent in the United States or by an “Eligible Guarantor Institution” within the meaning of Rule17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution”).
Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Old Notes are tendered: (i) by a registered Holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter or (ii) for the account of an Eligible Institution.
| 5. | Partial Tenders (not applicable to Holders of Old Notes who Tender by Book-Entry Transfer) |
If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the box above entitled “Description of Old Notes — Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
| 6. | Special Issuance and Delivery Instructions |
Tendering holders of Old Notes should indicate in the applicable box the account at the Book-Entry Transfer Facility to which Exchange Notes issued pursuant to the Exchange Offer are to be credited, if different from the account number appearing below the box entitled “Description of Old Notes.” Old Notes tendered in certificated form will not be exchanged for Exchange Notes in certificated form, but rather will be exchanged for Exchange Notes in the form of a beneficial interest in the global note representing the Exchange Notes by a credit of the Exchange Notes to an account maintained at the Book-Entry Transfer Facility. Accordingly, any holder tendering Old Notes in certificated form must indicate in the box entitled “Special Issuance Instructions” to specify the account at the Book-Entry Transfer Facility that should be credited with the Exchange Notes to be received in exchange. Any substitute certificates representing Old Notes not exchanged will be delivered in the name of the undersigned at the address shown above in the box entitled “Description of Old Notes,” unless otherwise indicated herein in the appropriate box.
| 7. | U.S. Backup Tax Withholding and Internal Revenue Service FormW-9 |
Federal income tax law requires that the holder(s) of any tendered Old Notes which are accepted for exchange must provide the Company (as payor) with its correct taxpayer identification number (“TIN”), which, in the case of a holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN, the Holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service. (If withholding results in an overpayment of taxes, a refund may be obtained.) Certain holders (including, among others, certain foreign individuals) are not subject to these backup withholding and reporting requirements. See FormW-9 and related instructions, and “Instructions for the Requester of FormW-9” (both of which may be obtained on the Internal Revenue Service Website atwww.irs.gov).
To prevent backup withholding, each U.S. holder of tendered Old Notes must provide such holder’s correct TIN by completing the FormW-9, certifying that the TIN provided is correct (or that such holder is awaiting for a TIN to be issued to such holder), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendered Old Notes are registered in more than one name or are not in the name of the actual owner, consult the FormW-9 and related instructions.
Eachnon-U.S. Holder must submit the appropriate completed IRS FormW-8 (generally FormW-8BEN (fornon-U.S. individuals) orW-8BEN-E (fornon-U.S. entities)) to avoid backup withholding and federal income tax withholding. The appropriate form and instructions may be obtained via the Internal Revenue Service website atwww.irs.gov.
The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company’s obligation regarding backup withholding.
| 8. | Transfer Taxes |
The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by this tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 8, it is not necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter.
| 9. | Validity of Tender |
All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company shall be final and binding on all parties. The Company also reserves the absolute right to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the Expiration Date. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, or in the case of Old Notes delivered by book-entry transfer within DTC, will be credited to the account maintained within DTC by the participant in DTC which delivered such Old Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.
| 10. | Waiver of Conditions |
The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.
| 11. | No Conditional Tenders |
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes, nor shall any of them incur any liability for failure to give any such notice.
| 12. | Mutilated, Lost, Stolen or Destroyed Old Notes |
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.
| 13. | Requests for Assistance or Additional Copies |
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.
| 14. | Acceptance of Tendered Old Notes and Issuance of Exchange Notes; Return of Old Notes |
Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Old Notes as promptly as practicable after the Expiration Date (unless the Company
elects in its sole discretion to accept for exchange Old Notes prior to the Expiration Date) and will issue Exchange Notes therefor as promptly as practicable after acceptance. For purposes of the Exchange Offer, the Company shall be deemed to have accepted tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Old Notes will be returned by the Exchange Agent to the tendering holders, as promptly as practicable following the Expiration Date to the undersigned at the address shown in the box entitled “Description of Old Notes” or at a different address as may be indicated in the box entitled “Special Delivery Instructions.”
| 15. | Withdrawal |
Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.”
INSTRUCTIONS
TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
OF
SEASPAN CORPORATION
UNREGISTERED 5.50% SENIOR NOTES DUE 2026
To Registered Holder and/or Book-Entry Transfer Facility Participant:
The undersigned hereby acknowledges receipt of the Prospectus, dated , 2019 (the “Prospectus”) of Seaspan Corporation, a Marshall Islands corporation, and the letter of transmittal (the “Letter of Transmittal”), which together constitute our offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Letter of Transmittal.
This will instruct you, the registered holder and/or Book-Entry Transfer Facility Participant, as to action to be taken by you relating to the Exchange Offer with respect to our unregistered 5.50% Senior Notes due 2026 (the “Old Notes”), held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):
$ of the unregistered 5.50% Senior Notes due 2026.
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
| ☐ | TO TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any): |
$
| ☐ | NOT TO TENDER any Old Notes held by you for the account of the undersigned. |
If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to, the representations that (i) any new registered notes (the “Exchange Notes”) being received by the undersigned will be acquired in the ordinary course of its business, (ii) the undersigned is not engaging in and does not intend to engage in a distribution of any Exchange Notes, (iii) the undersigned has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes within the meaning of the Securities Act, (iv) the undersigned is not our “affiliate”, as defined in Rule 405 of the Securities Act, or, if it is our affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and (v) if the undersigned is a broker-dealer, by tendering Old Notes and executing this Letter of Transmittal, such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act); (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Old Notes.
EXCHANGING DEALER STATUS
| ☐ | Check this box if the beneficial owner of the Old Notes is an exchanging dealer and such exchanging dealer acquired the Old Notes for its own account as a result of market-making activities or other trading activities. |
SIGN HERE
Name of beneficial owner(s):
Signature(s):
Name (please print):
Address:
Telephone number:
Taxpayer Identification or Social Security Number:
Date:
