Mail Stop 03-05
June 6, 2005
Via U.S. Mail
Robert Gerald Buchanan, President
Genco Shipping and Trading Limited
35 West 56th Street
New York, New York 10019
Re: Genco Shipping and Trading Limited
Registration Statement on Form S-1
Filed May 9, 2005
File No. 333-124718
Dear Mr. Buchanan,
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free to
call us at the telephone numbers listed at the end of this letter.
General
1. Prior to printing and distribution of the preliminary
prospectus,
please supplementally provide us mock-ups of any pages that
include
any additional pictures or graphics to be presented. Accompanying
captions, if any, should also be provided. We may have comments
after
reviewing the materials.
Registration Statement Cover Page
2. It appears that you are registering shares of common stock to
be
offered by the selling shareholders. Please separately list this
in
the fee table.
3. Please register the preferred stock purchase rights as separate
securities in the fee table.
Outside Cover Page
4. Please identify the selling shareholder or provide a cross-
reference to its identity in the prospectus.
Prospectus Summary, page 1
Our Company, page 1
5. Please revise to disclose that you are a newly formed company.
6. Please revise to clarify that you are incorporated in the
Republic
of the Marshall Islands.
7. Please delete your reference to "foreseeable future" and
instead
quantify the time period you expect to incur stable revenues to
the
extent practicable.
Fleet Management, page 2
8. Please revise to clarify the role of a technical manager.
Also, we
note that you will contract with reputable independent technical
managers. Please revise to clarify who currently provides
technical
management services, here and in the business section, or advise.
Our Competitive Strengths, page 3
9. The summary seems to present a one-sided view of the company`s
business, as it lists your competitive strengths without
discussing
potential problems that could affect your future success. Please
balance your discussion with a similar bulleted list highlighting
potential problems. These would include, but not be limited to,
the
salient weaknesses of the company, your limitations on paying
dividends, and the most significant risks associated with the
offering.
10. Refer to the first bullet point of this section. Please
clarify
what you mean by "modern" drybulk carriers. Are you referring to
the
age of the carriers? Please revise accordingly.
Summary Consolidated Financial and Other Data, page 7
Selected Consolidated Financial and Other Data, page 29
11. As you will use a portion of the net proceeds to repay debt,
please provide pro forma earnings per share data that gives effect
to
only those common shares whose proceeds are being used for debt
repayment. A footnote explanation to the table should also be
provided.
12. Expand note explanation (1) regarding the EBITDA measure to
indicate that it is also not a source of liquidity or cash flows
as
shown in the statements of cash flows.
Risk Factors, page 8
General
13. Please refer to the introductory paragraph. Please delete the
fifth and sixth sentences of that paragraph. All material risks
should be described. If risks are not deemed material, please do
not
reference them.
14. Revise your subheadings to ensure that it reflects the risk
that
you discuss in your text. Some of your subheadings merely state
facts
about your company, such as "The shipping industry has inherent
operational risks" on page 13, "We will depend on a significant
degree
upon third-party managers" on page 13, "We cannot assure you that
we
will pay dividends" on page 16, and "We may not be able to grow or
effectively manage our growth" on page 16. Succinctly state in
your
subheadings the risk that may result from the facts or
uncertainties.
We cannot assure you that we will pay dividends, page 16
15. Please revise to separately address, in its own risk factor,
the
risk that your credit facility imposes restrictions on paying
dividends.
We may not be able to grow or effectively manage our growth, page
16
16. Please revise to separately address, in its own risk factor or
related risk factor, the risk that investors` interest in your
company
will be diluted if you issue additional shares of common stock.
Management`s Discussion and Analysis, page 32
General, page 32
17. See the listing of vessels in your fleet. It appears that
Genco
Knight has been inadvertently shown as being delivered in 2004.
We
note this particular vessel is not one of the six vessels owned by
you
at December 31, 2004 as disclosed in Note 1 on page F-7. Further,
we
note Genco Knight appears to have been inadvertently excluded from
the
listing, in Note 11 on page F-14, of vessels delivered in 2005.
Please revise the disclosures, as appropriate.
Factors Affecting Our Results of Operations, page 33
18. Expand to discuss the amount of the Company`s operating income
and
net income for the fiscal year ended December 31, 2004 and the
subsequent interim period.
Liquidity and Capital Resources, page 37
19. Please delete your reference to "foreseeable future" and
instead
quantify how long your sources of liquidity will be sufficient to
fund
your current operations.
Business, page 59
Our Customers, page 64
20. We note that three of your charterers each accounted for more
than
10% of your revenues. Please disclose the material terms of your
agreements with these three charterers in your prospectus and file
these agreements as an exhibit to this registration statement.
Refer
to Item 601(a)(10) of Regulation S-K.
Management, page 74
Directors and Executive Officers, page 74
21. Please revise this section to disclose the relevant dates of
Mr.
Kramer`s business experience during the past five years. Refer to
Item 401(e) of Regulation S-K.
Compensation of Directors and Senior Management, page 75
22. We note you disclose the annual compensation that the non-
employee
directors will receive. Please advise whether you considered
disclosing the annual compensation you intend to pay to senior
management.
Underwriting, page 102
23. Please advise us as to whether any members of the underwriting
syndicate will engage in any electronic offer, sale or
distribution of
the shares and supplementally confirm that their procedures have
been
cleared with us. Any electronic offer, sale or distribution
should
also be reflected in this section. If you become aware of any
members
of the underlying syndicate that may engage in electronic offers,
sales or distributions after you respond to this comment, promptly
supplement your response.
24. Tell us whether you or the underwriters have any arrangements
with
a third party to host or access your preliminary prospectus on the
Internet. If so, identify the party and the website and describe
the
material terms of your agreement. Provide us also with copies of
all
information concerning your company or prospectus that has
appeared on
their website. If you subsequently enter into any such
arrangements,
promptly supplement your response.
25. Please advise us whether you will have a directed share
program of
any type. If so, include disclosure in the prospectus describing
the
program and the group it targets. Also, please provide us with
all
materials given to potential purchasers in the directed offering.
Legal Matters, page 106
26. Please expand to disclose that Seward & Kissel will be opining
on
certain tax matters.
Where You Can Find Additional Information, page 107
27. We note that each statement made in this prospectus concerning
a
document filed as an exhibit to the registration statement is
qualified by reference to that exhibit. You may refer readers to
the
related documents for a more complete reading or understanding,
but
should not infer that the prospectus does not contain all material
information from those documents, even if summarized, or that the
statements made in the prospectus are in any way inaccurate.
Please
revise accordingly.
Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-7
28. Expand the accounting policy of "Vessels, net" to specifically
discuss your "deferred drydock cost" as shown in MD&A - Critical
Accounting Policies, or provide a separate accounting policy
footnote.
Part II
Item 7. Recent Sales of Unregistered Securities
29. Please provide all information required by Item 701 of
Regulation
S-K for the shares of common stock you issued to your shareholder.
Exhibits
30. We note your disclosure on page 76 that you expect to enter
into
employment agreements with Mr. Buchanan and Mr. Wobensmith.
Please
file these agreements when they are available. Refer to Item
601(b)(10)(iii) of Regulation S-K.
Exhibit 23.2
31. Amendments should contain currently dated accountants`
consents.
Manually signed consents should be kept on file for five years.
Reference is made to Rule 402 of Regulation C. Please include in
the
first paragraph, the specific day in May 2005 of the independent
registered public accounting firm`s audit report.
Other
32. Please continue to consider the financial statement updating
requirements set forth in Rule 3-12 of Regulation S-X. In this
regard, in the amended Registration Statement, please update to
include unaudited interim financial statements for the three
months
ended March 31, 2005 and related financial information, such as,
but
not limited to, Summary and Selected Consolidated Financial and
Other
Data, Capitalization, and MD&A.
33. We remind you that as stated in Securities Act Release No.
5180, a
registrant is "in registration" at least from the time an issuer
reaches an understanding with a broker-dealer to the period of 25-
40
days after effectiveness, during which dealers must deliver a
prospectus. Interviews conducted by the registrant`s principals
during this period may raise Section 5 concerns since they may be
selling material. Any selling material outside the statutory
prospectus violates the Securities Act unless a final prospectus
is
delivered prior to or simultaneously with that additional selling
material. Please acknowledge the staff`s position in your
response.
* * * * *
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Beverly Singleton at (202) 551-3328 or
Margery
Reich at (202) 551-3347 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Rolaine
Bancroft at (202) 551-3313 or me at (202) 551-3348 with any other
questions.
Regards,
Jennifer G. Williams
Special Counsel
cc: Gary J. Wolfe, Esq.
Seward & Kissel LLP
via facsimile: (212) 480-8421
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Mr. Robert Gerald Buchanan
Genco Shipping and Trading Limited
June 6, 2005
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