Mail Stop 03-05
July 1, 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 June 16, 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. Please complete all blank spaces within an amendment to the
Registration Statement on Form S-1, including the initial public
offering price and per share data.
2. We note the artwork you provided in response to prior comment
1.
Two of the graphics appear to be two Panamax vessels you own. The
identity of the vessel in the third graphic is unclear. Please
provide a brief description to help investors understand the
purpose
of the artwork that you plan to present in the prospectus.
Prospectus Cover Page
3. We note from your response to prior comment 29 that Fleet
Acquisition currently owns 500 shares of your common stock. In
this
regard, please advise whether the over-allotment arrangement Fleet
Acquisition has with the underwriters as well as the shares Fleet
Acquisition plans to offer to the public involves the 500 shares
currently owned by Fleet Acquisition. If not, please provide a
timeline as to the order in which events relating to the issuance
of
shares to Fleet Acquisition and the option issued to the
underwriters
will take place. We may have further comment upon review of your
response.
Risk Factors, page 12
Any issuance of additional share of common stock, page 18
4. We note your response to prior comment 16. Please expand your
disclosure to better explain to investors the risk of how
additional
shares of common stock could dilute interest in your company.
Management`s Discussion and Analysis, page 33
Lack of Historical Operating Data for Vessels Before Their
Acquisition, page 36
5. You stated, in your initial filing, that you understand that
COFCO
used the vessels while in its ownership for carriage of its own
cargoes and for cargoes of third parties which resulted in a
different commercial and technical management structure from
yours.
We assume that your understanding has not changed. Please confirm
or
advise supplementally.
6. We note from the disclosure included in this amendment that you
plan to treat acquisitions of vessels, including vessels acquired
with charter, as the acquisition of an asset rather than a
business.
Please note that we would consider each such acquisition
separately
and on a facts and circumstances basis before concluding that an
asset had been acquired, as opposed to a business.
7. Please add to your risk factor section the business risk that
the
vessels you acquired are free of a charter agreement and the
infrequency that the current charter continues in the hands of the
new acquirer. Also briefly explain the magnitude of the business
risk to investors.
Business, page 64
Our Customers, page 69
8. We note your response to prior comment 20; however, any
contract
in the ordinary course of business upon which your business is
substantially dependent should be disclosed and filed as an
exhibit
except where the amount is immaterial in amount or significance.
Please revise to disclose the material terms of your agreements
with
the two charterers that account for more than 10% of revenues and
file these agreements as exhibits to this registration statement
or
advise. Please refer to Item 601(b)(10)(ii)(B) of Regulation S-K.
Principal and Selling Shareholders, page 81
9. It is not clear whether Fleet Acquisition is a broker-dealer or
affiliated with a broker-dealer based on the affiliations you note
in
footnote 1. Please note that if your selling shareholder is a
broker-dealer, then it should be identified as an underwriter in
the
amended registration statement. In the alternative, if your
selling
shareholder is an affiliate of a broker-dealer, please disclose
whether to the best of your knowledge this entity purchased the
securities in the ordinary course of business and, if at the time
of
the purchase of the securities to be resold, the selling
shareholder
had any agreements or understandings, directly or indirectly, with
any person to distribute the securities. If you are unable to
make
these assertions for the selling shareholder identified as an
affiliate of broker-dealers, then you must identify the seller as
an
underwriter. Please revise accordingly.
Underwriting, page 106
Directed Share Program, page 107
10. We note your response to prior comment 25. Please advise
whether
the persons participating in the directed share program will be
subject to a lock-up agreement. Also, please tell us whether you
have allocated a significant block of shares to the directed share
program.
Lock-up Agreements, page 107
11. Please disclose how the lock-up with operate in relation to
your
and the selling shareholder`s option to purchase additional
shares.
Also, please file the lock-up agreements as exhibits to the
registration statement.
Part II
Item 7. Recent Sales of Unregistered Securities
12. We note your response to prior comment 29. Please revise to
state briefly the facts relied upon to make the exemption
available.
Please refer to Item 701(d) of Regulation S-K.
Exhibits
13. Amendments should contain currently dated accountants`
consents.
Manually signed consents should be kept on file for five years.
Please refer to Rule 402 of Regulation C.
Other
14. Please continue to consider the financial statement updating
requirements set forth in Rule 3-12 of Regulation S-X.
* * * * *
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
July 1, 2005
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