Mail Stop 03-05
June 28, 2005
Mr. Gary Wolfe
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Re: Quintana Maritime Limited
Amendment No. 1 to Registration Statement on Form S-1
Filed on 6/09/05
File No. 333-124576
Dear Mr. Wolfe:
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. We have reviewed your responses to prior comments 25, 34 and 42
of
our letter dated June 2, 2005, and we note that in each response
you
have stated that your disclosures will be updated as further
information becomes available. As relevant decisions are made or
changes in circumstances occur with regard to the revolving credit
facility that you are seeking, the issuance of stock options, and
the
status of your stock split, please revise your disclosures to
comply
with our prior comments, as applicable.
Cover Page
2. Please limit the cover page to only the information required by
Item 501(b) of Regulation S-K. In this regard, please delete the
Use
of Proceeds discussion from the cover page and instead discuss it
early on in your summary.
Prospectus Summary, page 1
3. Please discuss the possible distribution of shares of common
stock
to your sole shareholder in the summary.
Our Relationship with Our Sponsors, page 4
4. Please name the affiliates here of each of Mr. Robertson, First
Reserve and AMCI that beneficially own Quintana Maritime Investors
LLC. Please also revise throughout, as necessary.
Restrictive covenants in our term loan facility... restrictions on
us,
page 11
5. Please clarify the second sentence of the second to last
paragraph
of this risk factor.
The international drybulk shipping sector is cyclical... results
of
operations, page 17
6. The concern addressed in our prior comment 16 also applies to
your
added disclosure on page 18. Please acknowledge in the risk
factor
subheadings that accompany the added disclosure the risk that
vessel
values may be near the peak of their cycle.
Future sales of our common stock could cause the market price,
page 24
7. To the extent practical, disclose the parties to the
Registration
Rights Agreement.
Use of Proceeds, page 26
8. We note your response to our prior comment 22. We also note
your
added disclosure at page 65, under "Plan of Operations" that you
may
pay the balance for vessel acquisitions through net proceeds of
the
offering or capital contributions from your Sponsors. We also
note
disclosure at page 42 that you may use your new revolving credit
facility to fund acquisitions. Please disclose here if you plan
to
use these sources of funds to acquire the vessels you are
referring to
in the Use of Proceeds or clarify. Refer to Instruction 3 to Item
504.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Other Expenses, page 34
9. We have reviewed your response to our prior comment 24, but we
do
not believe that our comment has been fully addressed by your
revised
disclosures. As your document indicates that general and
administrative expenses consist of several different expense
types,
please revise your disclosures to specifically state the nature
and
amounts of the general and administrative expenses that have been
incurred by your company since the commencement of operations.
Liquidity and Capital Resources, page 39
10. Please also discuss liquidity on a long-term basis. Refer to
Instruction 5 to Item 303(a) of Regulation S-K.
Plan of Operations, page 64
11. We note that you may require capital contributions from
sponsors
in order to meet your capital needs for the remainder of the year.
Please supplementally describe the arrangements that you have made
with sponsors to ensure that any needed capital contributions will
be
forthcoming. Please state, if true, that there is no guarantee
that
you will receive any further capital contributions.
Compensation of Directors and Senior Management, Underwriting,
page 79
12. We note your response to our prior comment 33. Please
consider
whether the compensation you intend to pay in the next 12 months,
if
any, would be material to an investment decision. If so, please
disclose it.
Principal Shareholders, page 82
13. It is not clear to us from the disclosure in the table, and
the
accompanying footnotes, how FR X Offshore, L.P. and Corbin J.
Robinson, Jr. beneficially own 100% of Quintana Maritime Limited.
Please explain and / or expand your disclosure in the document.
Notes to the consolidated statement of operations
Significant Accounting Policies
Revenues and Expenses, page F-8
14. We have reviewed your response to our prior comment number 43,
and
we do not object with your decision to recognize bunkers (fuel)
expense and commission expense on a pro-rata basis, as in
substance,
your method of recognizing these expenses would approximate the
amount
of expense incurred. As voyage costs include other costs (e.g.
port
and canal charges) which you are also recognizing on a pro-rata
basis,
please expand your disclosures in Note 2 to your financial
statements
to specifically state that the financial impact of recognizing
these
other expenses pro-rata, as opposed to as incurred is immaterial,
and
disclose the reasons why.
Subsequent Events, page F-11
15. We note per your response to our prior comment 47 and your
subsequent event footnote that your company repaid all amounts
outstanding under its bridge credit agreement in May of 2005,
using
borrowings under its term loan facility. We also note that an
additional two vessels have been delivered to your company since
your
Form S-1 filed on May 3, 2005, for which you have not discussed
the
related financing. As such, please disclose the outstanding loan
balance that has been drawn against your term loan facility. In
addition, if other sources of funding were used in the acquisition
of
the vessels delivered on May 4, 2005 and May 6, 2005, please
expand
your disclosures to discuss the nature and terms of this
financing.
16. We also note that subsequent to your balance sheet date, your
sole
shareholder has made additional capital contributions totaling
$38,818,637. Please expand your discussion in the Liquidity and
Capital Resources" section of your document and Note 7 to your
financial statements to discuss your company`s intended use for
these
funds. If all or a portion of these funds have already been used,
please disclose this fact.
Exhibits
17. If adopted prior to effectiveness, please file the 2005 Stock
Incentive Plan as an exhibit.
Other
18. Please consider the financial statement updating requirements
outlined in Rule 3-12 of Regulation S-X, upon filing your revised
document.
19. Please provide a currently dated consent from your independent
public accountant in your amended document.
Closing
As appropriate, please amend your 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 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 Jeffrey Sears at (202) 551-3302 or Linda
Cvrkel
at (202) 551-3813, if you have questions regarding comments on the
financial statements and related matters. Please contact Daniel
Morris at (202) 551-3314 or me at (202) 551-3210 with any other
questions.
Sincerely,
Susan C. Block
Attorney-Advisor
Facsimile
Allan Reiss
Vinson & Elkins L.L.P.
212.237.0100
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Quintana Maritime Limited
June 28, 2005
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