Mail Stop 3561
July 12, 2005
Mr. Gary Wolfe
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Re: Quintana Maritime Limited
Amendment No. 2 to Registration Statement on Form S-1
Filed on 6/30/05
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 response to our prior comment number 1,
but
we also note per page 37 of the MD&A section of your document that
you
anticipate making awards under your company`s 2005 stock incentive
plan. Although you currently have not established the amounts of
such
awards and do not have an estimate of expenses that may be
associated
with the plan, if it is determined that stock awards will be
granted
prior to or in connection with your planned public offering,
please
tell us and revise the MD&A section to discuss the number of
options
to be granted and the amount of expense that the company expects
to
recognize in connection with the option grants. Your response and
your revised disclosure should also explain how any expense to be
recognized will be determined. If you do not expect to make any
grants prior to or in conjunction with your offering, please note
this
in your response.
Summary of Consolidated Financial Data, page 8
Selected Consolidated Financial Data, page 30
2. Please revise footnote (2) to state that to the extent the
underwriter`s over-allotment option is not exercised, the
2,505,000
shares which were not purchased will be distributed to your
company`s
sole shareholder as a stock dividend.
Risk Factors
Risks Relating to Our Common Stock
Future sales of our common stock could cause ...our common stock
to
decline, page 24
3. We note that on page 24 of your document, you state that your
company`s existing shareholder will own approximately 20.8% of
your
company`s outstanding common stock if the underwriters exercise
their
over-allotment option in full. However you state on page 22 and
elsewhere in your document, that your company`s existing
shareholder
will own 16.6% of your company`s outstanding common stock if the
underwriters exercise their over-allotment option in full. As it
appears that the shareholder`s ownership would be 16.6% assuming
exercise of the over-allotment option in full, please revise your
disclosure on page 24 of your document.
Capitalization, page 28
4. Please revise the introductory paragraph to your capitalization
disclosures to clearly indicate the amount of the capital
contribution
to be made prior to the offering by your sole shareholder, the
amount
of borrowings to be made to finance/refinance the acquisition of
five
vessels, the amount of deferred financing fees to be written off
related to the term loan facility and the amount of bank
indebtedness
to be incurred to finance a portion of the purchase price for the
three remaining vessels in your fleet. Also, disclose the impact
on
your capitalization in the event that your underwriters exercise
their
over-allotment option and you are required to pay a cash dividend
to
your shareholder.
Dilution, page 29
5. Please revise the introductory paragraph to your dilution
disclosures to explain the nature and amounts of the other
transactions that have been reflected in your pro forma net
tangible
book value at March 31, 2005 prior to the offering (i.e., capital
contribution by shareholder, write-off of financing cost, etc.)
and
disclose the amount of your pre-offering tangible book value in
total
and on a per share basis. Also, please clarify in the last
paragraph
on page 29 why the underwriters exercise of their over-allotment
option will reduce the amount paid by the existing shareholder for
their shares (i.e., because they will receive a cash dividend).
6. Based upon the disclosures in the dilution section of your
document, it is unclear how you have determined your company`s pro
forma net tangible book value per share as of March 31, 2005 of
$10.15. Please tell us or provide disclosure which explains in
further detail how this value was calculated. We may have further
comment upon receipt of your response.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
7. Please remove the restrictive legend that is located above the
report of the independent registered public accounting firm prior
to
the planned effectiveness of the Company`s Form S-1 registration
statement. Also, ensure that the dating of your report with
regards
to Note 7 is completed.
Consolidated Balance Sheet, page F-3
Consolidated Statement of Operations, page F-4
8. Please revise footnote (1), which relates to the pro forma
information included in your balance sheet and statement of
operations, to state that to the extent the underwriter`s over-
allotment option is not exercised, the 2,505,000 shares which were
not
purchased under the underwriter`s over-allotment option will be
distributed to your company`s sole shareholder as a stock
dividend.
Consolidated Statement of Shareholders` Equity, page F-5
9. Your consolidated statement of shareholders` equity has not
been
revised to disclose the number of shares of common stock
outstanding
after giving retroactive effect to your company`s 7,684.984-for-
one
stock split. Please revise to give retroactive effect to the
stock
split.
Other
10. Please consider the financial statement updating requirements
outlined in Rule 3-12 of Regulation S-X, upon filing your revised
document.
11. Please provide a currently dated consent from your independent
public accountant in your amended document. Also, please ensure
that
the restrictive legend that is currently located above your
consent
has been removed.
* * *
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 Susan Block at (202) 551-3210 with any
other questions.
Sincerely,
Linda Cvrkel
Branch Chief
Facsimile
Allan Reiss
Vinson & Elkins L.L.P.
212.237.0100
??
??
??
??
Quintana Maritime Limited
July 12, 2005
Page 1