Global Ship Lease Announces Excess Cash Flow Offer to Purchase up to $20 Million of First Priority Secured Notes
March 22 2017 - 4:30PM
Global Ship Lease, Inc. (NYSE:GSL) (the “Company”) today announced
that it is commencing a cash tender offer (the “Excess Cash Flow
Offer”) to purchase up to $20 million aggregate amount (the
“Maximum Offer Amount”) with respect to its outstanding 10.000%
First Priority Secured Notes due 2019 (the “Notes”) at a purchase
price of 102% of the aggregate principal amount thereof plus
accrued and unpaid interest to, but not including, the purchase
date.
The Excess Cash Flow Offer is being made pursuant to
requirements set forth in the indenture governing the Notes that
require the Company to offer to purchase Notes, subject to there
being at least $1.0 million of Excess Cash Flow, up to a maximum of
$20 million and subject to certain limitations, within 120 days
following the end of each fiscal year.
The Company had at least $20 million of Excess Cash Flow in
fiscal year 2016.
The Excess Cash Flow Offer will expire at 5:00 p.m., New York
City time, on April 19, 2017, unless extended by the Company, in
its sole discretion (the “Offer Expiration Date”). If the aggregate
amount with respect to the Notes validly tendered (and not validly
withdrawn) in the Excess Cash Flow Offer exceeds the Maximum Offer
Amount, the trustee under the indenture governing the Notes will
select the Notes to be accepted for purchase on a pro rata basis
(with such adjustments as may be needed so that only Notes in
minimum amounts of $200,000 and integral multiples of $1,000 in
excess thereof will be so purchased). Tenders of the Notes must be
made on or prior to the Offer Expiration Date and may be validly
withdrawn at any time on or prior to the Offer Expiration Date.
In the event that the aggregate amount with respect to tendered
and accepted Notes is less than the Maximum Offer Amount, any
amount less than the Maximum Offer Amount not used for the purchase
of Notes pursuant to the Excess Cash Flow Offer will be available
by the Company for use in any manner permitted under the
indenture.
The Excess Cash Flow Offer is being made pursuant to an Offer to
Purchase, dated March 22, 2017, and related documents
(collectively, the “Offer Documents”), which set forth the complete
terms and conditions of the Excess Cash Flow Offer. The Excess Cash
Flow Offer is made only by and pursuant to the terms set forth in
the Offer Documents, and the information in this press release is
qualified by reference to those documents. Subject to applicable
law, the Company may amend, extend or terminate the Excess Cash
Flow Offer.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any Notes.
THE EXCESS CASH FLOW OFFER IS BEING MADE ONLY PURSUANT TO THE
OFFER DOCUMENTS THAT THE COMPANY WILL DISTRIBUTE TO ITS NOTEHOLDERS
AND NOTEHOLDERS SHOULD READ CAREFULLY THE OFFER DOCUMENTS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF,
AND CONDITIONS TO, THE EXCESS CASH FLOW OFFER. NOTEHOLDERS ARE
URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE EXCESS CASH FLOW OFFER.
About Global Ship Lease
Global Ship Lease is a containership charter owner. Incorporated
in the Marshall Islands, Global Ship Lease commenced operations in
December 2007 with a business of owning and chartering out
containerships under long-term, fixed rate charters to top tier
container liner companies.
At December 31, 2016, Global Ship Lease owned 18 vessels with a
total capacity of 82,312 TEU and an average age, weighted by TEU
capacity, of 12.0 years. All vessels are currently fixed on time
charters, 15 with CMA CGM. The average remaining term of the
charters is 3.9 years or 4.0 years on a weighted basis.
Safe Harbor Statement
This press release contains forward-looking statements.
Forward-looking statements provide the Company’s current
expectations or forecasts of future events. Forward-looking
statements include statements about the Company’s expectations,
beliefs, plans, objectives, intentions, assumptions and other
statements that are not historical facts. Words or phrases such as
“anticipate,” “believe,” “continue,” “estimate,” “expect,”
“intend,” “may,” “ongoing,” “plan,” “potential,” “predict,”
“project,” “will” or similar words or phrases, or the negatives of
those words or phrases, may identify forward-looking statements,
but the absence of these words does not necessarily mean that a
statement is not forward-looking. These forward-looking statements
are based on assumptions that may be incorrect, and the Company
cannot assure you that the events or expectations included in these
forward-looking statements will come to pass. Actual results could
differ materially from those expressed or implied by the
forward-looking statements as a result of various factors,
including the factors described in “Risk Factors” in the Company’s
Annual Report on Form 20-F and the factors and risks the Company
describes in subsequent reports filed from time to time with the
U.S. Securities and Exchange Commission. Accordingly, you should
not unduly rely on these forward-looking statements, which speak
only as of the date of this press release. The Company undertakes
no obligation to publicly revise any forward-looking statement to
reflect circumstances or events after the date of this press
release or to reflect the occurrence of unanticipated events.
Investor and Media Contact:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438
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