LONDON, June 14, 2021 /CNW/ - Atlas Corp. ("Atlas")
(NYSE: ATCO) today announced that it has completed an exchange and
amendment of $600 million aggregate
principal amount of senior notes of Seaspan Corporation, its
wholly-owned subsidiary ("Seaspan"), including $250 million of 5.5% senior notes due 2025 (the
"2025 Notes"), $250 million of 5.5%
senior notes due 2026 (the "2026 Notes") and $100 million of 5.5% senior notes due 2027 (the
"2027 Notes" and together with the 2025 Notes and 2026 Notes, the
"Fairfax Notes"). The Fairfax Notes are held by certain affiliates
of Fairfax Financial Holdings Limited (the "Fairfax Holders").
Bing Chen, President and CEO of Atlas, commented, "Fairfax
Financial has been a committed and strategic sponsor of the growth
and transformation of Atlas, Seaspan and APR Energy for which our
team is grateful, and our shareholders have benefitted. Today's
announcement reflects both a continuing strong partnership as well
as the significant progress achieved by Atlas over the past three
years. As we continue to drive quality growth, and strengthen our
competitiveness, we now have simplified our balance sheet with more
flexibility in our capital structure to pursue attractive
opportunities and sustainable value creation."
Graham Talbot, CFO of Atlas,
commented, "Working together with our highly-supportive investor
partner, Fairfax Financial, Atlas has successfully implemented
these initiatives which we believe will begin a process of
unlocking value through prudent balance sheet management. Building
upon the recent US private placement and strengthening of our
$2.5 billion portfolio financing
program, today's announcement represents the next step in our
process to simplify and create greater transparency within our
capital structure. We are continuing our process to implement
strategically significant financial initiatives which will provide
increasing financial flexibility, greater clarity and capacity as
we progress toward our goal of achieving an investment grade
corporate credit rating. We look forward to reporting on our
progress over the coming months."
Summary of
Exchange & Amendment
|
Before
|
After
|
$250M 2025
Notes
|
$250M 2025
Notes1
|
$250M 2026
Notes
|
$50M 2026
Notes1
|
$200M Series J
Preferred Shares2
|
$100M 2027
Notes
|
$100M Series J
Preferred Shares2
|
|
|
1) Subject to the
Amendment
|
|
2) Subject to the
Exchange
|
|
The Exchange
Atlas has exchanged (the "Exchange") an aggregate $300 million of the Fairfax Notes for 12,000,000
Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares,
representing total liquidation value of $300
million (par value of $0.01
per share of Atlas) (the "Series J Preferred Shares"), and
1,000,000 warrants (the "Warrants") to purchase an equal number of
shares of Atlas common stock at an exercise price of $13.71 per share, based on the closing price of
Atlas common stock on May 21, 2021.
Dividends will be payable on the Series J Preferred Shares at a
rate of 7.00% for the first five years after the issue date, with
1.50% increases annually thereafter, to a maximum of 11.50%. The
Fairfax Notes subject to the Exchange included $200,000,000 of the 2026 Notes and all of the
outstanding 2027 Notes. The exchanged 2026 Notes and 2027 Notes
were cancelled after completion of the Exchange. Concurrently with
the Exchange, Atlas entered into a registration rights agreement
with the Fairfax Holders providing for certain registration rights
related to the Series J Preferred Shares and the Warrants.
The Amendment
In connection with the Exchange, the Fairfax Holders agreed to
amend the terms of the $300 million
of Fairfax Notes that remain outstanding following the Exchange
(the "Amendment"), which includes all of the 2025 Notes and
$50 million of the 2026 Notes. The
Amendment, among other things, eliminates the Fairfax Holders'
mandatory redemption and put rights and releases and discharges all
outstanding guarantees and liens on collateral thereunder. The
Fairfax Holders also agreed to terminate Seaspan's Amended and
Restated Pledge and Collateral Agent Agreement (as amended from
time to time, the "Pledge Agreement") and to release and discharge
all liens on collateral under the Pledge Agreement.
About Atlas
Atlas is a leading global asset management company,
differentiated by its position as a best-in-class owner and
operator with a focus on deploying capital to create sustainable
shareholder value. Atlas brings together an experienced asset
management team with deep operational and capital allocation
experience. We target long-term, risk adjusted returns across
high-quality infrastructure assets in the maritime sector, energy
sector and other infrastructure verticals. Our two portfolio
companies, Seaspan Corporation and APR Energy Ltd. are unique,
industry-leading operating platforms in the global maritime and
energy spaces, respectively.
About Seaspan
Seaspan is a leading independent owner and operator of
containerships. We charter our vessels primarily pursuant to
long-term, fixed-rate time charters to the world's largest
container shipping liners. At March 31,
2021, Seaspan's fleet consisted of 127 containerships
representing total capacity of approximately 1,073,200 TEU. On
May 19, 2021, we announced the
delivery of two second-hand vessels, increasing Seaspan's operating
fleet to 129 vessels and 1,090,200 TEU. We also have 37 vessels
under construction and have agreed to purchase two additional
second-hand vessels, increasing total capacity to 1,670,200 TEU, on
a fully delivered basis. For more information visit
seaspancorp.com
Cautionary Note Regarding Forward-Looking Statements
This release contains certain forward-looking statements (as
such term is defined in Section 21E of the Securities Exchange Act
of 1934, as amended) concerning future events. Statements that are
predictive in nature, that depend upon or refer to future events or
conditions, or that include words such as "expects", "anticipates",
"intends", "plans", "believes", "estimates", "projects",
"forecasts", "will", "may", "potential", "should", and similar
expressions are forward-looking statements. These forward-looking
statements reflect management's current expectations only as of the
date of this release. As a result, you are cautioned not to rely on
any forward-looking statements. Although these statements are based
upon assumptions that we believe to be reasonable based upon
available information, they are subject to risks and uncertainties.
These risks and uncertainties include, but are not limited to the
factors detailed from time to time in our periodic reports and
filings with the SEC, including Atlas's Annual Report on Form 20-F
for the year ended December 31, 2020,
filed with the SEC on March 19, 2021.
We expressly disclaim any obligation to update or revise any of
these forward-looking statements, whether because of future events,
new information, a change in our views or expectations, or
otherwise. We make no prediction or statement about the performance
of any of our securities.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/atlas-corp-completes-exchange-and-amendment-of-600-million-fairfax-senior-notes-301311376.html
SOURCE Atlas Corp.