HONG KONG, Jan. 3, 2018 /PRNewswire/ - Seaspan Corporation
(NYSE: SSW) ("Seaspan" or the "Company") today announced that it
entered into a letter of intent in late December 2017 pursuant to which Fairfax Financial
Holdings Limited, through certain subsidiaries (collectively,
"Fairfax"), will make an investment of US$250 million in
Seaspan in exchange for the issuance by Seaspan of 5.5% interest
bearing unsecured debentures (the "Debentures") and Class A Common
Share purchase warrants (the "Warrants"). Seaspan intends to use
the proceeds from this US$250 million
investment to fund future growth initiatives, debt repayment and
for general corporate purposes.
Fairfax has agreed to subscribe on a private placement basis,
and subject to certain conditions, for Debentures in a maximum
aggregate amount of US$250 million. The Debentures, which will
be unsecured obligations, will mature in seven years and will be
guaranteed by certain of Seaspan's subsidiaries. Seaspan will have
the right to redeem the Debentures at face value plus all accrued
but unpaid interest thereon at any time after the fifth anniversary
of issuance. Seaspan has also agreed to issue 38,461,539 Warrants,
each exercisable into one Class A Common Share in the capital of
Seaspan and exercisable at US$6.50 per share. Each
Warrant will be exercisable within seven years. Seaspan can also
elect to require early exercise of the Warrants if the five-day
volume weighted average closing price of its common shares
reaches US$13.00 at any time after the fourth anniversary
of the closing.
David Sokol, Chairman of Seaspan
Corporation, commented, "The Company's management team and I are
extremely honored to have Fairfax Holdings and their CEO,
Prem Watsa, as investors and
partners. The investment by Fairfax will strengthen and simplify
our balance sheet, while increasing our financial flexibility to
take advantage of compelling opportunities. We welcome Fairfax's
insights and participation on our Board, as Seaspan seeks to
further capitalize on its industry-leading position."
"We are very excited to be partners in Seaspan under
David Sokol's leadership and
Dennis Washington's sponsorship,"
said Prem Watsa, Chairman and Chief
Executive Officer of Fairfax. "I know both of them well through the
Horatio Alger Association. David has one of the most outstanding
records I have come across, as he built Mid American Energy from
revenue of $116 million in 1991 to
revenue of $11 billion in 2010, while
net income increased from $27 million
to $1.2 billion over the same period,
representing a compound growth rate of 22.4% per year. David is a
man of the highest integrity and we are proud to partner with him.
Dennis, of course, is one of North
America's most successful entrepreneurs and a wonderful
human being."
Dennis R. Washington, whose
family is Seaspan's largest shareholder, commented, "The
support from an organization with the quality of Fairfax and track
record of Prem Watsa validates the
investment merits of Seaspan. Fairfax aligns with our
long-term vision for Seaspan and we look forward to a very long
relationship with them."
Fairfax will have the right to nominate two independent
directors to the board of directors of Seaspan for so long as at
least 50% of the Debentures remain outstanding. Fairfax will
have the right to nominate one independent director to the board of
directors of Seaspan if less than 50%, but more than 20%, of the
Debentures remain outstanding.
Seaspan has entered into an exclusivity agreement with Fairfax
pursuant to which it has agreed that it will not solicit interest
from any other party in relation to any potential capital raising
or financial transaction involving debt or equity of Seaspan
until January 19, 2018. Closing of the transaction is subject
to the settlement of mutually agreeable definitive documentation,
and other customary closing conditions, including any applicable
regulatory approval and receipt of all other requisite third party
approvals.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This press release is
not an offer of securities for sale in the United States, and the securities may not
be offered or sold in the United
States absent registration or an exemption from the
registration requirements. The securities have not been registered
under the United States Securities Act of 1933, as amended.
About Seaspan
Seaspan provides many of the world's major shipping lines
with creative outsourcing alternatives to vessel ownership by
offering long-term leases on large, modern containerships combined
with industry leading ship management services.
Seaspan's managed fleet consists of 110 containerships
representing a total capacity of approximately 900,000 TEU,
including 5 newbuilding containerships on order scheduled for
delivery to Seaspan and third parties by the end of
2018. Seaspan's current operating fleet of 89 vessels
has an average age of approximately six years and average remaining
lease period of approximately five years, on a TEU weighted
basis.
About Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited is a holding company which,
through its subsidiaries, is engaged in property and casualty
insurance and reinsurance and investment management. Fairfax's
corporate objective is to achieve a high rate of return on invested
capital and build long-term shareholder value. Fairfax seeks to
differentiate itself by combining disciplined underwriting with the
investment of its assets on a total return basis, which Fairfax
believes provides above-average returns over the long-term.
Seaspan has the following securities listed on The New York
Stock Exchange:
Symbol:
|
Description:
|
|
|
SSW
|
Class A common
shares
|
SSW PR D
|
Series D preferred
shares
|
SSW PR E
|
Series E preferred
shares
|
SSW PR G
|
Series G preferred
shares
|
SSW PR H
|
Series H preferred
shares
|
SSWN
|
6.375% senior
unsecured notes due 2019
|
SSWA
|
7.125% senior
unsecured notes due 2027
|
For Investor Relations Inquiries:
Mr. David
Spivak
Chief Financial Officer
Seaspan Corporation
Tel. 604-638-2580
Mr. Michael
Sieffert
Director, Corporate Finance
Seaspan Corporation
Tel. 778-328-6490
For Seaspan Media Inquiries:
Mr. Leon
Berman
The IGB Group
Tel. 212-477-8438
SOURCE Seaspan Corporation