Global Ship Lease, Inc. (NYSE: GSL) (the “Company”) today announced
that it is soliciting consents (the “Consent Solicitation”) from
holders of its 9.875% First Priority Secured Notes due 2022 (the
“Notes”) to approve amendments (the “Proposed Amendments”) to the
indenture governing the Notes (the “Indenture”). The Company
previously announced, on December 6, 2018, its intent to commence a
consent solicitation and a description of the terms thereof,
including the Proposed Amendments.
Subject to the terms and conditions set forth in the Consent
Solicitation Statement, dated December 13, 2018 (the “Consent
Solicitation Statement”), the Company is offering a cash payment
(“Consent Fee”) of $7.50 per $1,000 in aggregate principal amount
of Notes held by each holder as of the record date set forth in the
Consent Solicitation Statement who validly delivers (and does not
validly revoke) a duly executed consent at or prior to the
Expiration Time. The Company will not be obligated to make any
payments if the Company does not receive the Requisite Consents at
or prior to the Expiration Time, the Consent Solicitation is
terminated for any reason before the Expiration Time or if the
other conditions to the Consent Solicitation are not satisfied or
waived.
Adoption of the Proposed Amendments requires the consent of the
holders of at least a majority of the aggregate principal amount of
all outstanding Notes (such consent, the “Requisite Consents”). As
of December 13, 2018, the aggregate outstanding principal amount of
the Notes was $340,000,000. On December 6, 2018, the Company
reached an agreement with beneficial owners of approximately $164.2
million of the principal amount of the Notes, representing
approximately 46% of the $360,000,000 aggregate principal amount of
Notes outstanding at the time, pursuant to which such holders have
agreed to consent with respect to all of their Notes.
The Company anticipates that, promptly after receipt of the
Requisite Consents at or prior to 11:59 p.m., New York City time,
on December 19, 2018, unless extended by the Company as set forth
in the Consent Solicitation Statement (the “Expiration Time”), the
Company will give notice to Citibank, N.A., London Branch, as
trustee and security agent (the “Trustee”), that the Requisite
Consents have been obtained and the Company, the Guarantors and the
Trustee will execute and deliver a supplemental indenture with
respect to the Indenture (the “Supplemental Indenture” and such
time, the “Effective Time”). Pursuant to the terms of the
Supplemental Indenture, the Proposed Amendments will become
effective at the Effective Time, with retroactive effect as of the
date of completion of the transactions contemplated by the
Agreement and Plan of Merger dated October 29, 2018 by and among
the Company, Poseidon Containers Holdings LLC, K&T Marine LLC
and the other parties thereto, and shall thereafter bind every
holder of Notes. Although the Supplemental Indenture will become
effective upon execution by the Company, the Guarantors and the
Trustee, the Proposed Amendments will not become operative and will
have no effect until and unless the payment to consenting holders
described above is made in accordance with the terms and conditions
set forth in the Consent Solicitation Statement.
The complete terms and conditions of the Consent Solicitation
are set forth in the Consent Solicitation Statement. The Company
may, in its sole discretion, extend or amend the Consent
Solicitation at any time, subject to its agreement with the
beneficial owners of the Notes referred to above. A copy of the
Consent Solicitation Statement may be obtained from Global
Bondholder Services Corporation, the tabulation agent and
information agent for the Consent Solicitation, at (866) 807-2200
(toll free) or (212) 430-3774 (collect).
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This announcement is also not a solicitation of consents
with respect to the Proposed Amendments or any securities. If and
when commenced, the Consent Solicitation will be made solely on the
terms and subject to the conditions set forth in the Consent
Solicitation Statement. The solicitation of consents will not be
made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or “blue sky” laws. No
recommendation is being made as to whether holders of Notes should
consent to the Proposed Amendments.
About Global Ship Lease
Global Ship Lease is a leading independent owner of
containerships with a diversified fleet of mid-sized and smaller
containerships. Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under mainly long-term,
fixed-rate charters to top tier container liner companies. On
November 15, 2018, it completed a strategic combination with
Poseidon Containers.
Global Ship Lease owns 38 vessels ranging from 2,207 to 11,040
TEU, of which nine are fuel efficient new-design wide beam, with a
total capacity of 198,793 TEU and an average age, weighted by TEU
capacity, of 10.7 years determined as at September 30, 2018.
The average remaining term of the charters at September 30,
2018, including those on the 19 Poseidon Containers vessels
acquired on November 15, 2018 and subsequent charter agreements,
was 2.7 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 GroupBryan
Degnan646-673-9701orLeon Berman212-477-8438
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