Imperial Petroleum Inc. Announces Proposed Spin-Off of Two of Its Drybulk Carriers
April 12 2023 - 6:05PM
Imperial Petroleum Inc. (Nasdaq: IMPP) (the “Company”), a
ship-owning company providing petroleum products, crude oil, and
drybulk seaborne transportation services, today announced that,
through a wholly-owned subsidiary, it has filed a registration
statement on Form F-1 pursuant to the Securities Act of 1933 to
effect a spin-off of two of its drybulk carriers. C3is Inc., the
newly formed subsidiary that will act as the holding company for
the two drybulk carriers, has applied to have its common stock
listed on the Nasdaq Capital Market.
In connection with the spin-off transaction, the Company will
contribute two vessel-owning subsidiaries to C3is Inc., and will
distribute all of the common shares of C3is Inc. to the Company’s
common shareholders and holders of warrants to purchase the
Company’s common shares as required by their terms. The transaction
is expected to be completed in the second quarter of 2023, and
remains subject to the registration statement on Form F-1 being
declared effective by the Securities and Exchange Commission, the
approval of the listing of C3is Inc.’s common stock on the Nasdaq
Capital Market, and final approval by the Company’s board of
directors. There can be no assurance that the transaction will
occur or, if one does occur, of its terms or timing.
The board of directors of the Company believes that the creation
of a “pure play” drybulk shipping company will provide significant
benefits to both companies and their shareholders. The transaction
will enable C3is Inc. to initially focus on the drybulk sector,
while Imperial Petroleum Inc. gradually focuses on the tanker
sector. Each company will independently attract new investors and
provide shareholders the flexibility to adjust their holdings
according to the sectors in which they want to invest.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities and
shall not constitute an offer, solicitation or sale of any security
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to consummation of the spin-off
transaction. A registration statement relating to the common shares
of C3is Inc. has been filed with the Securities and Exchange
Commission but has not yet become effective. These securities may
not be sold nor may offers to acquire be accepted prior to the time
the registration statement becomes effect. When available, a
prospectus may be obtained by visiting the EDGAR database on the
SEC's web site at www.sec.gov.
ABOUT IMPERIAL PETROLEUM INC. Imperial
Petroleum Inc. is a ship-owning company providing petroleum
products, crude oil and drybulk seaborne transportation services.
The Company owns a total of twelve vessels; five M.R. product
tankers, one Aframax oil tanker, two Suezmax tankers and four
Handysize dry bulk carriers with a total capacity of 808,000
deadweight tons (dwt). Imperial Petroleum Inc.’s shares of common
stock and 8.75% Series A Cumulative Redeemable Perpetual Preferred
Stock are listed on the Nasdaq Capital Market and trade under the
symbols “IMPP” and “IMPPP”, respectively.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking
statements. Forward-looking statements reflect our current views
with respect to future events and financial performance and may
include statements concerning plans, objectives, goals, strategies,
future events or performance, or impact or duration of the COVID-19
pandemic and underlying assumptions and other statements, which are
other than statements of historical facts. The forward-looking
statements in this release are based upon various assumptions, many
of which are based, in turn, upon further assumptions, including
without limitation, management’s examination of historical
operating trends, data contained in our records and other data
available from third parties. Although IMPERIAL PETROLEUM INC.
believes that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible
to predict and are beyond our control, IMPERIAL PETROLEUM INC.
cannot assure you that it will achieve or accomplish these
expectations, beliefs or projections. Important factors that, in
our view, could cause actual results to differ materially from
those discussed in the forward-looking statements include the
expected benefits and costs of the intended spin-off transaction,
the expected timing of the completion of the spin-off transaction
and the transaction terms, the risks discussed in our filings with
the SEC and the following: the impact of the COVID-19 pandemic and
efforts throughout the world to contain its spread, the strength of
world economies and currencies, general market conditions,
including changes in charter hire rates and vessel values, charter
counterparty performance, changes in demand that may affect
attitudes of time charterers to scheduled and unscheduled
drydockings, shipyard performance, changes in IMPERIAL PETROLEUM
INC’s operating expenses, including bunker prices, drydocking and
insurance costs, ability to obtain financing and comply with
covenants in our financing arrangements, or actions taken by
regulatory authorities, potential liability from pending or future
litigation, domestic and international political conditions, the
conflict in Ukraine and related sanctions, potential disruption of
shipping routes due to accidents and political events or acts by
terrorists.
Risks and uncertainties are further described in reports filed
by IMPERIAL PETROLEUM INC. with the U.S. Securities and Exchange
Commission.
Company Contact:
Fenia Sakellaris IMPERIAL PETROLEUM
INC.info@imperialpetro.com
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