Amended Statement of Ownership: Private Transaction (sc 13e3/a)
September 30 2019 - 6:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
DryShips Inc.
(Name of the Issuer)
DryShips Inc.
SPII Holdings Inc.
Sileo Acquisitions Inc.
(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2109Q705
(CUSIP Number of Class of Securities)
c/o Dryships Management Services Inc.
80 Kifissias Avenue
GR 151 25, Marousi, Athens, Greece
Mr. Dimitrios Dreliozis
Tel: + 30 210-80 90-570
(Name, Address, and Telephone Numbers of
Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019
Attn: William Haft, David Schwartz
E-mail: whaft@orrick.com,
dschwartz@orrick.com
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SEWARD & KISSEL LLP
One Battery Park Plaza
New York, NY 10004
Attn: Gary Wolfe, Edward Horton,
Nick Katsanos
E-mail: wolfe@sewkis.com, horton@sewkis.com,
katsanos@sewkis.com
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Fried, Frank, Harris, Shriver
& Jacobson LLP
One New York Plaza
New York, NY 10004
Attn: Philip Richter, Mark Lucas
E-mail: philip.richter@friedfrank.com,
mark.lucas@friedfrank.com
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This statement is filed in connection with (check the appropriate
box):
a. ¨ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. ¨ The filing of a registration statement under the Securities Act of 1933.
c. ¨ A tender offer
d. x None of the above
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
¨
Check
the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$75,941,838.00
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$9,204.15
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*
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Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b) under the Securities Exchange
Act. The filing fee is calculated based on the sum of the proposed cash payment of US$5.25 per share of common stock for 14,465,112
outstanding shares of common stock of the issuer subject to the transaction (which equals the total outstanding shares of common
stock less the shares of common stock to be cancelled without consideration and the shares of common stock held by SPII Holdings
Inc. and its affiliates) (the “Transaction Valuation”).
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**
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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission
Fee Rate Advisory #2 for Fiscal Year 2019, was calculated by multiplying the Transaction Valuation by 0.0001212.
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x Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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The filing fee was previously paid on the initial filing of this Schedule
13E-3 Transaction Statement on September 9, 2019.
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TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 1 to Schedule 13E-3, together with the exhibits
hereto (this “Amendment No. 1”) amends and supplements the Rule 13e-3 transaction statement on Schedule
13E-3 originally filed on September 9, 2019 (the “Original Transaction Statement” and as amended by this Amendment
No. 1, the “Transaction Statement”). This Transaction Statement is being filed with the Securities and Exchange
Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), jointly by the following persons (each, a “Filing Person”, and collectively, the “Filing
Persons”): (a) DryShips Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”),
the issuer of common stock, par value $0.01 per share (the “Company common stock”), (b) SPII Holdings Inc.,
a corporation organized under the laws of the Republic of the Marshall Islands (“SPII”), and (c) Sileo Acquisitions
Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly owned subsidiary of SPII (“Merger
Sub”).
This Transaction Statement relates to the Agreement and Plan
of Merger (the “merger agreement”), by and among the Company, SPII and Merger Sub. Pursuant to the merger agreement,
Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and a wholly
owned subsidiary of SPII (the “merger”).
All information contained in this Transaction Statement concerning
each Filing Person has been supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of
such information as it relates to any other Filing Person.
Except as amended and supplemented in this Amendment No. 1,
the information set forth in the Original Transaction Statement remains unchanged.
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ITEM 13
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FINANCIAL STATEMENTS
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Item 13 of the Transaction Statement is hereby amended by adding
the following at the end of the first paragraph of Item 13(a):
“The unaudited consolidated financial statements of the
Company for the six-month period ended June 30, 2019 are incorporated herein by reference to the Company’s report on Form
6-K furnished to the SEC on September 18, 2019.”
Item 16 of the Transaction Statement is hereby amended and supplemented
by adding the following exhibit:
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(a)-(6)
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Press
Release issued by the Company, dated September 17, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s
Current Report on Form 6-K, furnished September 17, 2019
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SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Date: September 30, 2019
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DRYSHIPS INC.
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By:
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/s/ Dimitrios Dreliozis
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Name: Dimitrios Dreliozis
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Title: Vice President of Finance
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SPII HOLDINGS INC.
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By: MARE SERVICES LIMITED
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By:
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/s/ Dr. Renato Cefai
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Name: Dr. Renato Cefai
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Title: Director of Mare Services Limited
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SILEO ACQUISITIONS INC.
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By: MARE SERVICES LIMITED
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By:
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/s/ Dr. Renato Cefai
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Name: Dr. Renato Cefai
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Title: Director of Mare Services Limited
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Exhibit Index
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(a)-(1)*
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Proxy Statement of the Company, dated September 9, 2019
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(a)-(2)*
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Letter to the Shareholders of DryShips Inc., incorporated herein by reference to the proxy statement
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(a)-(3)*
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Notice of Special Meeting of Shareholders of DryShips
Inc., incorporated herein by reference to the proxy statement
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(a)-(4)*
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Form of Proxy Card
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(a)-(5)
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Press Release issued by the Company, dated September 9, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 9, 2019
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(a)-(6)
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Press Release issued by the Company, dated September 17, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 17, 2019
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(c)-(1)*
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Opinion of Evercore Group L.L.C., dated August 18, 2019, incorporated herein by reference to Annex B to the proxy statement
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(c)-(2)*
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Presentation materials prepared by Evercore Group L.L.C., dated July 24, 2019, for the Special Committee
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(c)-(3)*
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Presentation materials prepared by Evercore Group L.L.C., dated July 30, 2019, for the Special Committee
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(c)-(4)*
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Presentation materials prepared by Evercore Group L.L.C., dated August 6, 2019, for the Special Committee
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(c)-(5)*
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Presentation materials prepared by Evercore Group L.L.C., dated August 8, 2019, for the Special Committee
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(c)-(6)*
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Presentation materials prepared by Evercore Group L.L.C., dated August 18, 2019, for the Special Committee
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(d)-(1)*
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Agreement and Plan of Merger, dated as of August 18, 2019, by and among the Company, SPII, and Merger Sub, incorporated herein by reference to Annex A to the proxy statement
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*
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Previously filed on September 9, 2019.
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