Pyxis Tankers Announces Joint Venture Agreement to Acquire Modern Dry-Bulk Vessel, Expansion of Common Share Repurchase Program & Partial Redemption of Series A Cumulative Convertible Preferred Stock
May 21 2024 - 8:05AM
Maroussi, Greece – May 21, 2024 – Pyxis Tankers
Inc. (NASDAQ Cap Mkts: PXS), (“we”, “our”, “us”, the “Company” or
“Pyxis Tankers”), an international shipping company, announced
today key strategic and financial actions to further enhance its
shareholder value.
- The Company has entered into an agreement with a group of
sellers, including the Company’s Chairman and Chief Executive
Officer, Mr. Eddie Valentis, to acquire, through a joint venture,
an eco-efficient Kamsarmax (82,000 dwt), dry-bulk vessel built
in 2015 at Jiangsu New Yangzi Shipbuilding fitted with a ballast
water treatment system (“the Vessel”). The purchase price of the
Vessel, the “Konkar Venture”, is $30.0 million, which, in
conjunction with Vessel working capital and transaction fees and
expenses, is expected to be funded by $16.5 million of bank
debt, $13.2 million of total cash and the new issuance of $1.5
million of restricted common shares of the Company. The Company,
through the Vessel owning subsidiary, expects to enter into a new 5
year amortizing term loan with one of its existing lenders that
will be secured by the Vessel and bears interest at SOFR plus
2.15%. As a further sign of commitment to the Company, entities
controlled by Mr. Valentis have agreed to re-invest $5.9 million in
cash for a 40% minority interest in the Vessel owning subsidiary,
with the Company owning the 60% majority interest through an
investment of $7.3 million in cash and $1.5 million of restricted
common shares of the Company (the “Shares”). The number of Shares
to be issued will be calculated based on the greater of (a) $5.60
or (b) the average of (i) the average of the closing daily volume
weighted average prices (“VWAPs”) for the five-day period
immediately before the public announcement of the Vessel
acquisition and (ii) the average of the closing daily VWAPs for the
five-day period immediately after the public announcement of the
Vessel acquisition. The Shares shall be restricted from sale for a
period of one year from issuance. The acquisition of the “Konkar
Venture”, which was unanimously approved by the Company’s
independent and disinterested directors, is subject to customary
closing conditions and is expected to be completed in June
2024.
- After a comprehensive review of the results of the Company’s
common share re-purchase program over the past year, the Company’s
board of directors (the “Board”) approved an increase of
$1.0 million in incremental common share repurchase authority
for a period of 12 months expiring on May 16, 2025, bringing the
Company’s total share repurchase authority to $1.4 million. The
common share repurchase program does not require the Company to
purchase a specific number or amount of common shares, and may be
suspended or re-instated at any time at the Company’s discretion
and without notice. The initial $2.0 million program was put in
place in May, 2023, and as of May 16, 2024, the Company had spent a
total of $1.6 million, including commissions, to acquire a total of
415,371 common shares of the Company. At that date, there were
10,458,767 common shares of the Company outstanding.
- The Board also approved the Company’s redemption of 100,000
shares of our Series A Cumulative Convertible Preferred Stock (the
“Preferred Shares”) (NASDAQ Cap Mkts: PXSAP). A redemption date of
June 20, 2024 (the “Redemption Date”) has been established and the
Preferred shareholders who have been selected for the redemption
will be notified. Pursuant to the Certificate of Designation, the
redemption price is 100% of the Liquidation Preference of the
Preferred Shares of $25.00, plus accrued dividends up to, but not
including the Redemption Date. Upon redemption, the 100,000 PXSAP
shares will be cancelled by the Company and cash dividends in
respect of these shares will no longer be payable. After this
partial redemption, there will be 303,631 PXSAP shares
outstanding, which are convertible into 1,354,204 common shares, if
fully converted, a reduction of 446,429 in fully-diluted common
shares.
Mr. Eddie Valentis, Chairman and Chief
Executive Officer of the Company, commented: “Secondhand
values for modern eco-efficient product tankers continue to
appreciate unabated. In our opinion, current asset prices are
prohibitively high for fleet expansion of our MR’s. In our
commitment to enhancing shareholder value, we have continued to
improve our balance sheet, repurchased common shares and
selectively expanded our footprint in the dry-bulk sector. After
due consideration, the independent and disinterested members of the
Board unanimously approved the acquisition of the “Konkar Venture”,
which is the sister ship of our 2015 built “Konkar Asteri”. We will
own 60% of this joint venture and the remaining 40% will be owned
by a company related to our Chairman and Chief Executive Officer,
Mr. Valentis, who will reinvest $5.9 million in cash and receive
$1.5 million in restricted shares of the Company as part of his
portion of the Vessel purchase consideration. The Vessel will
continue to be managed by Konkar Shipping Services, S.A., a company
that is also related to Mr. Valentis, thereby minimizing
acquisition risk and assuring smooth operational integration to our
expanding fleet. Similar to the joint venture of the “Konkar Ormi”,
we believe this counter-cyclical investment opportunity should
provide attractive returns to us through a well-managed
structure.
As described elsewhere in this release, since
the start of our common share repurchase program one year ago, we
have acquired 415,371 common shares, which represented
approximately 9% of our public common shares that not owned by
Company insiders. In addition, our redemption of approximately 25%
of the outstanding Preferred Shares will lower our monthly cash
dividend payments, but more importantly further reduce dilution on
the basis of earnings and net asset value per share and improve
share liquidity.”
About Pyxis Tankers Inc.
The Company currently owns a modern fleet of
mid-sized eco-vessels consisting of three MR product tankers, one
Kamsarmax, bulk carrier and a controlling interest in a single ship
Ultramax, dry-bulk venture engaged in seaborne transportation of a
broad range of refined petroleum products and dry-bulk commodities.
The Company is positioned to opportunistically expand and maximize
its fleet of eco-efficient vessels due to significant capital
resources, competitive cost structure, strong customer
relationships and an experienced management team whose interests
are aligned with those of its shareholders. For more information,
visit: http://www.pyxistankers.com. The information on the
Company’s website is not incorporated into and does not form a part
of this release.
Forward Looking Statements
This press release includes forward-looking
statements intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995
in order to encourage companies to provide prospective information
about their business. These statements include statements about our
plans, strategies, goals financial performance, prospects or future
events or performance and involve known and unknown risks that are
difficult to predict. As a result, our actual results, performance
or achievements may differ materially from those expressed or
implied by these forward-looking statements. In some cases, you can
identify forward-looking statements by the use of words such as
“may,” “could,” “expects,” “seeks,” “predict,” “schedule,”
“projects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “targets,” “continue,” “contemplate,” “possible,”
“likely,” “might,” “will, “should,” “would,” “potential,” and
variations of these terms and similar expressions, or the negative
of these terms or similar expressions. All statements that are not
statements of either historical or current facts, including among
other things, our expected financial performance, expectations or
objectives regarding future and market charter rate expectations
and, in particular, the effects of the war in the Ukraine and the
Red Sea conflict, on our financial condition and operations as well
as the nature of the product tanker and dry-bulk industries, in
general, are forward-looking statements. Such forward-looking
statements are necessarily based upon estimates and assumptions.
Although the Company 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 the Company’s
control, the Company cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections. The
Company’s actual results may differ, possibly materially, from
those anticipated in these forward-looking statements as a result
of certain factors, including changes in the Company’s financial
resources and operational capabilities and as a result of certain
other factors listed from time to time in the Company’s filings
with the U.S. Securities and Exchange Commission. The Company is
reliant on certain independent and affiliated managers for its
operations, including most recently an affiliated private company,
Konkar Shipping Agencies, S.A., for the management of its dry-bulk
vessels. For more information about risks and uncertainties
associated with our business, please refer to our filings with the
U.S. Securities and Exchange Commission, including without
limitation, under the caption “Risk Factors” in our Annual Report
on Form 20-F for the fiscal year ended December 31, 2023. We
caution you not to place undue reliance on any forward-looking
statements, which are made as of the date of this press release. We
undertake no obligation to update publicly any information in this
press release, including forward-looking statements, to reflect
actual results, new information or future events, changes in
assumptions or changes in other factors affecting forward-looking
statements, except to the extent required by applicable laws.
CompanyPyxis Tankers Inc. 59 K. Karamanli
Street Maroussi, 15125 Greece info@pyxistankers.com
Visit our website at www.pyxistankers.com
Company ContactHenry Williams Chief Financial
Officer Tel: +30 (210) 638 0200 / +1 (516) 455-0106
Email: hwilliams@pyxistankers.com
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