Global Ship Lease Announces Closing of $350 Million of Senior Secured Notes due 2027
June 16 2022 - 4:54PM
Global Ship Lease, Inc. (NYSE:GSL) (the “Company” or “GSL”)
announced today that its indirect wholly-owned subsidiary, Knausen
Holding LLC (the “Issuer”), has closed its previously announced
offering of $350 million aggregate principal amount of its 5.69%
Senior Secured Notes due 2027 (the “Notes”) in a private placement
to a limited number of accredited investors, pursuant to a note
purchase agreement. Pricing on June 1, 2022 was based on the 3.2
year Interpolated US Treasury Yield (ICUR3.2) plus a spread of
2.85%.
The Company used a portion of the net proceeds
from the private placement for the repayment of the remaining
outstanding balance on its $236.2 Million Senior Secured Loan
Facility (the “Hayfin Facility”) - which bore interest at LIBOR
plus a margin of 7.00% - and the remainder is expected to be used
for general corporate purposes, primarily the repayment of other
outstanding consolidated indebtedness of the Company. Goldman Sachs
& Co. LLC acted as Sole Structuring Agent and Lead Placement
Agent. Credit Agricole Corporate & Investment Bank and Hayfin
Services LLP acted as advisors to the Issuer.
George Youroukos, Executive Chairman of Global
Ship Lease, stated, “We are very pleased to have closed this
private placement, which adds an exciting new source of capital to
our portfolio. The transaction is well-collateralized and
conservatively structured which, together with our risk-averse
business model, appealed to investors and allowed us to bring
pricing down from the previous spread of 7.00% to 2.85% for these
new Notes. Securing the Notes against the same 20 vessel collateral
pool as that released by the re-financing of the Hayfin Facility
will also allow us to fully prepay both our 8.00% Senior Unsecured
Notes due 2024 and our secured facility with Hellenic Bank,
maturing 2024 and priced at LIBOR plus 3.90%. The latter will
further increase our financial flexibility by releasing five
unencumbered ships. Furthermore, the Notes amortize at 15% per
year, allowing us to simultaneously de-risk and build equity value,
prudently ensuring that the current strength in the charter market
and asset values enhances GSL’s competitive and strategic position
throughout cycles. With this transaction, we are delighted to have
established new relationships with institutional investors, which
we look forward to building upon going forward.”
The Notes are senior obligations of the Issuer,
secured by first priority mortgages on 20 identified vessels owned
by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and
certain other associated assets and contract rights, as well as
share pledges over the Subsidiary Guarantors. In addition, the
Notes are fully and unconditionally guaranteed by GSL.
The offer and sale of the Notes was made solely
in a private placement exempt from registration pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). The Notes have not been registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws. This press release shall not constitute an offer to
sell or a solicitation of an offer to purchase the Notes or any
other securities, and shall not constitute an offer, solicitation
or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
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 Berman212-477-8438Global Ship Lease
Inc.
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