UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Eneti
Inc.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of
Securities)
Y2294C107
(CUSIP Number)
Peter Niklai
Managing Director
INCJ, Ltd.
7th Floor, Tokyo Toranomon Global Square 1-3-1, Toranomon,
Minato-ku,
Tokyo 105-0001, Japan
+81-3-5532-7110
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7(b) for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No.
Y2294C107 |
13D |
Page 2 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ, Ltd.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
|
8 |
SHARED VOTING POWER
2,292,310
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
3,692,320
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,692,320
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
(1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
|
|
|
(1) |
The calculation of this
percentage is based on an aggregate 39,741,204 Common Shares
outstanding as of April 11, 2022. |
CUSIP No.
Y2294C107 |
13D |
Page 3 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ
SJ Investment Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
|
8 |
SHARED VOTING POWER
2,292,310
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
3,692,320
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,692,320
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
(1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
|
|
|
(1) |
The calculation of this
percentage is based on an aggregate 39,741,204 Common Shares
outstanding as of April 11, 2022. |
Explanatory Note:
This Amendment No. 1 to the Schedule 13D (this “Amendment No.
1”) relates to the Schedule 13D filed with the Securities and
Exchange Commission (the “SEC”) on May 13, 2022 (the
“Initial 13D” and, as amended and supplemented through the
date of this Amendment No. 1, the “Schedule 13D”) by the
Reporting Persons, relating to the common shares, par value $0.01
per share (the “Common Shares”), of Eneti Inc., a
corporation organized under the laws of the Republic of the
Marshall Islands (the “Company”). Except as specifically provided herein,
this Amendment No. 1 does not modify any of the information
previously reported in the Initial 13D. Capitalized terms
used herein and not otherwise defined in this Amendment No. 1 have
the meanings set forth in the Initial 13D.
This Amendment No. 1 amends Items 4, 6, and 7 as set forth
below:
|
Item 4. |
Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety, as follows:
The information set forth in
Items 3, 5 and 6 of this Schedule 13D is hereby incorporated by
reference into this Item 4.
As described in more detail
in Item 6 below:
|
(i) |
At Completion (as defined
in the Share Purchase Agreement), INCJ SJ received 3,465,000
Common Shares in connection
with their sale of the entire issued share capital in Atlantis
Investorco Limited to the Company pursuant to the Share Purchase
Agreement; |
|
(ii) |
On November 11, 2021,
INCJ SJ received an additional 227,320 Common Shares pursuant to (A) clause 6 of
the Share Purchase Agreement and the exercise of the Warrant; and
(B) clause 7 of the Share Purchase Agreement as a result of
the employment of the vessel Seajacks Scylla during the period from
May 1, 2021 to October 31, 2021; and |
|
(iii) |
On May 18, 2022, INCJ SJ
entered into an averaging share forward transaction (the
“Forward Transaction”) with Citigroup Global Markets Limited
(“Citi”) with respect 1,400,010 Common Shares. |
In connection with the Completion, on August 12, 2021, the Company
increased the size of the Board from eight to ten members and
appointed Peter Niklai and Hiroshi Tachigami to serve as a Class C
and Class A Directors respectively, effective as of the same
date.
On May 12, 2022, Peter Niklai resigned from his position as a Class
C Director, effective as of the same date.
As described in more detail in Item 6 below, INCJ SJ has entered
into the Forward Transaction. Each Reporting Person otherwise
intends to review its investment in the Company and the Company’s
performance and market conditions periodically and to take such
actions with respect to its investment as it deems appropriate in
light of the circumstances existing from time to time. In the
future, each Reporting Person may take actions including, among
other things, communication with members of management, the Board
or other shareholders of or lenders to the Company and/or other
relevant parties from time to time with respect to operational,
strategic, financial or governance matters, including, but not
limited to, potential financings, re-financings, recapitalizations,
reorganizations, mergers, acquisitions, divestitures, a sale of the
Company or other corporate transactions, or otherwise working with
management and the Board. Such actions could also include
additional purchases of Common Shares and purchases of securities
convertible or exchangeable into Common Shares, whether pursuant to
one or more open-market purchase programs, through private
transactions or through tender offers or otherwise. Any possible
future purchases will depend on many factors, including the market
price of Common Shares, the Company’s business and financial
position, and general economic and market conditions. In addition,
each Reporting Person may also determine to dispose of its Common
Shares, in whole or in part, at any time and from time to time,
subject to any legal or contractual limitations and other
considerations, in each case, in open market or private
transactions, block sales or otherwise. Any such decision would be
based on such Reporting Person’s assessment of a number of
different factors, including, without limitation, the business,
prospects and affairs of the Company, the market for Common Shares,
the condition of the securities markets, general economic and
industry conditions, tax considerations and other opportunities
available to such Reporting Person.
Other than as set forth in this Schedule 13D, the Reporting Persons
have no present plans or proposals which relate to or would result
in any of the matters set forth in clauses (a) through (j) of Item
4 of Schedule 13D.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety, as follows:
The information set forth in
Item 6 of the Original 13D is hereby incorporated by reference into
this Item 6.
Share Purchase Agreement
The description of the Share Purchase Agreement in the Original 13D
does not purport to be complete and is qualified in its entirety by
reference to the full text of such agreement, which is filed as
Exhibit 99.1 to this Schedule 13D and incorporated herein by
reference.
Shareholders’ Agreement
The Shareholders’ Agreement section of the Original 13D is hereby
supplemented by adding the following paragraphs:
On May 12, 2022, Marubeni, MOL, Scorpio Services Holding Limited,
the Company and INCJ reached a mutual agreement whereby INCJ’s
participation in the Shareholders’ Agreement was terminated,
including INCJ’s right to designate one nominee for appointment or
election to the Board of Directors of the Company, and INCJ is no
longer subject to the voting obligations under the Shareholders’
Agreement. In connection with the termination, Peter Niklai
resigned from his position as a Class C Director, effective as of
the same date.
The foregoing description of the Shareholders’ Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of such agreement filed as Exhibit 99.2
to this Schedule 13D and incorporated herein by reference.
Registration Rights Agreement
The description of the Registration Rights Agreement (as defined in
the Original 13D) in the Original 13D does not purport to be
complete and is qualified in its entirety by reference to the full
text of such agreement filed as an Exhibit 99.3 to this Schedule
13D and incorporated herein by reference.
Warrant
The description of the Warrant in the Original 13D does not purport
to be complete and is qualified in its entirety by reference to the
full text of such agreement filed as an Exhibit 99.4 to this
Schedule 13D and incorporated herein by reference.
Forward Transaction
On May 18, 2022, INCJ SJ entered into the Forward Transaction
pursuant to an Averaging Share Forward Transaction Confirmation
substantially in the form of Exhibit 99.5 (the “Forward
Confirmation”). Pursuant to the Forward Confirmation, INCJ SJ
has agreed to deliver 1,400,010 Common Shares to Citi at a price to
be determined based on the arithmetic average of the volume
weighted average prices of the Common Shares in all transactions
executed in the United States over a valuation period determined by
Citi, subject to an agreed minimum and maximum period. INCJ SJ will
be unable to exercise its voting rights with respect to the Common
Shares underlying the Forward Transaction.
The foregoing description of
the Forward Confirmation does not purport to be complete and
is qualified in its entirety by reference to the full text of the
form of such agreement filed as an Exhibit 99.5 to this Schedule
13D and incorporated herein by reference.
|
Item 7. |
Material to Be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and restated in its
entirety, as follows:
Exhibit No. |
|
Description |
99.1 |
|
Share Purchase Agreement, dated as of August 5, 2021, by and
between Marubeni Offshore Power Limited, INCJ SJ Investment
Limited, MOL Offshore Energy Limited, Marubeni Corporation, INCJ,
Ltd., Mitsui O.S.K. Lines, Ltd., Eneti (Bermuda) Limited, Eneti
Inc., Atlantis Investorco Limited, and Atlantis Midco Limited
(incorporated by reference to the Exhibit to the Company’s Form 6-K
submitted to the SEC on August 12, 2021 (File No. 001-36231)).
|
99.2 |
|
Shareholders’ Agreement, dated as of August 12, 2021, by and
between Eneti Inc., Marubeni Corporation, INCJ, Ltd., Mitsui O.S.K.
Lines, Ltd., and Scorpio Services Holding Limited (incorporated by
reference to Exhibit 99.2 to the Original 13D submitted to the SEC
on August 23, 2021 (File No. 005-87971)).
|
99.3 |
|
Registration Rights Agreement, dated as of August 12, 2021, by and
between Eneti Inc., Marubeni Offshore Power Limited, INCJ SJ
Investment Limited, and MOL Offshore Energy Limited (incorporated
by reference to Exhibit 99.3 to the Original 13D submitted to the
SEC on August 23, 2021 (File No. 005-87971)).
|
99.4 |
|
Warrant, dated as of August 12, 2021, issued by Eneti Inc. to
Marubeni Corporation, INCJ, Ltd., and Mitsui O.S.K. Lines, Ltd
(incorporated by reference to Exhibit 99.4 to the Original 13D
submitted to the SEC on August 23, 2021 (File No. 005-87971)).
|
99.5 |
|
Joint Filing Agreement.⁎
|
99.6 |
|
Form
of Forward Confirmation, dated as of May __, 2022, by and between
INCJ SJ Investment Limited and Citigroup Global Markets
Limited.⁎⁎
|
⁎ Filed previously.
⁎⁎ Filed herewith.
|
SIGNATURE
After reasonable 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: May 18, 2022
|
INCJ, LTD. |
|
|
|
By: |
/s/ Peter Niklai |
|
Name: |
Peter
Niklai |
|
Title: |
Managing
Director |
|
|
|
|
INCJ SJ INVESTMENT
LIMITED |
|
|
|
By: |
/s/ Peter Niklai |
|
Name: |
Peter
Niklai |
|
Title: |
Director |
|
|
|
|
|
|
[Signature page to Schedule 13D Amendment No. 1]
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