UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 29, 2010
GENCO
SHIPPING & TRADING LIMITED
(Exact
Name of Registrant as Specified in Charter)
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Republic
of the Marshall Islands
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001-33393
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98-043-9758
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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299
Park Avenue
20th
Floor
(Address
of Principal Executive Offices)
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10171
(Zip
Code)
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Registrant’s
telephone number, including area code: (646) 443-8550
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01. Completion
of Acquisition or Disposition of Assets
On July
29, 2010, Genco Shipping & Trading Limited (“Genco”) took delivery of the
Genco Lorraine, a 53,416 dwt Supramax vessel. Genco had agreed to buy
the vessel under the terms of agreements that Genco entered into with Setaf SAS,
certain of its subsidiaries, and its parent company Bourbon SA. The
Genco Lorraine is the first of 13 vessels to be acquired by Genco under such
agreements. An additional three vessels are to be delivered Genco
under such agreements and immediately resold to Maritime Equity Partners, LLC, a
company controlled by Genco’s Chairman, Peter C. Georgiopoulos, at Genco’s
purchase price.
The
Company paid a total purchase price of approximately $32.4 million for the Genco
Lorraine, which the Company financed with available cash, including proceeds
from its recently completed concurrent offerings of 5.00% Convertible Senior
Notes due August 15, 2015 and common stock, as well as cash from
operations. On July 16, 2010, Genco entered into a commitment letter
for a $253 million senior secured term loan facility and, upon the closing of
this credit facility, intends to use the credit facility to refund $20 million
associated with the purchase of this vessel to Genco. The Genco Lorraine is
expected to be delivered on or about July 31, 2010 to Olam International Limited
to commence a time charter for 23 to 25 months at a rate of $18,500 per day,
less a 5% third party brokerage commission.
A copy of
the Company’s press release announcing the delivery of this vessel to the
Company is attached hereto as Exhibit 99.1.
Item
7.01. Regulation
FD Disclosure
Genco
disclosed on July 30, 2010 that it has signed a novation agreement for the time
charter of the Genco Loire with TMT Bulk Corporation at a rate of $13,000 per
day with a minimum expiration date of July 2010 and a maximum
expiration of September 2010 as well as a novation agreement for the
charter party of the Genco Picardy with Rizzo-Bottiglieri-De Carlini Armatori
SPA at a rate of $17,100 per day with a minimum expiration of November
2010 and a maximum expiration of January 2011. As previously
disclosed, certain of the other vessels that Genco has agreed to purchase under
the agreements described above, namely the Genco Aquitaine, the Genco Brittany,
and the Genco Languedoc, are subject to time charters that Genco believes
are currently above market rates. Genco believes it is therefore
unlikely that the relevant charterers will consent to transfer of such existing
charters to Genco, in which event such agreements require that the vessels be
delivered to Genco free of charter.
"Safe
Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
This
report contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward looking statements are based on management’s current expectations and
observations, and include, without limitation, the expected delivery of the
Genco Lorraine to its charterer and the amounts expected to be received under
the charter, Genco’s intentions to refund a portion of the vessel’s purchase
price using the credit facility mentioned above, and expected deliveries of
additional vessels. These forward-looking statements speak only as of the date
on which they are made, and we undertake no obligation to update or revise any
forward-looking statements. Such statements are subject to various risks,
uncertainties and assumptions, including the fulfillment of the closing
conditions under, or the execution of customary additional documentation for,
Genco’s agreements to acquire vessels; completion and funding of financing on
acceptable terms; completion of definitive documentation for the $253 million
senior secured term loan facility referenced above; and Genco’s ability to
obtain novations of charter parties attached to certain vessels that Genco has
agreed to acquire. Should one or more of those risks materialize, or
should underlying assumptions prove
incorrect,
actual results may vary materially from those expressed in any forward-looking
statements. These risks, as well as others, are discussed in greater detail in
Genco’s filings with the SEC, including, without limitation, the “Risk Factors”
section in each of the preliminary prospectus supplements and related prospectus
relating to our offerings, our Annual Report on Form 10-K for the year ended
December 31, 2009 and our subsequent filings with the SEC.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed herewith:
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Press
Release dated July 29, 2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Genco Shipping &
Trading Limited has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENCO
SHIPPING & TRADING LIMITED
DATE: July
30, 2010
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/s/ John C.
Wobensmith
John
C. Wobensmith
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Chief
Financial Officer and Secretary
(Principal
Financial and Accounting Officer)
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EXHIBIT
INDEX
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Press
Release dated July 29, 2010.
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