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): March 22, 2016
GENER8 MARITIME, INC.
(Exact Name of Registrant as Specified in Charter)
Republic of the Marshall Islands |
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001-34228 |
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66-071-6485 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
299 Park Avenue |
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2nd Floor |
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New York, NY |
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10171 |
(Address of Principal |
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(Zip Code) |
Executive Offices) |
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Registrants telephone number, including area code: (212) 763-5600
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Gener8 Success
On March 22, 2016, Gener8 Success LLC, a wholly-owned subsidiary of Gener8 Maritime, Inc. (the Company), took delivery of the Gener8 Success, a 300,932 metric tons deadweight 2016-built VLCC newbuilding. The Company acquired this vessel pursuant to a shipbuilding contract with Shanghai Waigaoqiao Shipbuilding Co., Ltd. (SWS) which was entered into by Navig8 Crude Tankers, Inc. (Navig8 Crude) which assigned its rights on delivery to Gener8 Success LLC as Navig8 Crudes nominee. The Company acquired the contract for the Gener8 Success along with thirteen other shipbuilding contracts for VLCC newbuildings in May 2015 in connection with the Companys acquisition of Navig8 Crude. Six of the fourteen shipbuilding contracts acquired from Navig8 Crude were for VLCC newbuildings under construction with SWS, and the Gener8 Success is the third of these fourteen VLCC newbuildings to be delivered.
Installment payments of $18.5 million were made to SWS under the shipbuilding contract for Gener8 Success by Navig8 Crude prior to it being acquired by the Company in May 2015. After its acquisition of Navig8 Crude, the Company made $74.1 million of additional installment payments to SWS under this shipbuilding contract. There are no further remaining installment payments due in respect of the Gener8 Success. The funds used by the Company for the installment payments in respect of the Gener8 Success after the Companys acquisition of Navig8 Crude in May 2015 included borrowings under a term loan facility, dated as of November 30, 2015 (the Sinosure Credit Facility), by and among Gener8 Maritime Subsidiary VII Inc., as borrower; the Company, as the parent guarantor; the borrowers four wholly-owned subsidiary owner guarantors party thereto; Citibank, N.A. and Nordea Bank Finland Plc, New York Branch, as global co-ordinators; Citibank, N.A., as bookrunner; Citibank, N.A., London Branch as ECA co-ordinator and ECA agent; Nordea Bank Finland Plc, New York Branch as facility agent and security agent; The Export-Import Bank of China; the mandated lead arrangers party thereto; the banks and financial institutions named therein as original lenders; and the banks and financial institutions named therein as hedge counterparties.
Information regarding the Companys relationships with Navig8 Crude and its affiliates, directors and officers can be found under the heading Related Party Transactions in Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and is incorporated by reference into this Item 2.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Information regarding the Companys relationships with Navig8 Crude and its affiliates, directors and officers (incorporated by reference to Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations Related Party Transactions in the Companys Annual Report on Form 10-K filed on March 21, 2016). |
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 managements current expectations and observations. Included among the factors that, in the Companys view, could cause actual results to differ materially from the forward-looking statements contained in this report are the following: the fulfillment of the closing conditions under, or the execution of customary additional documentation for, the Companys shipbuilding contracts; completion and funding of financing on acceptable terms; delay in the construction of the Companys newbuildings; and other factors listed from time to time in the Companys filings with the Securities and Exchange Commission (the SEC), including without limitation, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and its subsequent reports on Form 8-K. Gener8 Maritime, Inc. does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Gener8 Maritime, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GENER8 MARITIME, INC. |
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/s/ Leonard J. Vrondissis |
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Leonard J. Vrondissis |
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Chief Financial Officer and Executive Vice President |
DATE: March 28, 2016
EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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Information regarding the Companys relationships with Navig8 Crude and its affiliates, directors and officers (incorporated by reference to Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations Related Party Transactions in the Companys Annual Report on Form 10-K filed on March 21, 2016). |