TOP Ships, an international shipowning company, is announcing the following corporate developments:
Acquisition of a 40% ownership interest in Eco Seven Inc.
On February 20, 2017, the Company, through its wholly-owned subsidiary, Style Maritime Ltd., acquired a 40% ownership interest in Eco Seven Inc., a Marshall Islands corporation (“Eco Seven”), from Malibu Shipmanagement Co., a Marshall Islands corporation and wholly-owned subsidiary of a trust established for the benefit of certain family members of Mr. Evangelos Pistiolis, the Company’s President, Chief Executive Officer and Director, for an aggregate purchase price of $6.5 million, pursuant to a share purchase agreement (the “Transaction”). Eco Seven is currently a party to a shipbuilding contract with Hyundai Mipo Dockyard Co., Ltd. for the construction and purchase of one 50,000 dwt product/chemical tanker, which is expected to be delivered on February 28, 2017. Eco Seven is also a party to a time charter agreement that is expected to commence upon the vessel’s delivery at a rate of $16,500 per day for the first three years, and at the charterer’s option, $17,500 for the first optional year and $18,500 for the second optional year.
The Transaction was approved by a special committee of the Company’s board of directors (the “Transaction Committee”), of which the majority of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained a fairness opinion from an independent financial advisor.
Amendment to the Company’s $15.0 Million Unsecured Revolving Credit Facility
The Company previously entered into an agreement with Family Trading Inc. (“Family Trading”), a Marshall Islands corporation that is owned by the Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, pursuant to which Family Trading lent the Company up to $15.0 million under an unsecured revolving credit facility (the “Family Trading Credit Facility”) in order to fund the Company’s newbuilding program and working capital relating to its operating vessels. The Family Trading Credit Facility was due to be repaid December 31, 2016 but the maturity was extended until February 28, 2017.
On February 21, 2017, the Company amended and restated the Family Trading Credit Facility (the “Amended Family Trading Credit Facility”) in order to, among other things, allow the Company to remove any limitation in the use of funds drawn down under the facility, reduce the mandatory cash payment due under the facility when the Company raises capital through the issuance of certain securities, remove the revolving feature of the facility, and extend the facility for up to three years.
Specifically, under the terms of the Amended Family Trading Credit Facility, if the Company raises capital via the issuance of warrants, debt or equity, it is obliged to repay any amounts due under the Amended Family Trading Credit Facility and any accrued interest and fees up to the time of the issuance in cash or in shares of the Company’s common stock, par value $0.01 (the “common shares”) at Family Trading’s option. Family Trading retains the right to delay this mandatory repayment at its absolute discretion. For the first six months after the execution of the facility, no more than $3.5 million can be mandatorily prepaid in cash. Subject to certain adjustments pursuant the terms of the Amended Family Trading Credit Facility, the number of common shares to be issued as repayment of the amounts outstanding under the facility will be calculated by dividing the amount redeemed by 80% of the lowest daily volume weighted average price of the common shares on the Nasdaq Capital Market during the twenty consecutive trading days ending on the trading day prior to the payment date, provided, however, that at no time shall the applicable price be lower than $0.60 per common share.
The Amended Family Trading Credit Facility was approved by a special committee of the Company’s board of directors (the “Special Committee”), of which the majority of the directors were independent. In the course of its deliberations, the Special Committee hired and obtained a fairness opinion from an independent financial advisor.