Pyxis Tankers Inc., an international shipping company, announced that it has entered into an agreement to acquire the remaining 40% non-controlling interest in the entity that owns the Ormi, a 2016-built, Japanese-built, scrubber-fitted 63,250 dwt Ultramax dry bulk vessel. The transaction is expected to be immediately accretive and, upon closing, will result in Pyxis owning 100% of the vessel-owning entity and further simplify the Company’s ownership structure.
The Ormi was acquired in October 2023 from an unaffiliated third party for $28.5 million. Pyxis acquired a 60% controlling interest, while the remaining 40% was acquired by a company related to Pyxis’ Chairman and Chief Executive Officer, Mr. Eddie Valentis, whose participation provided additional capital support and allowed Pyxis to preserve liquidity and financial flexibility at the time.
The Ormi has recently been appraised by three recognized international shipbrokers, each acting independently, at an average value of approximately $32.08 million, with a range of less than 1% among the three appraisals. After $15.0 million of vessel-related debt, the implied net appraised equity value is approximately $17.08 million, of which 40% corresponds to $6.83 million.
Under the transaction, Pyxis has agreed to acquire the remaining 40% interest for the seller’s share of the vessel’s net appraised equity value. Working capital will be determined as of the completion of the vessel’s most recent voyage and settled separately at closing.
Based on the Company’s current operating assumptions and prevailing dry bulk market conditions, Pyxis expects the transaction to be immediately accretive to earnings and free cash flow. The acquisition will also further simplify the Company’s ownership structure by eliminating the affiliated non-controlling interest in the Ormi vessel-owning entity.
Because Pyxis already consolidates the vessel-owning entity, the Ormi and its related debt are already reflected in the Company’s consolidated financial statements. Accordingly, the transaction will not result in any incremental vessel debt on the Company’s consolidated balance sheet. No acquisition fee or other material transaction fee will be paid in connection with the transaction, other than customary legal and administrative expenses.
Because the acquisition involves an entity related to the Company’s Chairman and Chief Executive Officer, the transaction was reviewed and approved solely by the independent members of the Board of Directors, who considered, among other things, the three independent vessel appraisals and the financial terms of the transaction.
The acquisition is expected to close within October, 2026, following the satisfaction of customary closing conditions.
Eddie Valentis, Chairman and Chief Executive Officer of Pyxis Tankers, commented:
“When we acquired the Ormi in October 2023, the participation of an affiliated entity provided additional capital support that allowed Pyxis to complete an attractive acquisition while preserving liquidity and financial flexibility. Since then, we have substantially strengthened our balance sheet and liquidity position.
“Acquiring the remaining interest is a logical next step. The vessel-equity component of the consideration is supported by three independent appraisals from recognized international shipbrokers. The transaction is expected to be immediately accretive under prevailing dry bulk market conditions and our current operating assumptions, and it will further simplify our corporate structure while providing Pyxis with 100% economic ownership of the Ormi, a high-quality, Japanese-built, scrubber-fitted Ultramax vessel.”