StealthGas: Filing of Registration Statement Relating to Proposed Spin-Off of Tanker Vessels


StealthGas announced that, through a wholly-owned subsidiary, it has filed a registration statement on Form F-1 pursuant to the Securities Act of 1933 to effect a spin-off of its three product tankers and its aframax tanker. Imperial Petroleum Inc., the newly formed subsidiary that will act as the holding company for the four tanker vessels, has applied to have its common shares and 8.75% Series A Cumulative Redeemable Perpetual Preferred Shares listed on the Nasdaq Capital Market.

In connection with the spin-off transaction, the Company will contribute the four vessel-owning subsidiaries to Imperial Petroleum Inc., and will distribute all of the common shares and Series A Preferred Shares of Imperial Petroleum Inc. to the Company’s shareholders. The transaction is expected to be completed in or around the beginning of December 2021, and remains subject to the registration statement on Form F-1 being declared effective by the Securities and Exchange Commission, the approval of the listing of Imperial Petroleum Inc.’s common shares and Series A Preferred Shares on the Nasdaq Capital Market, the refinancing of the debt collateralized by the tankers being contributed by the Company pursuant to a new senior secured term loan for which Imperial Petroleum Inc. has entered into a commitment letter, and final approval by the Company’s board of directors. There can be no assurance that the transaction will occur or, if one does occur, of its terms or timing.

The StealthGas board of directors believes that the creation of two businesses in distinct sectors of the shipping industry – LPG carriers and tankers – will provide significant benefits to both companies and their shareholders. The transaction is expected to enable both StealthGas and Imperial Petroleum to increase its business focus, alleviate market confusion and attract new investors, and, with this separation of sectors, give shareholders the flexibility to adjust their holdings according to the sectors in which they want to invest.