NEW YORK, NY (AMEX: MAQ) (OTCBB: MAQ.WS) today announced that
Global Ship Lease, Inc. issued its unaudited results for the
quarter ended March 31, 2008 which are included in Amendment No. 1
to the joint proxy statement/prospectus filed today with the
Securities and Exchange Commission in connection with its
previously announced merger with Global Ship Lease. The filing also
contains, among other things, updated information regarding matters
expected to be voted on at the Special Meeting of Stockholders
expected in July 2008, background and summary terms of the proposed
merger, and details concerning Global Ship Lease's business and
operations.
Ian Webber, CEO of Global Ship Lease, said, "We are delighted to
report our First Quarter 2008 financial results which demonstrate
the Company's stable and growing business model. During a time in
which we posted strong results in line with our expectations, we
are also pleased to have taken delivery of two additional newly
built vessels that are on 13 year time charters. We look forward to
taking delivery of five additional vessels over the next 15 months,
which will grow our fleet 80% by the third quarter of 2009 and
increase total contracted revenue to $1.7 billion. Complementing
this near-term fleet growth, we aim to double the investment in our
fleet over the next 18 to 24 months, as we seek to take advantage
of our immediate financial capacity and favorable long-term
industry fundamentals. After the quarter end, consistent with our
objective of providing stable predictable cash flows, we swapped
the majority of our expected debt arising on the purchase of the 17
vessels from floating rate to fixed rate for approximately five
years at an average LIBOR of 3.54%."
Financial Summary First Quarter 2008
This release includes selected pro forma financial information
for the quarter ended March 31, 2008 for Global Ship Lease. The pro
forma adjusts the combined financial information for the period to
eliminate financial information relating to the Predecessor Group's
business of carrying containerized cargo and which is irrelevant to
the on-going business of chartering vessels out on long term time
charters. More complete pro forma financial information and notes
are included in the joint proxy statement/prospectus that was filed
today with the SEC.
Revenue and Utilization
Pro forma time charter revenue was $22.7 million for the First
Quarter 2008 derived from the fixed rate time charters in effect
for the period on the 12 vessels in the fleet. After allowing for
the planned drydocking of one vessel in March the utilization rate
of the fleet was 99% for the quarter.
Vessel operating expenses
Total pro forma vessel operating expenses was $7.3 million
including regular ship operating costs at less than the capped
amounts included in Global Ship Lease's ship management
agreements.
General and administrative
General and administrative costs incurred by Global Ship Lease
as a private company subsidiary during the First Quarter 2008 was
$0.7 million.
Earnings before interest, taxes, depreciation and amortization
(EBITDA)
Pro forma EBITDA(1) earned in First Quarter 2008 on Global Ship
Lease's on-going business of earning time charter revenue from its
ownership of containerships was $14.6 million. EBITDA was derived
from fixed rate time charters in effect for the period including
all 12 vessels owned at March 31, 2008 for the entire first
quarter.
Fleet
As of March 31, 2008, Global Ship Lease's fleet totalled 12
vessels. The fleet has an aggregate capacity of 36,322 TEU and a
weighted average age of 5.3 years. In addition to its initial
fleet, Global Ship Lease's contracted fleet consists of four
secondhand vessels and one newbuilding, with an additional
aggregate capacity of 29,975 TEU, a weighted average age of 3.5
years. Three of the secondhand vessels and the newbuilding are
expected to be delivered in December 2008. All of the 17 vessels in
Global Ship Lease's initial and contracted fleet will be on time
charters with an average term of 11 years generating $1.7 billion
in revenue.
Stock Purchase Plan
As previously announced, Michael Gross, Marathon's Chairman and
CEO, intends to enter into a purchase plan with Citigroup Global
Markets Inc., as agent, in accordance with the guidelines of Rule
10b5-1 of the Exchange Act, pursuant to which he will place a limit
order to purchase up to two million shares of Marathon common stock
at a price of $8 per share or below beginning the first business
day after Amendment No. 1 to the joint proxy statement/prospectus
is filed with the Securities and Exchange Commission, until the
earlier of the business day immediately preceding the record date
for the meeting of stockholders at which the merger is to be voted
upon by Marathon's stockholders or purchases reach two million
shares.
About Global Ship Lease
Global Ship Lease is a rapidly growing containership charter
owner and is currently a subsidiary of CMA CGM. of France ("CMA
CGM"), the world's third largest container shipping company.
Incorporated in the Marshall Islands, Global Ship Lease commenced
operations in December 2007 with a business of owning and
chartering out containerships under long-term, fixed rate charters
to world class container liner companies.
Global Ship Lease currently owns 12 vessels and has contracts in
place to purchase an additional five vessels for $437 million from
CMA CGM four of which are expected to be delivered in December 2008
and one in July 2009. The merger transaction values Global Ship
Lease and its seventeen vessel fleet at approximately $1.0 billion.
Following stockholder and warrantholder approval of the merger,
Marathon's stockholders will own approximately 66% of Global Ship
Lease and CMA CGM will own approximately 34%.
Once all of the contracted vessels have been delivered, Global
Ship Lease will have a 17 vessel fleet with total capacity of
66,297 TEU and a weighted average age of 5.5 years. All of the
contracted vessels are under long-term charters to CMA CGM with an
average remaining charter term of approximately 11 years generating
revenue of $1.7 billion.
About Marathon
Marathon Acquisition Corp. is a "blank check" company formed to
acquire, through a merger, capital stock exchange, asset
acquisition or similar business combination, one or more
businesses. In August 2006, Marathon through its initial public
offering raised net of fees and expenses, approximately $308.8
million which included $5.5 million in a private placement of
sponsor warrants that were deposited into a trust account. Marathon
has dedicated its time since the initial public offering to seeking
and evaluating business combination opportunities.
Important Legal Information
When completed, the definitive joint proxy statement/prospectus
and a form of proxy will be mailed to the stockholders and
warrantholders of Marathon, seeking their approval of the
transaction. Before making any voting decision, Marathon's
stockholders are urged to read the joint proxy statement/prospectus
regarding the merger carefully and in its entirety because it
contains important information about the proposed merger.
Marathon's stockholders and warrantholders may obtain, without
charge, a copy of the preliminary joint proxy statement/prospectus
and other relevant documents filed with the U.S. Securities and
Exchange Commission from the Commission's website at
http://www.sec.gov. Marathon's stockholders and warrantholders may
also obtain, without charge, a copy of the preliminary joint proxy
statement/prospectus and other relevant documents by directing a
request by mail to Michael Gross at Marathon Acquisition Corp., 500
Park Avenue, 5th Floor, New York, New York 10022 or by telephone at
(212) 993-1670.
Marathon and its directors and officers may be deemed to be
participants in the solicitation of proxies from Marathon's
stockholders with respect to the proposed merger. Information about
Marathon's directors and executive officers and their ownership of
Marathon's common stock is set forth in Marathon's annual report on
Form 10-K for the fiscal year ended December 31, 2007. Stockholders
may obtain additional information regarding the interests of
Marathon and its directors and executive officers in the merger,
which may be different than those of Marathon's stockholders
generally, by reading the preliminary joint proxy
statement/prospectus and other relevant documents regarding the
proposed merger.
Safe Harbor Statement
This communication contains forward-looking statements.
Forward-looking statements provide Marathon's current expectations
or forecasts of future events. Forward-looking statements include
statements about Marathon's expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are
not historical facts. Words or phrases such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "will" or
similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. The risks and uncertainties include, but are not
limited to:
-- future operating or financial results;
-- expectations regarding the strength of the future growth of the
shipping industry, including the rate of annual demand growth in the
international containership industry;
-- future payments of dividends and the availability of cash for payment
of dividends;
-- Global Ship Lease's expectations relating to dividend payments and
forecasts of its ability to make such payments;
-- future acquisitions, business strategy and expected capital spending;
-- operating expenses, availability of crew, number of off-hire days,
drydocking (beyond the disclosed reserve), survey requirements and
insurance costs;
-- general market conditions and shipping industry trends, including
charter rates and factors affecting supply and demand;
-- Global Ship Lease's ability to repay its credit facility and grow
using the available funds under its credit facility;
-- assumptions regarding interest rates and inflation;
-- change in the rate of growth of global and various regional economies;
-- risks incidental to vessel operation, including discharge of
pollutants and vessel collisions;
-- Global Ship Lease's financial condition and liquidity, including its
ability to obtain additional financing in the future (from warrant
exercises or outside services) to fund capital expenditures, acquisitions
and other general corporate activities;
-- estimated future capital expenditures needed to preserve Global Ship
Lease's capital base;
-- ability to effect an acquisition and to meet target returns;
-- Global Ship Lease's expectations about the availability of ships to
purchase, the time that it may take to construct new ships, or the useful
lives of its ships;
-- Global Ship Lease's continued ability to enter into long-term, fixed-
rate charters;
-- Global Ship Lease's ability to capitalize on its management team's and
board of directors' relationships and reputations in the containership
industry to its advantage;
-- changes in governmental and classification societies' rules and
regulations or actions taken by regulatory authorities;
-- expectations about the availability of insurance on commercially
reasonable terms;
-- unanticipated changes in laws and regulations;
-- potential liability from future litigation; and
-- other factors discussed in the section entitled "Risk Factors" in the
preliminary joint proxy statement/prospectus.
Marathon's actual results could differ materially from those
anticipated in forward-looking statements for many reasons,
including the factors described in "Risk Factors" in the
preliminary joint proxy statement/prospectus. Accordingly, you
should not unduly rely on these forward-looking statements, which
speak only as of the date of this communication. Marathon
undertakes no obligation to publicly revise any forward-looking
statement to reflect circumstances or events after the date of this
communication or to reflect the occurrence of unanticipated events.
You should, however, review the factors and risks Marathon
describes in the reports it will file from time to time with the
Securities and Exchange Commission after the date of this
communication.
(1) Earnings before interest, taxes, depreciation and
amortization (EBITDA) is a non-GAAP measure which we consider to be
a meaningful measure of operating performance. It equals operating
income before depreciation and amortization ($9.6 million of
Operating Income plus $5.0 million of depreciation expense).
Media Contact: Andrew Berlin The IGB Group 646-673-9701
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