This report on Form 6-K of Atlas Corp., or
this Report, is hereby incorporated by reference into:
the Registration Statement of Atlas Corp. filed with the
Securities and Exchange Commission, (the “SEC”), on May 30,
2008 on Form F-3D (Registration No. 333-151329), as amended on
February 28, 2020, the Registration Statement of Atlas Corp. filed
with the SEC on March 31, 2011 on Form S-8 (Registration No. 333-173207), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on June 20,
2013 on Form S-8 (Registration No. 333-189493), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on April 24,
2012 on Form F-3 (Registration No. 333-180895), as
amended on March 22, 2013 and February 28, 2020,
the Registration Statement of Atlas Corp. filed with the
SEC on April 29, 2014 on Form F-3 (Registration No. 333-195571), as
amended on March 6, 2017, April 19, 2017 and
February 28, 2020, the Registration Statement of
Atlas Corp. filed with the SEC on November 28, 2014
on Form F-3 (Registration No. 333-200639), as
amended on March 6, 2017, April 19, 2017 and
February 28, 2020, the Registration Statement of
Atlas Corp. filed with the SEC on November 28, 2014
on Form S-8 (Registration No. 333-200640), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on March 12,
2015 on Form F-3D (Registration No. 333-202698), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on June 24,
2016 on Form S-8 (Registration No. 333-212230), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on August 25,
2017 on Form F-3 (Registration No. 333-220176), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on
December 21, 2017 on Form S-8 (Registration No. 333-222216), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on April 13,
2018 on Form F-3D (Registration No. 333-224291), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on April 13,
2018 on Form F-3 (Registration No. 333-224288), as
amended on May 3, 2018, May 7, 2018 and February 28,
2020, the Registration Statement of Atlas Corp. filed
with the SEC on September 28, 2018 on Form F-3 (Registration No. 333-227597), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on
January 18, 2019 on Form F-3 (Registration No. 333-229312), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on March 27,
2019 on Form F-3 (Registration No. 333-230524), as
amended on February 28, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on May 11,
2020 on Form F-3 (Registration No. 333-238178), as
supplemented on December 7, 2020, the Registration
Statement of Atlas Corp. filed with the SEC on June 30,
2020 on Form S-8 (Registration No. 333-239578) and
the Registration Statement of Atlas Corp filed with SEC
on March 19, 2021 on Form F-3 (Registration No. 333-254536).
Information Contained in this Form 6-K Report
Issuance of 5.50% Blue Transition Senior Notes
On July 14, 2021, in connection with a previously announced
private offering, Seaspan Corporation (“Seaspan”), a wholly owned
subsidiary of Atlas Corp. (“Atlas”), issued $750.0 million
aggregate principal amount of 5.50% Blue Transition Senior Notes
due 2029 (the “Notes”). The Notes were sold to the Initial
Purchasers (as defined below) in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), for resale by the
Initial Purchasers to persons reasonably believed to be qualified
institutional buyers (as defined in Rule 144A under the Securities
Act) and to non-U.S.
persons (as defined in Regulation S under the Securities Act)
pursuant to the exemption from registration provided by Rule 144A
and Regulation S under the Securities Act. In connection with the
offering, Seaspan entered into a Purchase Agreement, dated
July 9, 2021, with Citigroup Global Markets Inc. and Wells
Fargo Securities, LLC, as representatives of the several initial
purchasers named therein (the “Initial Purchasers”).
The net proceeds from the sale of the Notes were approximately
$736.0 million, after deducting the Initial Purchasers’
discounts and commission and Seaspan’s estimated offering expenses.
Seaspan intends to use the net proceeds to acquire, finance or
refinance, in whole or in part, certain new and/or existing
eligible projects consistent with Seaspan’s Blue Transition Bond
Framework.
The Notes were issued pursuant to an Indenture dated as of
July 14, 2021, by and between Seaspan and The Bank of New York
Mellon, as trustee (the “Indenture”).
The Notes will be Seaspan’s senior unsecured obligations and will
accrue interest payable semiannually in arrears on February 1
and August 1 of each year, beginning on February 1, 2022,
at a rate of 5.50% per year. The Notes will not be guaranteed by
Atlas or any of its or Seaspan’s respective subsidiaries. The Notes
will mature on August 1, 2029, unless earlier exchanged,
repurchased or redeemed.