HONG KONG, Jan. 17, 2020 /PRNewswire/ - Seaspan Corporation
(NYSE:SSW) announced today, in connection with its previously
announced holding company reorganization (the "Proposed
Reorganization"), that it intends to delist its outstanding 7.125%
senior unsecured notes due 2027 (the "Notes") from the New York
Stock Exchange (the "NYSE") and to deregister the Notes under the
Exchange Act of 1934, as amended. Delisting and
deregistration of the Notes is expected to occur on or about the
effective date of the Proposed Reorganization. Seaspan has not, and
does not intend to, arrange for listing and/or registration of the
Notes on another national securities exchange or for quotation on
another quotation medium. Seaspan intends to exercise its option to
redeem the Notes on October 10, 2020,
the first date for early redemption, at par plus accrued and unpaid
interest to, but not including, such redemption date.
Upon completion of the Proposed Reorganization, Seaspan will
become a wholly owned subsidiary of a new holding company, Atlas
Corp. ("Atlas"), with holders of Seaspan common and preferred
shares becoming holders of Atlas common and preferred shares, as
applicable. Atlas will apply for the listing of Atlas common
and preferred shares on the NYSE, and Seaspan will apply to the SEC
to cease to be an SEC-registered, reporting issuer with publicly
listed securities.
About Seaspan
Seaspan is a leading independent charter owner and operator
of containerships with industry leading ship management services.
We charter our vessels primarily pursuant to long-term, fixed-rate,
time charters to the world's largest container shipping liners.
Seaspan's fleet consists of 119 containerships, including two
vessels the Company has agreed to purchase, which have not yet been
delivered, representing total capacity of more than 975,000 TEU.
Seaspan's current operating fleet of 117 vessels has an average age
of approximately seven years and an average remaining lease period
of approximately four years, on a TEU-weighted basis.
Where to Find Additional Information
This report does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Atlas has filed a registration statement that
includes a preliminary proxy statement/prospectus and other
relevant documents in connection with the Proposed Reorganization.
SEASPAN'S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC AND THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN FILED AND MAILED,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
REORGANIZATION. The definitive proxy statement/prospectus
will be mailed to the holders of Seaspan shares prior to the
Special Meeting. In addition, investors may obtain a free copy of
the preliminary proxy statement/prospectus and other filings
containing information about Seaspan, Atlas and the Proposed
Reorganization, from the SEC at the SEC's website at
http://www.sec.gov after such documents have been filed with the
SEC. In addition, after such documents have been filed with the
SEC, copies of the preliminary proxy statement/prospectus and other
filings containing information about Seaspan, Atlas and the
Proposed Reorganization can be obtained without charge by accessing
them on Seaspan's web site at http://www.seaspancorp.com or by
contacting Seaspan Investor Relations at the address below:
Investor Inquiries:
Mr. Bill
Stormont
Investor Relations
Seaspan Corporation
Tel. +1-604-638-7240
Email: IR@seaspanltd.ca
Cautionary Note Regarding Forward-Looking Statements
This release contains certain forward-looking statements (as
such term is defined in Section 21E of the Securities Exchange Act
of 1934, as amended) concerning future events, including, without
limitation, forward-looking statements regarding the Proposed
Reorganization and the delisting and deregistration of the Notes.
Statements that are predictive in nature, that depend upon or refer
to future events or conditions, or that include words such as
"expects", "anticipates", "intends", "plans", "believes",
"estimates", "projects", "forecasts", "will", "may", "potential",
"should", and similar expressions are forward looking statements.
These forward-looking statements reflect management's current
expectations only as of the date of this release. As a result, you
are cautioned not to rely on any forward-looking statements.
Although these statements are based upon assumptions we believe to
be reasonable based upon available information, they are subject to
risks and uncertainties. These risks and uncertainties
include, but are not limited to: the potential that the Proposed
Reorganization is not completed when anticipated or at all; the
potential that Atlas' common and preferred shares are not accepted
for listing on the NYSE; Seaspan may determine not to exercise its
option to redeem the Notes on October 10,
2020 or, if it does exercise such option, may not have
sufficient liquidity to effectuate such redemption; and other
factors detailed from time to time in our periodic reports and
filings with the SEC, including Seaspan's Annual Report on Form
20-F for the year ended December 31,
2018 and the Reports of Foreign Private Issuer on Form 6-K
of Seaspan filed from time to time thereafter. We expressly
disclaim any obligation to update or revise any of these forward
looking statements, whether because of future events, new
information, a change in our views or expectations, or otherwise.
We make no prediction or statement about the performance of any of
our securities.
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SOURCE Seaspan Corporation