UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2019
Commission File Number: 001-34153
Global Ship Lease, Inc.
(Translation of registrant’s name into English)
c/o Global Ship Lease Services Limited
25 Wilton Road
London SW1V 1LW
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Debt Refinancing
On September 19, 2019, Global Ship Lease, Inc. (the “Company”) entered into two new facility agreements to refinance certain of its existing indebtedness.
New Senior Facility
On September 19, 2019, the Company entered into a new syndicated $268.0 million senior secured credit facility comprised of two tranches (the “New Senior Loan”) with major commercial lenders Crédit Agricole Corporate and Investment Bank, ABN AMRO Bank N.V, CIT Bank NA, Hellenic Bank Public Company Limited and Siemens Financial Services Inc. The first tranche of the New Senior Loan of $230.0 million has been drawn down, in full, and the proceeds will be used very shortly to refinance five of the Company’s existing senior credit facilities with maturities in December 2020 and April 2021 (the “First Tranche Refinancing”). The existing senior credit facilities to be refinanced are the Company’s $65.3 million ABN AMRO Bank Credit Facility, $17.1 million Amsterdam Trade Bank N.V. Credit Facility, $80.0 million Crédit Agricole Credit Facility, $24.5 million Blue Ocean Credit Facility and $55.7 million Crédit Agricole Credit Facility. As a result of the First Tranche Refinancing, three 2000-built 6,000 TEU ships, Tasman, Dimitris Y and Ian H, will become unencumbered. The second tranche of up to $38.0 million is available to the Company on similar terms until May 2020 to facilitate further refinancing. The final maturity date of the New Senior Loan is September 2024, five years after drawdown. Borrowings under the New Senior Loan bear interest at LIBOR plus a margin of 3.0% and the scheduled amortization is $5.2 million per quarter.
New Junior Facility
On September 19, 2019, the Company also refinanced all of the existing indebtedness under its $38.5 million Blue Ocean Credit Facility (the “New Junior Facility”), with the only change being to extend its maturity from September 2023 to September 2024, consistent with the maturity date of the New Senior Loan. The other terms of the New Junior Facility remain consistent with the original $38.5 million Blue Ocean Credit Facility, bearing interest at 10.0% and repayable in one balloon payment upon maturity.
Attached hereto as Exhibit 99.1 is a press release of the Company, dated September 19, 2019, reporting the entry into the New Senior Loan and the New Junior Facility.
Dividend Declaration
On September 5, 2019, the Company’s Board of Directors declared a cash dividend of $0.546875 per depositary share, each representing a 1/100th interest in a share of its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares. Attached hereto as Exhibit 99.2 is a press release of the Company, dated September 5, 2019, announcing the declaration of the dividend.
The information contained in this Report on Form 6-K (except for any reference to, or information contained in, the Company’s website and the statements attributed to the Company’s Executive Chairman and Chief Executive Officer, contained in Exhibit 99.1) is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-231509), filed with the U.S. Securities and Exchange Commission with an effective date of May 28, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLOBAL SHIP LEASE, INC. | ||||||
| (registrant) | ||||||
| Dated: September 24, 2019 | By: | /s/ Ian J. Webber | ||||
| Ian J. Webber | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
Global Ship Lease Announces New Five-Year $268 Million Credit Facility for Debt Refinancing
Refinancing reduces average cost of debt and significantly extends maturities from 2020 to 2024
LONDON, September 19, 2019 (GLOBE NEWSWIRE) – Global Ship Lease, Inc. (NYSE:GSL) (the “Company”) announced today that it has agreed a new syndicated $268 million senior secured credit facility comprised of two tranches (the “ New Senior Loan”) with major commercial lenders Credit Agricole Corporate and Investment Bank, ABN AMRO Bank N.V, CIT Bank NA, Hellenic Bank Public Company Limited and Siemens Financial Services Inc. The Company expects to draw down the first tranche of the New Senior Loan, in full, of $230 million shortly and will use the proceeds to refinance five existing senior credit facilities with maturities in December 2020 and April 2021 (the “First Tranche Refinancing”), thereby reducing its cost of debt, extending maturities, and simplifying its debt structure. As a result of the First Tranche Refinancing, three 2000-built 6,000 TEU ships will become unencumbered. The second tranche of up to $38 million, or 65% of the market value of the vessel to be financed, is available, on similar terms, until May 2020 to facilitate further refinancing. The final maturity date of the New Senior Loan is expected to be September 2024, five years after drawdown. Borrowings under the New Senior Loan will bear interest at LIBOR plus a margin of 3.0%. Scheduled amortization is in line with fixed amortization which would have commenced March 2020 under the refinanced loans, at $5.2 million per quarter.
In addition, the Company has refinanced all of the existing indebtedness under its Junior Facility in the amount of $38.5 million, with the only change being to extend its maturity from September 2023 to September 2024, consistent with the maturity date of the New Senior Loan. The Company has updated the Overview of GSL Debt in its Investor Presentation, on its website at www.globalshiplease.com.
George Youroukos, Chairman of Global Ship Lease, added, “This significant improvement to our capital structure reflects the increasing recognition of our high-quality, best-in-class fleet, our extensive contracted revenue stream, the competitive advantages of our fully integrated commercial platform, and the highly supportive fundamentals for well-specified mid-sized and smaller containerships. With charter rates improving across the vessel classes represented by our fleet, we have successfully extended and expanded our charter backlog and, as previously announced, have agreed to purchase three vessels, two of which have now been delivered, with the third scheduled to deliver at the end of the month, in a highly attractive, opportunistic acquisition. By maintaining a high level of activity on multiple fronts, we are focused on systematically overcoming barriers to achieving a market valuation that more accurately reflects the inherent value of Global Ship Lease and our high-quality fleet of 41 ships, which was valued by an independent broker at $1.34 billion on a charter-attached basis as of June 30, 2019 for an overall loan to value, net of cash, and adjusting for the purchase of the two ships to be purchased after June 30, 2019, of just over 60% at the same date.”
Ian Webber, Chief Executive Officer of Global Ship Lease, stated, “By successfully executing this refinancing, we are delivering upon our stated goals of reducing our cost of debt, significantly extending maturities of most of our 2020 debt until September 2024, and enhancing our financial flexibility by releasing collateral. While an important step in its own right, this refinancing also provides us with long-term certainty for further enhancements to our capital structure.”
About Global Ship Lease
Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. On November 15, 2018, it completed a strategic combination with Poseidon Containers.
Global Ship Lease owns 40 ships and has contracted to purchase a further ship, ranging from 2,207 to 11,040 TEU, of which nine are fuel efficient new-design wide beam, with a total capacity of 224,162 TEU and an average age, weighted by TEU capacity, of 11.9 years as at June 30, 2019.
The average remaining term of the Company’s charters at June 30, 2019, including subsequent new charters, options to extend which are under the Company’s control, and assuming the mid-point of the redelivery period, was 2.9 years on a TEU-weighted basis. Contracted future revenue on this basis was $835.4 million. Contracted future revenue was $916.4 million, including options to extend which are under charterers’ control and assuming the latest redelivery date, over a TEU-weighted average remaining term of 3.3 years.
Safe Harbor Statement
This press release contains forward-looking statements. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’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. These forward-looking statements are based on assumptions that may be incorrect, and the Company cannot assure you that the events or expectations included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including the factors described in “Risk Factors” in the Company’s Annual Report on Form 20-F and the factors and risks the Company describes in subsequent reports filed from time to time with the U.S. Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to reflect the occurrence of unanticipated events.
Investor and Media Contact:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-8438
Source: Global Ship Lease, Inc.
2
Exhibit 99.2
Global Ship Lease Declares Quarterly Dividend on its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares
LONDON, Sept. 05, 2019 (GLOBE NEWSWIRE) — Global Ship Lease, Inc. (NYSE:GSL) (the “Company”) announced today that the Company’s Board of Directors has declared a cash dividend of $0.546875 per depositary share, each representing a 1/100th interest in a share of its 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred Shares”) (NYSE:GSLPrB). The dividend represents payment for the period from July 1, 2019 to September 30, 2019 and will be paid on October 1, 2019 to all Series B Preferred Shareholders of record as of September 24, 2019.
About Global Ship Lease
Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. On November 15, 2018, it completed a strategic combination with Poseidon Containers.
Global Ship Lease owns 39 ships and has contracted to purchase a further two ships, ranging from 2,207 to 11,040 TEU, of which nine are fuel efficient new-design wide beam, with a total capacity of 224,162 TEU and an average age, weighted by TEU capacity, of 11.9 years as at June 30, 2019.
The average remaining term of the Company’s charters at June 30, 2019, to the mid-point of redelivery, including options under owner’s control, was 2.9 years on a TEU-weighted basis. Contracted revenue on the same basis was $823.0 million. Contracted revenue was $913.4 million, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.2 years.
Safe Harbor Statement
This press release contains forward-looking statements. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’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. These forward-looking statements are based on assumptions that may be incorrect, and the Company cannot assure you that the events or expectations included in these forward-looking statements will come to pass. Actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of various factors, including the factors described in “Risk Factors” in the Company’s Annual Report on Form 20-F and the factors and risks the Company describes in subsequent reports filed from time to time with the U.S. Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to reflect the occurrence of unanticipated events.
Investor and Media Contact:
The IGB Group
Bryan Degnan
646-673-9701
or
Leon Berman
212-477-843
Source: Global Ship Lease, Inc.