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
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 29, 2009
Commission File Number 001-34153
GLOBAL SHIP LEASE, INC.
(Exact name of Registrant as specified in its Charter)
c/o Portland House,
Stag Place,
London SW1E 5RS,
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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-I Rule 101 (b)(1).
Yes ¨ No x
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).
Yes ¨ No x
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
Information Contained in this Form 6-K Report
Attached hereto as Exhibit I are slides to accompany a presentation to be given by the Chief Executive Officer of Global Ship Lease, Inc. (the “Company”) at the Third Annual Maxim Group Growth Conference on September 29, 2009.
Slide 8 refers to the Company’s obligations to purchase two 4,250 TEU containerships being built in China with anticipated delivery dates in Fourth Quarter 2010.
| • | The Company entered into contracts on September 11, 2008 to purchase two 4,250 TEU containerships from German interests (the “Seller”) for a price of approximately $77 million each. These contracts were filed with the U.S. Securities and Exchange Commission as Exhibits 10.26 and 10.27 to the Company’s Registration Statement on Form F-1/A on September 18, 2008. |
| • | The vessels are being built at Jiangsu New Yangzi Shipbuilding (the “Builder”) which is part of the publicly owned Yangzijiang Shipbuilding group and are scheduled to be delivered in fourth quarter 2010. |
| • | The Company is not party to the shipbuilding contract. Under the terms of the purchase agreement, it has agreed to, or to cause one of its subsidiary companies (the “Buyer”) to, purchase each ship immediately after the Seller has accepted delivery from the Builder. |
| • | A deposit of 10%, amounting to approximately $15.5 million for both vessels, was paid when the purchase contracts were signed. |
| • | The balance of 90% is due on delivery by the Seller of each ship to the Buyer. |
| • | The Company does not currently have funding in place to meet the balance of the purchase price. |
| • | The purchase contracts contain a clause to limit the Buyer’s liability in the event of a default to the forfeiture of the previously paid deposit. |
| • | The Company’s obligations under the purchase contracts are not conditional on either the availability of financing or on the performance of the charters. |
| • | Each vessel is to be chartered to Zim Integrated Shipping Services Limited (“Zim”) under a non-cancellable time charter for seven to eight years at charterer’s option at a net rate of $28,000 per day (the “Zim Time Charters”). |
| • | Zim is currently engaged in a financial restructuring to reduce its cashflow burden including seeking reduced Charterhire from ship owners in exchange for convertible notes in Zim. |
| • | Pending resolution of the financial restructuring, Zim has advised ship owners of a unilateral reduction by 35% of all longterm charterhire payments with effect from September 1, 2009. The Company is not yet directly affected by this as it currently has no vessels on charter to Zim. |
| • | The Zim Time Charters remain unchanged and the Company has not agreed to any reduction in charterhire. |
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. | ||||||
| Date: September 29, 2009 | By: | /S/ IAN J. WEBBER | ||||
| Ian J. Webber | ||||||
| Chief Executive Officer | ||||||
 0 Third Annual Maxim Group Growth Conference September 2009 Exhibit I |
 1 Disclaimer The financial information and data contained in this communication is unaudited and does
not conform to the U.S. Securities and Exchange Commission Regulation
S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, Global Ship Lease’s filings with the Securities and
Exchange Commission, or SEC. This communication includes certain
estimated financial information and forecasts presented as pro forma financial measures that are not derived in accordance with generally accepted accounting principles (“GAAP”), and which may be deemed to be
non-GAAP financial measures within the meaning of Regulation G promulgated by the SEC. Global Ship Lease believes that the presentation of these non-GAAP financial measures serves to enhance the understanding of the financial performance of Global Ship Lease. However, these non-GAAP financial measures should be considered in addition to and not as substitutes for, or superior to, financial measures
of financial performance prepared in accordance with GAAP.
|
 2 Safe Harbor Statement This communication contains forward-looking statements. Forward-looking statements provide Global Ship
Lease’s current expectations or forecasts of future events. Forward-looking statements include statements about Global Ship Lease’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 Global Ship Lease cannot assure you that these projections 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 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 container shipping industry, including the
rate of annual demand and supply growth; • 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 including the impact of constraints under its credit facility; • future acquisitions, business strategy and expected capital spending; • operating expenses, availability of crew, number of off-hire days, drydocking and survey requirements and
insurance costs; • general market conditions and shipping industry trends, including charter rates and factors affecting supply
and demand; • the financial condition of CMA CGM, the company’s charterer and sole source of operating revenue, and its
ability to pay charterhire in accordance with the charters; • Global Ship Lease’s ability to meet financial covenants and repay 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 piracy, discharge of pollutants and vessel accidents and
damage including total or constructive total loss; • Global Ship Lease’s financial condition and liquidity, including its ability to obtain additional waivers
which might be necessary under the existing credit facility or obtain additional financing to fund capital expenditures, contracted and yet to be contracted vessel acquisitions including the two new buildings
to be purchased from German interests in fourth quarter 2010 and for other general corporate
activities; • estimated future capital expenditures needed to preserve its capital base; • Global Ship Lease’s expectations about the availability of vessels to purchase, the time that it may take
to construct new vessels, or the useful lives of its vessels; • Global Ship Lease’s continued ability to enter into or renew long-term, fixed-rate
charters; • the continued performance of existing 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; and • potential liability from future litigation. 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. Global Ship Lease’s actual results could
differ materially from those anticipated in forward-looking statements for many reasons specifically as described in Global Ship Lease’s filings with the SEC. Accordingly, you should not unduly rely on
these forward-looking statements, which speak only as of the date of this communication. Global Ship Lease 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 Global Ship Lease describes in the reports it will file from
time to time with the SEC after the date of this communication. |
 3 Global Ship Lease: Listed on NYSE on August 15, 2008 – Containership charter-owner providing long term, fixed rate time charters – 17 containerships in operation Operating fleet capacity 66,297 TEU; average age 5.5 years Contracted revenue of operating fleet $1.6 billion Average charter length 9.3 years; no charter renewals until end of 2012 – Two 4,250 TEU newbuildings for delivery Q4 2010; 7 to 8 years charters in place Strategic Focus – To be a preferred provider of chartered containerships to top tier liner companies
Value Proposition – For liner companies: A vessel financing and chartering partner providing a cost- effective means to free up capital and management resources for other strategic
needs – For investors: An investment vehicle with stable and predictable cash flows with opportunities for growth Global Ship Lease: Who We Are |
 4 Experienced Management Team Ian
Webber Chief Executive Officer DVB Bank, 2005-2007: Specialist transport asset financier. SVP & Head of Singapore ship leasing and investment fund project Nordcapital, 2004-2005: German KG ship financier and asset manager. Director of business development >10 years experience in various roles with liner shipping companies CP Ships, 1996-2006: CFO and Director – Public company traded on NYSE and TSE – Sold to Hapag-Lloyd in 2005 for $2.3 billion Pricewaterhouse, 1979-1996: Partner, 1991-1996 P&O, 1986-2006: Group Head of Specialized Finance, Head of Structured Finance, Deputy Group Treasurer Chartered Management Accountant and Member of Association of Corporate Treasurers Susan
Cook Chief Financial Officer Thomas Lister Chief Commercial Officer Vivek Puri Chief Technical Officer Senior Vice President and Chief Technical Officer for British Marine PLC UK Chief Technical Officer at Synergy Marine Cyprus Managing Director of Wallem Ltd UK and Technical Manager of Wallem Shipmanagement UK in 26 year career with the Wallem Group |
 5 Expert and Majority Independent Board Michael Gross General Secretary of Intermanager, the international association of ship managers Professor of corporate finance at International University of Monaco, 2005 - 2007 President and COO of MC Shipping, 1993 - 2004 Co-founder, director and shareholder of V.Ships 1979 - 1993 Chairman and CEO of Marathon Acquisition Corp Partner of investment firm Magnetar Capital Chairman and CEO of investment firm Solar Capital Apollo Investment Management LP, 1990 - 2006; President and CEO 2004 - 2006 Currently on the Board of Safmarine Consultant to AP Moller-Maersk CEO of Safmarine,1996 - 2004 (acquired by APMM in 1999) Various roles within Safmarine 1970 - 1995 Howard Boyd Guy Morel Angus Frew Currently Chief Executive of the British Chamber of Shipping President and CEO GE SeaCo SRL, 2003 – 2008 SVP of container division and officer of GE Sea Containers Ltd, 2003 - 2005 1990 – 2002: senior management roles in Grand Met, Diageo, and Seagrams Jeff Pribor Currently EVP and CFO of General Maritime Corp MD and President of DnB NOR US-based investment banking division, 2002 - 2004 MD and Group Head of Transportation for ABN AMRO, 2001 - 2002 >15 years in investment banking and corporate law at various other institutions
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 6 Global Ship Lease: Business Strategy Achieve Long-Term Accretive Fleet Growth Realize long-term growth through accretive acquisitions of modern, high quality containerships Focus on returns / economics to ensure that acquisitions meet IRR targets and are accretive to distributable cash flow per share Generate Stable Revenue and Cash Flow Stream Long-term charters with staggered maturities Customer base of quality charterers Young fleet with a range of vessel sizes Predictable cost structure Provide World- Class Service Be a partner of choice to supply capacity to leading liner companies Best in class, competitive provider of chartering services Outsourced ship management philosophy to manage risk and diversify choice High standards and reliable service |
 7 Fleet and Charter Portfolio: Modern, High Quality Tonnage of Diverse Sizes * Seven to eight years at option of Charterer |
 8 Two 4,250 teu newbuildings for delivery Q4 2010 Being built at established Chinese yard; units 19 and 20 in a series of 44 similar
vessels Purchase price approximately $77 million each Deposit of 10% approx $15.5 million paid We will explore financing options for the 90% unfunded balance payable on delivery
The purchase contracts contain a clause to limit the Buyers liability in the event
of a default to the forfeiture of the deposit Seven to eight year charters at $28,000 (net) to Zim Purchase obligation is not conditional on status of charters or on availability of
finance Zim is engaged in a financial restructuring Zim has advised owners of unilateral reduction by 35% of all long-term charterhire payments with effect from September 1, 2009 Charter agreements remain unchanged and GSL has not agreed to any reduction in
charterhire Acquisition of Two Newbuildings |
 9 Estimated Worldwide Fleet as of August 2009 4,690 Vessels/12.8 mm TEU capacity (1) Owned by Liner Companies (1) Source: AXS-Alphaliner Long-Term Industry Opportunity Significant industry orderbook needs to be financed 1) Existing Tonnage – Liners and Other Independent Charter Owners 2) Current Orderbook (2009-2011+) 3) Trend to Charter-In Vessels Chartered-in by Liner Companies Large Orderbook: 916 Vessels / 5.3 mm TEU Capacity |
 Three
months ended June
30 (Unaudited) Six months ended June 30 (Unaudited) 2009 2008 2009 2008 Operating revenues $36,193 $22,939 $71,201 $46,833 Operating expenses Voyage expenses - - - 1,944 Vessel operating expenses 10,508 6,821 21,231 14,166 Depreciation 8,986 4,814 17,772 9,834 General and administrative 2,445 2,595 4,581 3,318 Other operating income (50) (152) (106) 128 Total operating expenses 21,889 14,078 43,478 29,390 Operating income 14,304 8,861 27,723 17,443 Interest income 163 37 305 339 Interest expense (5,554) (6,344) (10,208) (14,577) Realized and unrealized gain on derivatives 13,872 5,153 16,146 5,153 Income before income taxes 22,785 7,707 33,966 8,358 Income taxes (23) (7) (48) (23) Net Income $22,762 $7,700 $33,918 $8,335 10 Second Quarter Financial Results ($ in thousands) |
 11 Balance Sheet As of June 30, 2009 As of December 31, 2008 ($ in thousands) (Unaudited) (Unaudited) Assets Cash and cash equivalents 40,733 26,363 Restricted cash 3,026 3,026 Accounts receivable 1,005 638 Prepaid expenses 513 734 Other receivables 955 1,420 Deferred tax asset 420 176 Deferred financing costs 1,008 526 Total current assets 47,660 32,883 Vessels in operation 889,066 906,896 Vessel deposits 15,935 15,720 Other fixed assets 15 21 Intangible assets - purchase agreement 7,840 7,840 Deferred tax asset 283 117 Deferred financing costs 5,316 3,131 Total non-current assets 918,455 933,725 Total assets 966,115 966,608 Liabilities and Stockholders’ Liabilities Intangible liability - charter agreements 2,045 1,608 Accounts payable 54 36 Accrued expenses 4,383 6,436 Derivative instruments 15,256 10,940 Total current liabilities 21,738 19,020 Long term debt 542,100 542,100 Preferred shares 48,000 48,000 Intangible liability - charter agreements 25,289 26,348 Derivative instruments 10,823 36,101 Total long-term liabilities 626,212 652,549 Total Liabilities 647,950 671,569 Total Stockholders' Equity 318,165 295,039 Total Liabilities and Stockholders' Equity 966,115 966,608 Equity |
 12 Cash Generated Three months ended Six months ended June 30, 2009 June 30, 2009 (Unaudited) (Unaudited) ($ in thousands) Net income $22,762 $33,918 Add: Depreciation 8,986 17,772 Charge for equity incentive awards 863 1,579 Amortization of deferred financing fees 251 625 Less: Change in value of derivatives (16,652) (20,961) Allowance for future dry-docks (900) (1,800) Revenue accretion for intangible liabilities (311) (622) Deferred taxation (203) (410) Cash generated $14,796 $30,101 |
 13 Credit Facility Amendment Loan-to-Value maintenance covenant waived up to and including November 30, 2010 with next test scheduled for April 30, 2011 Able to borrow sufficient funds to finance August 2009 purchase of CMA CGM Berlioz Loan bears interest at LIBOR plus a fixed margin of 3.5% up to November 30, 2010. Thereafter, margin will be between 2.50% and 3.50%, depending on the Loan-to-Value ratio Undrawn commitments of approximately $200 million cancelled after the purchase of the Berlioz Cash flow to be redeployed to pre-pay borrowings under the credit facility; minimum of $40 million per year Opportunity to resume dividend payments once Loan-to-Value is at or below 75% Aggressively pays down debt and enhances ability to emerge from the unprecedented downturn as a stronger company Insulates the Company against asset value volatility through April 2011 Enables accretive purchase of 2001-built 6,627 TEU container vessel, which is committed on 12 year long-term time charter Amended Revolving Facility Highlights |
 14 Investment Highlights Current and Future Growth Opportunities Long-term Stable Cash Flows Attractive Long-Term Industry Outlook Modern, High Quality Fleet Of Diverse Sizes Experienced Management Team and Independent Board Young fleet with average age of fleet of 5.5 years Fleet attractive to charters; able to operate on a variety of trade lanes Balanced portfolio of vessel sizes closely mirrors global feet profile Sizeable, contracted revenue with 9.3 year avg. charter term $1.6 billion of contracted revenue for on-the-water fleet No renewals until end 2012 (two vessels) and then 2016 Largely predictable cost structure 10% CAGR demand in containerized trade for past 20 years; demand growth will return Increasing trend to charter-in capacity by liner companies especially during economic weakness
Slow steaming and lay-ups increases utilization of vessels improving pricing tension Orderbook being reduced and deferred 79% contracted revenue growth (annual) from time of listing through 4Q 2010 Significant industry orderbook needs to be financed Expanding charter owner in fragmented market Management has diverse, long-standing industry relationships – CEO Ian Webber (former CFO of CP Ships), CFO Susan Cook (former Group Head of Specialized Finance
at P&O), CCO Thomas Lister (former ship financier at DVB Bank), and CTO Vivek Puri (several senior ship management roles) Board expertise includes Capital Markets, Liner Shipping, Ship Management, Leasing, and Ship Owning
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 Appendix |
 16 46.380 million Class A common shares, including 12.375 mm Class C common shares
converted at January 1, 2009 7.406 million Class B subordinated common shares 39.535 million public warrants at $6 expire August 2010 5.5 million sponsor warrants to be exercised cashless at $6 expire August 2010
6.2 million class A warrants at $9.25 expire September 2011 Up to 1.5 million shares available under stock incentive plan. 780,000 awarded to
vest over three years from August 2008 plus 80,000 awarded to vest over two years to August 2010 Share Count |