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 August 2020

Commission File Number:  001-34153

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-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 REPORT ON FORM 6-K

Attached as Exhibit 99.1 to this Report on Form 6-K (this “Report”) is a copy of the press release of Global Ship Lease, Inc. (the “Company”), dated August 6, 2020, reporting the Company’s financial results for the three and six months ended June 30, 2020.

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.

Investor and Media Contacts:

The IGB Group

Bryan Degnan

646-673-9701

or

Leon Berman

212-477-8438

Global Ship Lease Reports Results for the Second Quarter of 2020

LONDON, ENGLAND — August 6, 2020 - Global Ship Lease, Inc. (NYSE:GSL) (the “Company” or “Global Ship Lease”), a containership charter owner, announced today its unaudited results for the three and six month periods ended June 30, 2020.

Second Quarter and Year To Date Highlights

- Reported operating revenue of $71.4 million for the second quarter 2020. Operating revenue for the six months ended June 30, 2020 was $142.3 million.

- Reported net income available to common shareholders of $12.6 million for the second quarter 2020 after a non-cash impairment charge of $0.9 million, giving normalized net income⁽³⁾ of $13.5 million.  For the six months ended June 30, 2020, net income available to common shareholders was $13.2 million, after a non-cash impairment charge of $8.5 million and $2.3 million premium paid on the redemption of $46.0 million of our 9.875% Senior Secured Notes due 2022 (“2022 Notes”) in February 2020, giving normalized net income⁽³⁾ of $24.0 million.

- Generated $41.8 million of Adjusted EBITDA⁽³⁾ for the second quarter 2020. Adjusted EBITDA for the six months ended June 30, 2020 was $81.4 million.

- Agreed to multiple charter extensions and new charters:

- Disposed of two 1999-built, 2,200 TEU feeder ships (GSL Matisse and Utrillo) in July 2020 for aggregate net proceeds of $7.1 million.

George Youroukos, Executive Chairman of Global Ship Lease, stated, “As the global economy continues to be disrupted by COVID-19, Global Ship Lease has been well served by our extensive contract cover, our commitment to seafarer and shore staff safety, and our focus on business resilience. During the second quarter, our attractive fleet of low slot cost, high reefer capacity, mid-sized and smaller containerships, supported by our well-established relationships with leading liner operators, enabled us to maximize on-hire time and secure strong, stable cash flows despite a challenging market.”

“While the timing and shape of global economic recovery remains hard to call, we see a number of reasons for cautious optimism. Following a sharp decline through much of the first half of the year, freight rates and charter rates have both rebounded in recent weeks, with that strength felt first by well-specified post-panamax vessels - particularly those with high reefer capacity, like those in our fleet - just as we saw during the market recovery in 2019. As a result, idle containership capacity has fallen significantly, from a high of 11.7% in Q2 to 6.6% by the end of July, while the re-opening of ship recycling facilities is allowing marginal tonnage to be deleted from the global fleet. Encouragingly, our customers in the liner industry have demonstrated impressive price and capacity discipline, maintaining and even expanding their margins against a challenging macroeconomic backdrop. In an important distinction from prior downturns, the eventual post-COVID-19 demand recovery is set to take place against a supply scenario marked by a tiny orderbook - particularly in the size segments in which we operate. With our well-specified, low slot cost, high reefer capacity containerships in structurally undersupplied segments, Global Ship Lease should benefit from a tightening market in even a conservative recovery scenario.”

Ian Webber, Chief Executive Officer of Global Ship Lease, commented, “We have continued to focus on financial resilience, balance sheet de-levering, and positioning to take advantage of opportunities as they arise. Having secured new charters or extensions for 11 of our vessels and returned our fleet to full employment, we have locked in 97% of our Adjusted EBITDA for 2020 and 75% for 2021. During the second quarter, we also continued to reduce our leverage, amortizing a further $20.5 million of debt and reducing our remaining debt maturities between now and 2022 to a negligible level. As a result of our continuous chartering activity and balance sheet management, and with the added benefit of having primarily floating-rate debt at a time of record-low LIBOR, we believe that, at this time, Global Ship Lease is in an excellent financial and strategic position to sustain current market conditions while we continue to receive stable, predictable cash flows from strong counterparties and to continue our discussions around the opportunistic refinancing of our 2022 Notes.”

SELECTED FINANCIAL DATA – UNAUDITED

(thousands of U.S. dollars)

(1) Operating Revenue is net of address commissions which represents a discount provided directly to a charterer based on a fixed percentage of the agreed upon charter rate. Brokerage commissions are included in “Time charter and voyage expenses”.

(2) Net Income available to common shareholders.

(3) Adjusted EBITDA and Normalized Net Income are non-US Generally Accepted Accounting Principles (“US GAAP”) financial measures, as explained further in this press release, and are considered by Global Ship Lease to be a useful measure of its performance. For reconciliations of these non-GAAP financial measure to net income, the most directly comparable US GAAP financial measure, please see “Reconciliation of Non-U.S. GAAP Financial Measures” below.

Revenue and Utilization

The Company generated revenue from fixed-rate, mainly long-term time-charters of $71.4 million in the three months ended June 30, 2020, up $8.3 million (or 13.2%) on revenue of $63.1 million for the comparative period in 2019. The increase is principally due to an additional 11.9% operating days from the addition of seven vessels since April 1, 2019, offset by decreases in revenue of Agios Dimitrios and MSC Qingdao due to offhire from scrubber installation during second quarter 2020. There were 4,095 ownership days in the quarter, an increase of 17.3% compared to 3,492 in the second quarter 2019. The 210 days of offhire for dry-dockings in the three months ended June 30, 2020 were mainly attributable to three dry-dockings in progress as of June 30, 2020, one for regulatory reasons and two for scrubber installation. With 161 days idle time for GSL Matisse and Utrillo (assets held for sale as at June 30, 2020), 33 idle days for Julie and GSL Christen between charters and 20 days of unplanned offhire days, utilization was 89.6%. In the comparative period of 2019, there were 174 days of planned offhire, mainly attributable to one completed dry-docking, primarily to upgrade the ship to increase substantially its reefer capacity and four dry-dockings in progress as of June 30, 2019, one for regulatory reasons only and three for the upgrade of their reefer capacity along with the regulatory dry-docking which had been brought forward. With 18 days idle time for Tasman, GSL Valerie and Orca I between charters and 19 days of unplanned offhire days, utilization was 94.0%.

For the six months ended June 30, 2020, revenue was $142.3 million, up $14.7 million (or 11.5%) on revenue of $127.6 million in the comparative period, mainly due to the factors noted above, together with increased revenue from MSC Tianjin, Alexandra, Alexis, Olivia I, Kristina and Katherine as the charters for these ships were renewed at increased rates, counterbalanced by a decrease in revenue from GSL Matisse and Utrillo (assets held for sale) and La Tour as her charter was renewed at a lower rate.

The table below shows fleet utilization for the three and six month periods ended June 30, 2020 and 2019, and for the years ended December 31, 2019, 2018, 2017 and 2016.

Three dry-dockings were in progress as of June 30, 2020, one for regulatory reasons and two for the installation of scrubbers.  In the second half of 2020, we anticipate six further dry-dockings, one for the installation of scrubbers and five for regulatory purposes.

Vessel Operating Expenses

Vessel operating expenses, which primarily include costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 16.3% at $24.2 million for the three months ended June 30, 2020, compared to $20.8 million in the prior year period. The increase was due to 603 (or 17.3%) additional ownership days as a result of the acquisition of seven vessels since April 1, 2019, all of which are Post-Panamax with higher daily operating expenses, offset by an overall lower average cost per ownership day in the quarter of $5,902, compared to $5,959 for the prior year period, down $57 per day, or 1.0%.

For the six months ended June 30, 2020, vessel operating expenses were $49.7 million, or an average of $6,125 per day, compared to $41.8 million in the comparative period, or $6,042 per day, an increase of $83 per ownership day, or 1.4%.

Time Charter and Voyage Expenses

Time charter and voyage expenses comprise mainly commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous owner’s costs associated with a ship’s voyage. Time charter and voyage expenses were $2.7 million for the three months ended June 30, 2020, compared to $2.1 million in the prior year period. The increase was mainly due to the addition of the seven vessels since April 1, 2019, all of which incur such commission. In addition, a number of our legacy ships have completed their initial charters with CMA CGM or OOCL and were employed on new charters obtained with the assistance of a broker, thereby incurring commission. Further, there was an increase in bunker costs for GSL Matisse and Utrillo (assets held for sale), and for Julie and GSL Christen during idle time.

For the six months ended June 30, 2020, time charter and voyage expenses were $6.2 million, compared to $3.6 million in the comparative period with the increase being due to the addition of six vessels since July 1, 2019.

Depreciation and Amortization

Depreciation and amortization for the three-month period ended June 30, 2020 was $11.6 million, compared to $11.0 million in the second quarter of 2019.  The increase was mainly due to the addition of seven vessels since April 1, 2019.

Depreciation for the six months ended June 30, 2020 was $23.1 million, compared to $21.7 million in the comparative period, with the increase being due to the addition of six vessels since July 1, 2019.

Vessel impairment losses

Two 1999-built, 2,200 TEU feeder ships, GSL Matisse and Utrillo, were sold on July 3, 2020 and July 20, 2020, respectively.  As of June 30, 2020, the vessels were immediately available for sale and qualified as assets held for sale. As of March 31, 2020, we had an expectation that the vessels would be sold before the end of their previously estimated useful life, and as a result performed an impairment test of the specific asset group. An impairment charge of $7.6 million was recognized for the three months ended March 31, 2020 and an additional impairment charge of $0.9 million has been recognized in the three months ended June 30, 2020. No impairment charges were recognized in the prior year periods.

General and Administrative Expenses

General and administrative expenses were $2.3 million in the three months ended June 30, 2020, compared to $2.5 million in the comparative period.  The average general and administrative expense per ownership day for the three-month period ended June 30, 2020 was $567, compared to $720 in the comparative period, a decrease of $153 or 21.3%.

For the six months ended June 30, 2020, general and administrative expenses were $4.8 million, compared to $5.0 million in the comparative period. The average general and administrative expense per ownership day for the six-month period ended June 30, 2020 was $587, compared to $719 in the comparative period, a decrease of $132 or 18.4%.

Adjusted EBITDA

As a result of the above, Adjusted EBITDA was $41.8 million for the three months ended June 30, 2020, up from $38.4 million for the three months ended June 30, 2019, with the increase being mainly due to the addition of seven vessels since April 1, 2019 and reduced average daily Vessel Operating Expenses.

Adjusted EBITDA for the six months ended June 30, 2020 was $81.4 million, compared to $78.5 million for the comparative period, with the increase being due to the addition of six vessels since July 1, 2019.

Interest Expense and Interest Income

Debt at June 30, 2020 totaled $845.0 million, comprising $267.0 million of indebtedness on our 2022 Notes and $4.7 million of indebtedness under a secured term loan, both cross collateralized by 18 vessels in the legacy GSL fleet, $59.0 million of unsecured indebtedness on our Senior Unsecured Notes due 2024 (the “2024 Notes”), and $514.3 million other secured debt collateralized by our other vessels.  As of June 30, 2020, five of our vessels were unencumbered.

Debt at June 30, 2019 totaled $875.6 million, comprised of $340.0 million of indebtedness under our 2022 Notes and $24.8 million of indebtedness under a secured term loan, both cross collateralized by 18 vessels in the legacy GSL fleet and $510.8 million of other secured debt collateralized by our other vessels.

Interest and other finance expenses for the three months ended June 30, 2020 were $16.0 million, a decrease of $2.7 million, or 14.4%, on the interest and other finance expenses for the prior year period of $18.7 million. The decrease is mainly due to principal repayments during second quarter of 2020 offset by the interest paid on our 2024 Notes.

For the six months ended June 30, 2020, interest expense was $35.5 million, compared to $38.1 million for the six months ended June 30, 2019, with the decrease mainly for the reasons noted above offset by the $2.3 million premium paid on the optional redemption of $46.0 million of our 2022 Notes in the first quarter of 2020.

Interest income for the three months ended June 30, 2020 was $0.2 million, compared to $0.4 million for the comparative period in 2019 with the decrease being due to decrease in lower deposit interest rates.

Interest income for the six months ended June 30, 2020 was $0.8 million, the same as in the comparative period in 2019.

Other (Expenses)/Income, Net

Other (expenses)/income, net is mainly comprised of gains/losses in bunkers following deliveries and redeliveries of ships from charterers and passenger income. Other expenses, net was $0.4 million in the three months ended June 30, 2020, compared to other income, net of $0.7 million in the prior year period.

Other expenses, net was $0.4 million in the six months ended June 30, 2020, compared to other income, net of $1.2 million in the prior year period.

Taxation

Taxation for the three months ended June 30, 2020 was a credit of $3,000, compared to $56,000 charge in the second quarter of 2019.

Taxation for the six months ended June 30, 2020 was a credit of $3,000, compared to $40,000 charge in the comparative period in 2019.

Earnings Allocated to Preferred Shares

Net Income Available to Common Shareholders

Net income available to common shareholders for the three months ended June 30, 2020 was $12.6 million, after a non-cash impairment charge of $0.9 million, compared to $8.4 million in the second quarter of 2019.

Net income available to common shareholders was $13.2 million, after a non-cash impairment charge of $8.5 million and $2.3 million premium paid on the redemption of $46.0 million of our 2022 Notes in February 2020 for the six months ended June 30, 2020, compared to $18.0 million in the comparative period.

Normalized net income for the three months ended June 30, 2020, before the non-cash impairment charge of $0.9 million, was $13.5 million.  For the six months ended June 30, 2020, normalized net income was $24.0 million, before the non-cash impairment charge of $8.5 million and $2.3 million premium paid on the redemption of 2022 Notes. Normalized net income in the comparative periods was the same as reported.

Fleet

The following table provides information about the on-the-water fleet of 43 ships. GSL Matisse and Utrillo, which were divested in July 2020, are excluded. The table includes charters agreed up to August 6, 2020.

(1) Modern design, high reefer capacity, fuel-efficient vessel.

(2) Charter extended from June 5, 2020 to 4Q2020 (assuming median expiry), at a rate expected to generate approximately $2.1 million of Adjusted EBITDA over the median period.

(3) Charter to July 2020 with COSCO at a rate of $39,200 per day; new charter with a leading liner operator, expected to commence in August 2020, to 2Q2022 (assuming median expiry), at a rate expected to generate approximately $14.3 million of Adjusted EBITDA over the median period.

(4) Five-year charters which commenced 2Q2019. Approximately $40 million of Adjusted EBITDA, aggregate across the two ships, is expected to be generated for the median period remaining on the charters, from June 30, 2020.

(5) GSL Eleni delivered 2Q2019 and is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q2019) are chartered for three years plus two successive periods of one year at the option of the charterer. Approximately $26 million of Adjusted EBITDA, aggregate across the three ships, is expected to be generated for the median firm period remaining on the charters, from June 30, 2020. This increases by approximately $16 million if all options are exercised by the Charterer.

(6) New Purchase One has been renamed GSL Christen; New Purchase Two has been renamed GSL Nicoletta. GSL Christen commenced a new charter with a Maersk in July 2020, to 1Q2021 (assuming median expiry), at a rate expected to generate approximately $0.9 million of Adjusted EBITDA over the median period. GSL Nicoletta commenced a new charter with MSC in July 2020, to 3Q2021 (assuming median expiry), at a rate expected to generate approximately $2.2 million of Adjusted EBITDA over the median period.

(7) GSL Vinia and GSL Christel Elisabeth delivered in December 2019, and are contracted on 52 – 60 months charters. Approximately $19 million of Adjusted EBITDA, aggregate across the two ships, is expected to be generated for the median period remaining on the charters, from June 30, 2020.

(8) 12-month extension at charterer’s option callable in 2Q2022, at an increased rate of $20,000 per day.

(9) Charter to July with Feedertech at a rate of $12,500 per day; new charter with Sea-Lead, expected to commence in August 2020, to 4Q2022, at a rate of $7,000 per day.

(10) 12-24 month charter (which commenced in June 2019), at charterer’s option. Rate increases to $10,000 per day from September 1, 2020.

(11) Charter for Newyorker extended to 1Q2021, at a rate of $8,000 per day from January 1, 2021.

Conference Call and Webcast

Global Ship Lease will hold a conference call to discuss the Company's results for the three months ended June 30, 2020 today, Thursday August 6, 2020 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:

 (1) Dial-in: (877) 445-2556 or (908) 982-4670; Passcode: 5976748

Please dial in at least 10 minutes prior to 10:30 a.m. Eastern Time to ensure a prompt start to the call.

 (2) Live Internet webcast and slide presentation: http://www.globalshiplease.com

If you are unable to participate at this time, a replay of the call will be available through Saturday, August 17, 2020 at (855) 859-2056 or (404) 537-3406. Enter the code 5976748 to access the audio replay. The webcast will also be archived on the Company’s website: http://www.globalshiplease.com.

Annual Report on Form 20-F

The Company’s Annual Report for 2019 was filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2020. A copy of the report can be found under the Investor Relations section (Annual Reports) of the Company’s website at http://www.globalshiplease.com or on the Commission’s website at www.sec.gov.  Shareholders may request a hard copy of the audited financial statements free of charge by contacting the Company at info@globalshiplease.com or by writing to Global Ship Lease, Inc, care of Global Ship Lease Services Limited, 25 Wilton Road, London SW1V ILW.

About Global Ship Lease

Reconciliation of Non-U.S. GAAP Financial Measures

Adjusted EBITDA represents net income before interest income and expense, earnings allocated to preferred shares, income taxes, depreciation and amortization of drydocking costs and impairment losses.  Adjusted EBITDA is a non-US GAAP quantitative measure used to assist in the assessment of the Company's ability to generate cash from its operations.  We believe that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is not defined in US GAAP and should not be considered to be an alternative to net income or any other financial metric required by such accounting principles. Our use of Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry.

Adjusted EBITDA is presented herein on a forward-looking basis in certain instances. The Company has not provided a reconciliation of forward looking Adjusted EBITDA to the most directly comparable US GAAP measure because such US GAAP financial measure on a forward-looking basis is not available to the Company without unreasonable effort.

ADJUSTED EBITDA - UNAUDITED

(thousands of U.S. dollars)

Normalized net income represents net income adjusted for impairment charges and the premium paid on redemption of our 2022 Notes. Normalized net income is a non-GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported net loss for items that do not affect operating performance or operating cash generated. Normalized net income is not defined in US GAAP and should not be considered to be an alternate to net income or any other financial metric required by such accounting principles.  Our use of Normalized net income may vary from the use of similarly titled measures by others in our industry.

NORMALIZED NET INCOME

(thousands of U.S. dollars)

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," “should,” "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:

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 U.S Securities and Exchange Commission (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.

Global Ship Lease, Inc.

Interim Unaudited Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars)

 Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Operations

(Expressed in thousands of U.S. dollars except share data)

Global Ship Lease, Inc.

Interim Unaudited Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)