Dryships Inc. Announces Agreement To Conduct A Private Placement And Subsequent Rights Offering
Athens, Greece - August 11, 2017
DryShips Inc. (NASDAQ:DRYS) (“Dry Ships” or the “Company”), a diversified owner of ocean going cargo vessels, today announced that the audit committee of the Company’s board of directors (the “Audit Committee”) has approved a binding term sheet (the “Term Sheet”) pursuant to which the Company will sell the Company’s common shares to entities affiliated with its Chairman and Chief Executive Officer, Mr. George Economou (“Mr. Economou”), for aggregate consideration of $100 million at a price of $2.75 per share (the “Private Placement”).
Pursuant to the Term Sheet, the Audit Committee has also approved a subsequent rights offering (the “Rights Offering”) that would allow the Company’s shareholders to purchase their prorata portion of up to $100 million of the Company’s comm on shares at a price of $2.75 per share. The Rights Offering will be backstopped in full by Sierra Investments Inc. (“Sierra”), an entity affiliated with Mr. Economou.
Mr. Economou will not exercise his subscription rights in the Right Offering outside of the backstop commitment. The Company will have the right to cancel the Rights Offering or amend the terms thereof.
The Term Sheet obligates the parties to use their best efforts to negotiate definitive documentation and execute the transactions as soon as practicable.
The consideration for the Company’s common shares in the Private Placement will be: (i) the acquisition of 100% of the issued and outstanding equity interests of Shipping Pool Investors Inc., which directly holds a 49% interest in Heidmar Holdings LLC, a global tanker operator, from SPII Holdings Inc., an entity affiliated with Mr. Economou; (ii) the termination of the participation rights set forth in the Deed of Participation dated May 23, 2017 by and between the Company and Mountain Investment Inc., an entity affiliated with Mr. Economou; (iii) forfeiture by Sifnos Shareholders Inc., an entity affiliated with Mr. Economou, of all outstanding Series D preferred shares (which carry 100,000 votes per share) of the Company that it currently holds; and (iv) the repayment of $27 million under the Company’s unsecured credit facility, as amended (the “Sierra Credit Facility”) with Sierra. The Company will not receive any cash proceeds from the Private Placement.
The cash proceeds from the Rights Offering are expected to be used for general corporate purposes and/or vessel acquisitions and/or to repay amounts outstanding under the Sierra Credit Facility. The consideration for the Company’s common shares issued to Sierra in the Rights Offering as part of the backstop will be the repayment of amounts outstanding under the Sierra Credit Facility.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of any securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
The securities offered in the Private Placement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements under the Securities Act and applicable state securities laws. The Rights Offering will only be made by means of a prospectus supplement under the Company’s shelf registration statement on Form F-3 meeting the requirements of the Securities Act. The securities may not be sold nor may an offer to buy securities be accepted prior to the prospectus supplement being filed.
About DryShips Inc.
The Company is a diversified owner of ocean going cargo vessels that operate worldwide. The Company owns a fleet of (i) 13 Panamax drybulk vessels; (ii) 4 Newcastlemax drybulk vessels; (iii) 5 Kamsarmax drybulk vessels; (iv) 1 Very Large Crude Carrier; (v) 2 Aframax tankers; (vi) 1 Suezmax tanker; (vii) 4 Very Large Gas Carriers, 3 of which are expected to be delivered in September October and December of 2017; and (viii) 6 offshore support vessels, comprising 2 platform supply and 4 oil spill recovery vessels.
DryShips’ common stock is listed on the NASDAQ Capital Market where it trades under the symbol “DRYS.” Visit the Company’s website at www.dryships.com
DryShips Inc. press release