New York - March 14, 2018
Gener8 Maritime, Inc. (NYSE: GNRT) ("Gener8 Maritime" or the "Company"), a leading U.S.-based provider of international seaborne crude oil transportation services, today announced its financial results for the three months ended March 31, 2017.
Gener8 Maritime, Inc. (NYSE: GNRT) ("Gener8 Maritime" or the "Company"), a leading U.S.-based provider of international seaborne crude oil transportation services, today announced its financial results for the three months and twelve months ended December 31, 2017.
• Recorded net loss of $45.4 million, or $0.55 basic and diluted loss per share, for the three months ended December 31, 2017, compared to a net income of $5.8 million, or $0.07 basic and diluted income per share for the same period in the prior year.
• Recorded adjusted net loss of $18.6 million, or $0.22 basic and diluted adjusted loss per share, for the three months ended December 31, 2017, compared to adjusted net income of $20.1 million or $0.24 basic and diluted adjusted income per share for the same period in the prior year.
• Increased full fleet "ECO" operating days to 65.1% in the three months ended December 31, 2017, compared to 43.4% in the same period in the prior year.
• Sold a 2003-built Aframax (Gener8 Pericles), a 2000-built Suezmax (Gener8 Argus), a 2002-built VLCC (Gener8 Poseidon), and a 2010-built VLCC (Gener8 Zeus) for net cash proceeds of $33.2 million after debt repayment of $63.8 million and release of working capital from the Navig8 pools.
• Entered into an Agreement and Plan or Merger with Euronav NV and Euronav MI Inc., a wholly-owned subsidiary of Euronav NV.
On December 20, 2017, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Euronav NV and Euronav MI Inc., a wholly-owned subsidiary of Euronav NV ("Merger Sub"). Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into the Company, with the Company continuing its corporate existence as the surviving corporation and as a wholly-owned subsidiary of Euronav NV (which transactions we refer to as the "Merger").
At the effective time of the Merger, each common share, par value $0.01 per share, of Gener8 (the "Gener8 common shares"), issued and outstanding immediately prior to such time (other than certain Gener8 common shares that will be canceled as set forth in the Merger Agreement), will be canceled and automatically converted into the right to receive 0.7272 of an ordinary share, no par value per share, of Euronav in the manner described in the Merger Agreement.
The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the approval of the Merger Agreement by holders of a majority of the outstanding Gener8 common shares. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Merger. Each party's obligation to complete the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party's covenants under the Merger Agreement.
In connection with the entry into the Merger Agreement, Euronav and certain significant holders (the "Covered Shareholders") of Gener8 common shares have entered into a Shareholder Support and Voting Agreement (the "Voting Agreement"). The Voting Agreement requires the Covered Shareholders, representing approximately 42% of the issued and outstanding shares of Gener8 to (i) appear (in person or by proxy) at any meeting of the shareholders convened for the purpose of approving the Merger and the Merger Agreement (the "Special Meeting") and (ii) so long as neither the transaction advisory committee of the Gener8 board of directors (the "Gener8 Transaction Committee") nor the Gener8 board of directors has made an Adverse Recommendation Change (as defined in the Merger Agreement), vote the Covered Shares in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any action that would reasonably be expected to impede the Merger or result in a breach of the Merger Agreement or the Voting Agreement. If either the Gener8 Transaction Committee or the Gener8 board of directors does make an Adverse Recommendation Change, then the Covered Shareholders are each required to vote 50% of their respective Covered Shares in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and may vote their remaining Covered Shares in any manner they determine.
In addition, at the request (and expense) of Euronav, certain Gener8 shareholders (the "Proxy Shareholders") have agreed to grant an irrevocable proxy (the "Proxies") to a representative of an affiliate of such Proxy Shareholders whereby, subject to the terms and conditions in the Proxies, such representative has the authority to direct the vote of Gener8 common shares owned by the Proxy Shareholders, representing in the aggregate approximately 6% of the issued and outstanding shares of Gener8, at the Special Meeting. In addition, the Proxy Shareholders have agreed, among other things, not to transfer or dispose any of their Gener8 common shares during the term of the Proxies unless the transferee agrees to be bound thereby.
For more information about the Merger, see the Company's Current Report on Form 8-K, filed on December 22, 2017.
About Gener8 Maritime
As of March 14, 2018, Gener8 Maritime has a fleet of 30 wholly-owned vessels comprised of 21 VLCCs, 6 Suezmaxes, one Aframax, and two Panamax tankers. Gener8 Maritime's fleet has a total carrying capacity of approximately 7.5 million deadweight tons ("DWT") and an average age of approximately 3.2 years on a DWT basis. Gener8 Maritime is incorporated under the laws of the Marshall Islands and headquartered in New York.
Gener8 Maritime - Press Release