kl05014.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): May 7, 2007
GENCO
SHIPPING & TRADING LIMITED
(Exact
Name of Registrant as Specified in Charter)
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Republic
of the Marshall Islands
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000-28506
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98-043-9758
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|
(State
or Other Jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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299
Park Avenue
20th
Floor
(Address
of Principal Executive Offices)
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10171
(Zip
Code)
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Registrant’s
telephone number, including area code: (646) 443-8550
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
May 3,
2007, the Company entered into a short-term line of credit
facility under which DnB NOR Bank ASA, Grand Cayman Branch and Nordea
Bank Norge ASA, Grand Cayman Branch are serving as lenders (the “Short-Term
Line”). The Short-Term Line will be used to fund a portion of
acquisitions we may make of shares of capital stock of Jinhui Shipping and
Transportation Limited ("Jinhui"). Under the terms of the Short-Term
Line, we may borrow up to $155 million for such acquisitions, and we have
borrowed $33 million under the Short-Term Line as of the date hereof.
We
may
purchase shares of Jinhui's capital stock in addition to those we currently
hold
or dispose of any and all shares of Jinhui's capital stock that we hold, whether
through open market transactions, privately negotiated transactions, or
otherwise. We may make any such purchases using the Short-Term Line
or other resources, including other financing arrangements into which we may
enter.
The
term
of the Short-Term Line is for 364 days, and the interest on amounts drawn is
payable at the rate of LIBOR plus a margin of 0.85% per annum for the first
six
month period and LIBOR plus a margin of 1.00% for the remaining
term. The Company is also obligated to pay certain commitment and
administrative fees in connection with the Short-Term Line. The
Company must within 30 days after the date of the Short-Term Line pledge all
of
the Jinhui shares it has purchased in a manner satisfactory to the lenders
as
collateral against the Short-Term Line.
Our
ability to borrow amounts under the Short-Term Line is subject to customary
documentation, including a pledge agreement; satisfactory of certain customary
conditions precedent, including certain conditions incorporated by reference
from our existing credit facility entered into on July 29, 2005; and compliance
with terms and conditions included in the documentation, including certain
covenants incorporated by reference from our existing credit
facility. An event of default under our existing credit facility
would constitute an event of default under the Short-Term Line, upon which
the
principal of and accrued interest on our outstanding borrowings would become
immediately due and payable.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information set forth above under Item 1.01 is incorporated into this Item
2.03
by reference.
Item
7.01. Regulation
FD Disclosure.
Set
forth in Exhibit 99.1 is an update to certain of our pro forma financial
information and estimated quarterly break-even levels originally contained
in
our earnings presentation for the first quarter ended March 31, 2007, a copy
of
which has been posted on our website at
www.gencoshipping.com. The updated information takes into
account our borrowings to date under the Short-Term Line.
"Safe
Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
The
information set forth in Exhibit 99.1 contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward looking statements are based on management’s
current expectations and observations. Included among the factors that, in
our
view, could cause actual results to differ materially from the forward looking
statements contained in the Exhibit are the following: (i) changes in demand
or
rates in the drybulk shipping industry; (ii) changes in the supply of or demand
for drybulk products, generally or in particular regions; (iii) changes in
the
supply of drybulk carriers including newbuilding of vessels or lower than
anticipated scrapping of older vessels; (iv) changes in rules and regulations
applicable to the cargo industry, including, without limitation, legislation
adopted by international organizations or by individual countries and actions
taken by regulatory authorities; (v) increases in costs and expenses including
but not limited to: crew wages, insurance, provisions, repairs, maintenance
and
general and administrative expenses; (vi) the adequacy of our insurance
arrangements; (vii) changes in general
domestic and international political conditions; (viii) changes in the condition
of the Company’s vessels or applicable maintenance or regulatory standards
(which may affect, among other things, our anticipated drydocking or maintenance
and repair costs) and unanticipated drydock expenditures; (ix) the number of
offhire days needed to complete repairs on vessels and the timing and amount
of
any reimbursement by our insurance carriers for insurance claims including
offhire days; (x) the Company’s acquisition or disposition of vessels and other
factors listed from time to time in our public filings with the Securities
and
Exchange Commission including, without limitation, the Company’s Annual Reports
on Form 10-K for the year ended December 31, 2006 and its reports on Form
8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
99.1
Updated
Pro Forma Financial Information and Estimated Quarterly Break-Even
Levels.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Genco Shipping
&
Trading Limited has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENCO
SHIPPING &
TRADING LIMITED
DATE: May
8, 2007
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/s/
John
C.
Wobensmith
John
C.
Wobensmith
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Chief Financial Officer, Secretary and Treasurer
(Principal
Financial and Accounting Officer)
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EXHIBIT
INDEX
Exhibit
No. Description
99.1
Updated
Pro Forma Financial Information and Estimated Quarterly Break-Even
Levels.