6-K
Seanergy Maritime Holdings Corp. (SHIP)
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 March 2021
Commission File Number: 001-34848
SEANERGY MARITIME HOLDINGS CORP.
(Translation of registrant's name into English)
154 Vouliagmenis Avenue
166 74 Glyfada Athens, Greece
(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-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 FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Seanergy Maritime Holdings Corp. (the “Company”) dated March 4, 2021, titled “Seanergy Maritime Holdings Corp. Announces Full Prepayment of a Senior Credit Facility and Reduction of Junior Facilities Resulting in Significant Cashflow Benefit.”
Entrust Loan Facility Prepayment
On March 4, 2021, the Company announced the full prepayment of a loan facility originally entered into on June 11, 2018 (the “Entrust Loan Facility”) for the purpose of refinancing the outstanding indebtedness of one of the Company’s Capesize vessels, the Lordship under a previous loan with certain Northern Shipping Fund III LP entities. The borrower under the facility is the applicable vessel-owning subsidiary and the facility is guaranteed by the Company.
The original loan amount of the Entrust Loan Facility was $24.5 million and the lenders were certain lending funds managed by EnTrust Global. The Entrust Loan Facility was originally maturing on June 13, 2023 and could be extended until June 13, 2025 subject to certain conditions. The weighted average all-in interest rate was 11.4% and 11.2% assuming a maturity date in June 2023 or in June 2025, respectively.
The Entrust Loan Facility Loan Facility was secured by a first priority mortgage and a general assignment covering earnings, insurances and requisition compensation over the Lordship, an account pledge agreement, a share pledge agreement concerning the respective vessel-owning subsidiary, technical and commercial managers’ undertakings and a charterparty assignment over the Lordship.
Following the amendment and restatement of the Entrust Loan Facility on July 15, 2020, the facility was cross-collateralized with a loan facility provided by funds managed by the same lender with corporate guarantees from Sea Glorius Shipping Co. and Sea Genius Shipping Co., being the vessel-owning subsidiaries of the Gloriuship and the Geniuship respectively, second preferred mortgages and second priority general assignments covering the earnings, insurances and requisition compensation over the Gloriuship and the Geniuship, second priority account pledge agreements covering the earnings accounts of these vessels, second priority share pledge agreements concerning Sea Glorius Shipping Co. and Sea Genius Shipping Co.’s shares, and second priority technical and commercial managers' undertakings.
Pursuant to the prepayment of the facility, all security for the facility will be irrevocably discharged.
Compensation
For the year ended December 31, 2020, the Company paid its executive officers and directors aggregate compensation of $0.83 million. The Company’s executive officers are employed by it pursuant to employment and consulting contracts.
Each member of the Company’s board of directors received a fee of $60,000 in 2020. The aggregate director fees paid by the Company for the years ended December 31, 2020, 2019 and 2018 totaled $300,000, $300,000 and $300,000, respectively.
On January 18, 2021, the Company’s Compensation Committee granted an aggregate of 3,600,000 restricted shares of common stock pursuant to the Company’s Amended and Restated 2011 Equity Incentive Plan. Of the total 3,600,000 shares issued, 1,400,000 shares were granted to the non-executive members of the board of directors, 950,000 were granted to the executive officers, 1,100,000 shares were granted to certain of the Company’s non-executive employees and 150,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. All the shares will vest in equal tranches on each of the grant date, October 1, 2021 and October 1, 2022.
Employees
As of December 31, 2020, the Company had two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis. In addition, as of December 31, 2020, we employed Ms. Theodora Mitropetrou, our general counsel, and a support staff of 35 employees.
This Report on Form 6-K and the exhibit hereto are hereby incorporated by reference into the Company's Registration Statements on Form F-3 (File Nos. 333-238136, 333-237500, 333-221058, 333-226796, 333-166697, 333-169813 and 333-214967).
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.
| SEANERGY MARITIME HOLDINGS CORP. |
|---|
| (Registrant) |
| Dated: March 5, 2021 |
| /s/ Stamatios Tsantanis |
| By: Stamatios Tsantanis |
| Chief Executive Officer |
Exhibit 99.1
Seanergy Maritime Holdings Corp. Announces Full Prepayment of a Senior Credit
Facility and Reduction of Junior Facilities Resulting in Significant Cashflow Benefit
March 4, 2021 - Glyfada, Greece - Seanergy Maritime Holdings Corp. (the “Company”) (NASDAQ: SHIP) announced today that it has come to an agreement with one of its lenders, Entrust Global, for the early prepayment of a credit facility secured by a first priority mortgage on one of its Capesize vessels, the M/V Lordship (the “Facility”).
The outstanding balance of the Facility is $21.6 million and is scheduled to be repaid with immediate effect. The initial earliest maturity date is in June 2023. The average applicable coupon through the remaining term of the Facility is approximately 10%.
Following the prepayment and assuming no refinancing of the M/V Lordship, the interest savings for the Company would be expected to be $1.3 million for the remaining of 2021 and $1.8 million on average per year for 2022-23. Additionally, annual repayments would be reduced by approximately $2.5 million on average, which would positively impact the average break-even rate of the Company’s fleet.
In addition, a significant portion of the Company’s junior / unsecured facilities has also been prepaid since the beginning of 2021 pursuant to the mandatory prepayment terms of those facilities, resulting in further reduction in the interest expense. Specifically, a $12.0 million prepayment has been applied against the junior / unsecured loans with an applicable interest rate of 5.5%, resulting in expected annual interest savings of approximately $660,000.
The prepayment amounts were funded with cash on hand.
Stamatis Tsantanis, the Company's Chairman & Chief Executive Officer, stated:
“We are pleased to announce these transactions for the Company, where the immediate reduction of our financial expenditure will have a direct positive reflection on the Company’s profitability. At the same time, the average break-even of the fleet will be significantly reduced, enhancing our cash-flow generating capacity. Assuming no immediate refinancing, the expected cash-flow benefit for Seanergy will be approximately $4.9 million per year.
During the first quarter of 2021, the Capesize daily spot rates have increased to approximately double their historical 5-year averages. Based on the prevailing Capesize market fundamentals, we strongly believe that the next years will be one of the most favorable periods for Capesize vessels. Seanergy will continue to pursue strategic opportunities that will improve our shareholders’ returns in the years to come.”
About Seanergy Maritime Holdings Corp.
Seanergy Maritime Holdings Corp. is the only pure-play Capesize ship-owner publicly listed in the US. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. Upon delivery of the new vessel, the Company's operating fleet will consist of 12 Capesize vessels with an average age of 12.2 years and aggregate cargo carrying capacity of approximately 2,103,042 dwt. The Company is incorporated in the Marshall Islands and has executive offices in Glyfada, Greece. The Company's common shares trade on the Nasdaq Capital Market under the symbol "SHIP", its Class A warrants under "SHIPW" and its Class B warrants under “SHIPZ”.
Please visit our company website at: www.seanergymaritime.com
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as "may", "should", "expects", "intends", "plans", "believes", "anticipates", "hopes", "estimates" and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's operating or financial results; the Company's ability to continue as a going concern; the Company’s liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations outside the United States; risks associated with the length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its effects on demand for dry bulk products and the transportation thereof; and other factors listed from time to time in the Company's filings with the SEC, including the Registration Statement and its most recent annual report on Form 20-F. The Company's filings can be obtained free of charge on the SEC's website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
For further information please contact:
Capital Link, Inc.
Daniela Guerrero
230 Park Avenue Suite 1536
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com