As previously announced, on May 15, 2019, Seaspan Holdco III Ltd.
(“Borrower”), a wholly owned subsidiary of Seaspan Corporation (the “Company” or “Guarantor”), entered into a Credit Agreement (the “Credit Agreement”) with the Company as Guarantor, the several lenders from
time to time party thereto, Citibank, N.A., as Administrative Agent and Lead Bookrunner, Citigroup Global Markets Inc., as Sole Structuring Agent, Citibank, N.A., Bank of Montreal and Wells Fargo Bank, N.A., as Mandated Lead Arrangers and
Bookrunners, BNP Paribas, National Australia Bank Limited and Société Générale, Hong Kong Branch, as Lead Arrangers and Bank Sinopac, as Co-documentation Agent. Capitalized terms
used, but not otherwise defined in this Report on Form 6-K, shall have the meanings ascribed to such terms in the Credit Agreement.
The Credit Agreement provides for a secured credit facility (the “Facility”) of up to US$1 billion comprised of (i) a
revolving loan and revolving letter of credit facility in an aggregate principal amount of US$200 million (“Revolving Loan Commitments”) and (ii) a term loan facility in an aggregate principal amount of US$800 million
(“Term Loan Commitments”). In addition, the Borrower may request an increase in the Term Loan Commitments or Revolving Loan Commitments (each such increase, an “Incremental Commitment”) by an aggregate amount of up to
US$1 billion for all such requests, subject to certain conditions set forth in the Credit Agreement.
On September 18, 2019,
following a request from the Borrower for Incremental Commitments made in accordance with the terms of the Credit Agreement, the Revolving Loan Commitments were increased by US$100 million to an aggregate principal amount of
US$300 million, and the Term Loan Commitments were increased by US$400 million to an aggregate principal amount of US$1.2 billion, for a total secured facility of US$1.5 billion.
The proceeds of the Facility are intended to be used (i) to finance the acquisition of Collateral Vessels as well as refinance existing
indebtedness in relation to Collateral Vessels and (ii) for general corporate purposes of Borrower and Guarantor, including, but not limited to, repaying certain existing credit facilities. With the proceeds of the Incremental Commitments, the
portfolio of Collateral Vessels is expected to be increased from 36 to 41 vessels, subject to the Borrower’s right to substitute a Collateral Vessel with one or more vessels such that the Collateral Vessels securing the Facility may change from
time to time.
The Credit Agreement is filed as Exhibit 4.1 to our Report on Form 6-K filed on
May 16, 2019.
This Report on Form 6-K is hereby incorporated by reference into the following
Registration Statements of the Company:
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the Registration Statement filed with the Securities and Exchange Commission, (the “SEC”), on
May 30, 2008 on Form F-3D (Registration No. 333-151329);
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the Registration Statement filed with the SEC on March 31, 2011 on Form
S-8 (Registration No. 333-173207);
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the Registration Statement filed with the SEC on June 20, 2013 on Form
S-8 (Registration No. 333-189493);
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the Registration Statement filed with the SEC on April 24, 2012 on Form
F-3 (Registration No. 333-180895), as amended on March 22, 2013;
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the Registration Statement filed with the SEC on April 29, 2014 on Form
F-3 (Registration No. 333-195571), as amended on March 3, 2017 and April 19, 2017;
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the Registration Statement filed with the SEC on November 28, 2014 on Form
F-3 (Registration No. 333-200639), as amended on March 3, 2017 and April 19, 2017;
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the Registration Statement filed with the SEC on November 28, 2014 on Form
S-8 (Registration No. 333-200640);
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the Registration Statement filed with the SEC on March 12, 2015 on Form
F-3D (Registration No. 333-202698);
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the Registration Statement filed with the SEC on May 23, 2016 on Form
F-3 (Registration No. 333-211545), as amended on March 3, 2017, March 7, 2017 and April 19, 2017;
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the Registration Statement filed with the SEC on June 24, 2016 on Form
S-8 (Registration No. 333-212230);
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