Genco and Baltic Trading Sign Merger Agreement
Dry bulk specialists Genco Shipping & Trading Limited and its subsidiary Baltic Trading Limited have entered into a definitive merger agreement under which Genco will acquire Baltic Trading in a stock-for-stock transaction.
The new company will own a combined fleet of 70 dry bulk vessels with an average age of 8.8 years and an aggregate carrying capacity of approximately 5,159,000 dwt.
Under the terms of the agreement, Baltic Trading will become an indirect wholly-owned subsidiary of Genco, and Baltic Trading shareholders will receive 0.216 shares of Genco common stock for each share of Baltic Trading common stock they own at closing, with fractional shares to be settled in cash.
Genco shareholders are expected to own approximately 84.5 percent of the combined company and Baltic Trading shareholders are expected to own approximately 15.5 percent of the combined company. Genco expects to have its stock listed on the NYSE after the transaction.
“By combining Genco and Baltic Trading we are creating an industry leader that is well positioned for future growth and expansion, and we are excited about our future prospects. Through this combination, we expect to benefit from having a larger platform and solid financial position for value creation,” John C. Wobensmith, President of Genco and President and Chief Financial Officer of Baltic Trading, said.
”The transaction will simplify our ownership structure, enhance the combined company’s scale and operations and reduce overhead. We appreciate the continued support of our commercial banks and look forward to continuing to provide our charterers around the world with best-in-class shipping services.”
Following the customary closing conditions and approvals, the transaction is expected to close in the third quarter of 2015.
In addition, Genco’s wholly-owned subsidiaries have entered into a loan agreement providing for a new USD 60 million revolving credit facility with ABN AMRO Capital USA LLC and certain other lenders, with an uncommitted accordion feature that, if exercised, will upsize the facility up to USD 150 million in total.
Genco has also entered into an agreement to acquire all of the shares of two single-purpose entities that are wholly owned by Baltic Trading, each of which owns one Capesize dry bulk vessel, for an aggregate purchase price of USD 68.5 million. Through the transactions, Genco is acquiring the vessels known as the Baltic Lion and the Baltic Tiger, which will continue operating under their current time charters.
