Containership manager and owner Seaspan Corporation is looking to secure up to USD 250 million of investment from Fairfax Financial Holdings Limited.
In late December 2017, the company entered into a letter of intent pursuant to which Fairfax Financial Holdings Limited, through certain subsidiaries, will make the investment in exchange for the issuance of 5.5% interest bearing unsecured debentures and Class A Common Share purchase warrants.
Seaspan informed that it intends to use the proceeds from this USD 250 million investment to fund future growth initiatives, debt repayment and for general corporate purposes.
Fairfax has agreed to subscribe on a private placement basis, and subject to certain conditions, for debentures in a maximum aggregate amount of USD 250 million.
The debentures, which will be unsecured obligations, will mature in seven years and will be guaranteed by certain of Seaspan’s subsidiaries. The company will have the right to redeem the debentures at face value plus all accrued but unpaid interest thereon at any time after the fifth anniversary of issuance.
Seaspan has also agreed to issue 38,461,539 warrants, each exercisable into one class A common share in the capital of Seaspan and exercisable at USD 6.50 per share. Each warrant will be exercisable within seven years.
“The investment by Fairfax will strengthen and simplify our balance sheet, while increasing our financial flexibility to take advantage of compelling opportunities,” David Sokol, Chairman of Seaspan Corporation, said.
Fairfax will have the right to nominate two independent directors to the board of directors of Seaspan for so long as at least 50% of the debentures remain outstanding. Fairfax will have the right to nominate one independent director to the board of directors of Seaspan if less than 50%, but more than 20%, of the debentures remain outstanding.
Furthermore, Seaspan has entered into an exclusivity agreement with Fairfax pursuant to which it has agreed that it will not solicit interest from any other party in relation to any potential capital raising or financial transaction involving debt or equity of Seaspan until January 19, 2018.
Closing of the transaction is subject to the settlement of mutually agreeable definitive documentation, and other customary closing conditions.