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GENERAL INFORMATION
9 Months Ended
Sep. 30, 2014
GENERAL INFORMATION  
GENERAL INFORMATION

1 - GENERAL INFORMATION

 

The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”), its wholly-owned subsidiaries, and its subsidiary, Baltic Trading Limited (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands and as of September 30, 2014, is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; and the ship-owning subsidiaries as set forth below.  As of September 30, 2014, Genco Ship Management LLC is the sole owner of all of the outstanding shares of Genco Management (USA) Limited.

 

Bankruptcy Filing

 

On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries other than Baltic Trading Limited and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors continued to operate their businesses in the ordinary course as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Through the Chapter 11 Cases, the Debtors implemented a Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Prepack Plan”) for which the Company solicited votes from certain classes of its creditors prior to commencement of the Chapter 11 Cases in accordance with the Restructuring Support Agreement that the Debtors entered into with certain of its creditors on April 3, 2014.  The Company subsequently emerged from bankruptcy on July 9, 2014.

 

The filing of the Chapter 11 Cases constituted an event of default with respect to each of the following agreements or instruments:

 

·

the Credit Agreement, dated as of July 20, 2007 (as amended to date), by and among the Company as borrower, the banks and other financial institutions named therein as lenders, Wilmington Trust, N.A., as successor administrative and collateral agent, and the other parties thereto, relating to approximately $1,055,912 of principal plus accrued and unpaid interest, fees, costs, and other expenses (the “2007 Credit Facility”);

 

·

the Loan Agreement, dated as of August 20, 2010 (as amended to date), by and among the Company as borrower, Genco Aquitaine Limited and the other subsidiaries of the Company named therein as guarantors, the banks and financial institutions named therein as lenders, BNP Paribas, Credit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG Filiale Deutschlandgeschaft, Skandinaviska Enskilda Banken AB (publ) as mandated lead arrangers, BNP Paribas, Credit Agricole Corporate and Investment Bank, DVB Bank SE, Deutsche Bank AG, Skandinaviska Enskilda Banken AB (publ) as swap providers, and Deutsche Bank Luxembourg S.A. as agent for the lenders and the assignee, relating to approximately $175,718 of principal and accrued and unpaid interest, fees, costs, and other expenses (the “$253 Million Term Loan Facility”);

 

·

the Loan Agreement, dated as of August 12, 2010 (as amended to date), by and among the Company as borrower, Genco Ocean Limited and the other subsidiaries of the Company named therein as guarantors, the banks and financial institutions named therein as lenders, and Credit Agricole Corporate and Investment Bank as agent and security trustee, relating to approximately $73,561 of principal plus accrued and unpaid interest, fees, costs, and other expenses (the “$100 Million Term Loan Facility”);

 

·

the Indenture and First Supplemental Indenture relating to $125,000 of principal plus accrued and unpaid interest outstanding of the Company’s 5.00% Convertible Senior Notes (the “2010 Notes”) due August 15, 2015 (the “Indenture”); and

 

·

the outstanding interest rate swap with DnB NOR Bank, relating to a liability position of $5,622.

 

As a result of the filing of the Chapter 11 Cases, all indebtedness outstanding under the 2007 Credit Facility and the Indenture was accelerated and became due and payable, and indebtedness under the other agreements and instruments described above were accelerated and become due and payable upon notice to the Company, subject to an automatic stay of any action to collect, assert, or recover a claim against the Company or the other Debtors and the application of the applicable provisions of the Bankruptcy Code.

 

On July 2, 2014, the Bankruptcy Court entered an order (the “Confirmation Order”), confirming the First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”).  Capitalized terms used but not defined below shall have the meanings given to them in the Plan.  On July 9, 2014 (the “Effective Date”), the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms.  References to “Successor Company” refer to the Company after July 9, 2014, after giving effect to the application of fresh-start reporting (see “Financial Statement Presentation” section below).  References to “Predecessor Company” refer to the Company prior to July 9, 2014.

 

Key components of the Plan included:

 

·

The conversion of 100% of the Claims under the 2007 Credit Facility into 81.1% of the Successor Company Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the 2007 Credit Facility was terminated, and the liens and mortgages thereunder were released.  Refer to Note 9 — Debt for further information.

 

·

The conversion of 100% of the Claims under the 2010 Notes into 8.4% of the Successor Company Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the 2010 Notes and the Indenture were fully satisfied and discharged.  Refer to Note 10 — Convertible Senior Notes for further information.

 

·

A fully backstopped Rights Offering for approximately 8.7% of the Successor Company Common Stock, in which holders of 2007 Credit Facility Claims were entitled to subscribe for up to 80% of the Successor Company Common Stock offered, and holders of the 2010 Notes Claims were entitled to subscribe for up to 20% of the Successor Company Common Stock being offered under the Rights Offering for an aggregate subscription price of $100,000.

 

·

The amendment and restatement of the $253 Million Term Loan Facility and the $100 Million Term Loan Facility as of the Effective Date, with extended maturities, a financial covenant holiday and certain other amendments, as discussed further in Note 9 - Debt.

 

·

The cancellation of the common stock of the Predecessor Company as of the Effective Date, with the holders thereof receiving warrants to acquire shares of the Successor Company Common Stock. Each of the Successor Company’s Equity Warrants is exercisable for one share of the Successor Company’s Common Stock, and holders received an aggregate of 3,938,298 of the Successor Company’s Equity Warrants for the common stock of the Predecessor Company. The Successor Company’s Equity Warrants in the aggregate are exercisable for approximately 6% of the Successor Company Common Stock (subject to dilution).

 

·

Reinstatement, non-impairment or payment in full in the ordinary course of business during the pendency of the Chapter 11 Cases of all Allowed General Unsecured Claims, including Allowed Claims of trade vendors, suppliers, customers and charterers, per the approval by the Bankruptcy Court.

 

·

The non-impairment of all other General Unsecured Claims under Section 1124 of the Bankruptcy Code.

 

·

The establishment of the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”), which provides for the distribution of the Successor Company’s MIP Primary Equity in the form of shares representing 1.8% of the Successor Company’s Common Stock and three tiers of the Successor Company’s MIP Warrants (“MIP Warrants”) with staggered strike prices based on increasing equity values to the participating officers, directors, and other management of the Successor Company. These awards were made on August 7, 2014.  Refer to Note 22 — Stock-Based Compensation.

 

Registration Rights Agreement

 

On the Effective Date, the Successor Company and the Registration Rights Parties entered into the Registration Rights Agreement. The Registration Rights Agreement provided the Registration Rights Parties who receive 10% or more of the Successor Company’s Common Stock under the Plan with demand and piggyback registration rights. All other Registration Rights Parties have piggyback registration rights only.

 

Reorganization Value

 

The Plan as confirmed by the Bankruptcy Court estimated the reorganization value of the Debtors to be $1.23 billion. This reorganization value was determined by, among other things, vessel appraisals and other valuation methodologies as well as the Debtors’ equity interests in Baltic Trading and Jinhui Shipping, $100,000 of cash invested through the Rights Offering and approximately $250,000 of debt projected to be on the balance sheet of the Debtors. It also assumed that The Debtors would issue approximately 61.7 million primary shares of New Genco Common Stock valued at $20.00 per share (prior to dilution) in order to satisfy claims pursuant to the Plan.

 

The foregoing estimates of the post-confirmation equity value of the Debtors and the share price of New Genco Common Stock were based on a number of assumptions, including no material adverse changes in the spot rate market, no further ship arrests, the continuing employment of the Debtors’ vessels, the continuing service revenue from Baltic Trading and MEP, the Rights Offering, and other assumptions. Such valuation assumptions are not a prediction or reflection of postconfirmation trading prices of the Debtors’ common stock. Such securities may trade at substantially lower or higher prices because of a number of factors. The trading prices of securities issued under a plan of reorganization are subject to many unforeseen circumstances and therefore cannot be predicted.

 

Successor Company Equity Warrant Agreement

 

On the Effective Date, pursuant to the Plan, the Successor Company’s Equity Warrants totaling 3,938,298 were issued pursuant to the terms of the Successor Company’s Equity Warrant Agreement (the “Equity Warrants”). Each of the Equity Warrants has a 7-year term (commencing on the day following the Effective Date) and are exercisable for one share of the Successor Company’s Common Stock. The Equity Warrants are exercisable on a cashless basis at an exercise price of $20.99 per share. The Successor Company’s Equity Warrant Agreement contains customary anti-dilution adjustments in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction.

 

The Equity Warrants were distributed to holders of the common stock of the Predecessor Company, which was cancelled as of the Effective Date. Shares of common stock of the Predecessor Company issued to directors, officers and employees of Genco under compensatory plans that were unvested as of the Effective Date were deemed vested automatically on the Effective Date, so that all Equity Warrants received in exchange were therefore deemed vested.  Refer to Note 22 — Stock-Based Compensation for further information.

 

Financial Statement Presentation

 

Upon the Company’s emergence from the Chapter 11 Cases on July 9, 2014, the Company adopted fresh-start accounting in accordance with provisions of ASC 852, Reorganizations (“ASC 852”).  Upon adoption of fresh-start accounting, the Company’s assets and liabilities were recorded at their value as of the fresh-start reporting date.  The fair values of the Company’s assets and liabilities in conformance with ASC 805, Business Combinations, as of that date differed materially from the recorded values of its assets and liabilities as reflected in its historical consolidated financial statements.  In addition, the Company’s adoption of fresh-start accounting may materially affect its results of operations following the fresh-start reporting dates, as the Company will have a new basis in its assets and liabilities.  Consequently, the Company’s historical financial statements may not be reliable indicators of its financial condition and results of operations for any period after it adopted fresh-start accounting.  As a result of the adoption of fresh-start reporting, the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations subsequent to July 9, 2014 will not be comparable in many respects to our condensed consolidated balance sheets and condensed consolidated statements of operations prior to July 9, 2014.

 

Under ASC 852, fresh-start accounting is required upon emergence from Chapter 11 if (i) the value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all post-petition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity.  Accordingly, the Company qualified for and adopted fresh-start accounting as of the Effective Date. Adopting fresh-start accounting results in a new reporting entity with no beginning retained earnings or deficit. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the reorganized entity caused a related change of control of the Company under ASC 852.

 

The following fresh-start balance sheet illustrates the financial effects on the Company of the implementation of the Plan and the adoption of fresh-start reporting.  This fresh-start balance sheet reflects the effect of the completion of the transactions included in the Plan, including the issuance of equity and the settlement of old indebtedness.

 

The effects of the Plan and fresh-start reporting on the Company’s condensed consolidated balance sheet are as follows:

 

 

 

Fresh-Start Adjustments

 

 

 

Predecessor
July 9,
2014

 

Debt Discharge
and Equity
Issuance (a)

 

Reinstatement of
Liabilities (b)

 

Revaluation of
Assets and
Liabilities (c)

 

Successor
July 9,
2014

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

48,551

 

$

87,526

 

$

 

$

 

$

136,077

 

Restricted cash

 

9,975

 

 

 

 

9,975

 

Due from charterers, net

 

13,194

 

 

 

 

13,194

 

Prepaid expenses and other current assets

 

30,800

 

 

 

(41

)

30,759

 

Time charters acquired

 

 

 

 

450

 

450

 

Total current assets

 

102,520

 

87,526

 

 

409

 

190,455

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent assets:

 

 

 

 

 

 

 

 

 

 

 

Vessels, net

 

2,604,731

 

 

 

(1,065,882

)

1,538,849

 

Deposits on vessels

 

28,658

 

 

 

2,317

 

30,975

 

Deferred drydock, net

 

16,584

 

 

 

(16,396

)

188

 

Deferred financing costs, net

 

18,953

 

(11,893

)

 

 

7,060

 

Fixed assets, net

 

4,053

 

 

 

(3,443

)

610

 

Other noncurrent assets

 

514

 

 

 

 

514

 

Restricted cash

 

300

 

 

 

 

300

 

Investments

 

51,804

 

 

 

 

51,804

 

Goodwill

 

 

 

 

166,067

 

166,067

 

Total noncurrent assets

 

2,725,597

 

(11,893

)

 

(917,337

)

1,796,367

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,828,117

 

$

75,633

 

$

 

$

(916,928

)

$

1,986,822

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities not subject to compromise:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

60,333

 

$

(1,086

)

$

6,478

 

$

 

$

65,725

 

Current portion of long-term debt

 

4,250

 

 

27,992

 

 

32,242

 

Deferred revenue

 

997

 

 

 

 

997

 

Time charters acquired

 

16

 

 

 

(16

)

 

Total current liabilities not subject to compromise

 

65,596

 

(1,086

)

34,470

 

(16

)

98,964

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent liabilities not subject to compromise:

 

 

 

 

 

 

 

 

 

 

 

Long-term lease obligations

 

2,670

 

 

 

(2,670

)

 

Long-term debt

 

161,500

 

 

214,289

 

 

375,789

 

Total noncurrent liabilities not subject to compromises

 

164,170

 

 

214,289

 

(2,670

)

375,789

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities subject to compromise

 

1,443,446

 

(1,194,687

)

(248,759

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

1,673,212

 

(1,195,773

)

 

(2,686

)

474,753

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

Genco Shipping & Trading Limited shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Predecessor Common stock

 

445

 

(445

)

 

 

 

Predecessor Additional paid-in capital

 

849,130

 

(849,130

)

 

 

 

Successor Common stock

 

 

603

 

 

 

603

 

Successor Additional paid-in capital

 

 

1,232,397

 

 

 

1,232,397

 

Accumulated other comprehensive income

 

30,357

 

4,574

 

 

(34,931

)

 

Retained (deficit) earnings

 

(57,463

)

936,774

 

 

(879,311

)

 

Total Genco Shipping & Trading Limited shareholders’ equity

 

822,469

 

1,324,773

 

 

(914,242

)

1,233,000

 

Noncontrolling interest

 

332,436

 

(53,367

)

 

 

279,069

 

Total equity

 

1,154,905

 

1,271,406

 

 

(914,242

)

1,512,069

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,828,117

 

$

75,633

 

$

 

$

(916,928

)

$

1,986,822

 

 

 

(a)Debt Discharge and Equity Issuance — This column reflects the following adjustments pursuant to the Plan:

 

·

The discharge of the outstanding debt under the 2007 Credit Facility of $1,055,912.

 

·

The discharge of the long-term interest payable due pursuant to the 2007 Credit Facility of $13,199.

 

·

The discharge of the 2010 Notes liability of $117,473 and the bond coupon interest of $1,105.

 

·

Receipt of the $100,000 rights offering pursuant to the Plan.

 

·

The payment of interest expense accrued up until the Effective Date of $1,772, $59 and $156 for the 2007 Credit Facility, the $100 Million Term Loan Facility and the $253 Million Term Loan Facility, respectively.

 

·

The paydown on the Effective Date of $1,923 and $5,075 for the $100 Million Term Loan Facility and $253 Million Term Loan Facility, respectively, which were due on the Effective Date as they were not paid during the pendency of the Chapter 11 Cases.

 

·

The adjustment of net unamortized deferred financing fees of $15,383 for the 2007 Credit Facility, the 2010 Notes as well as the $100 Million and $253 Million Term Loan Facilities prior to the amendments and restatements as per the Plan.

 

·

The payment of deferred financing fees of $3,490 for the Amended and Restated $100 Million and $253 Million Term Loan Facilities.

 

·

Adjustment of equity of $1,271,406 to adjust for the cancellation of the old equity of the Predecessor Company and the issuance of the new equity for the Successor Company.

 

(b)Reinstatement of Liabilities — This column reflects the reinstatement of the remaining Liabilities subject to compromise for the Predecessor Company which were not already adjusted in the Debt Discharge and Equity Issuance column.  It includes the following adjustments:

 

·

The reclassification of the debt outstanding under the Amended and Restated $100 Million Term Loan Facility.  This includes $7,692 of current long-term debt and $63,946 of long-term debt.

 

·

The reclassification of the debt outstanding under the Amended and Restated $253 Million Term Loan Facility.  This includes $20,300 of current long-term debt and $150,343 of long-term debt.

 

·

The reinstatement of $5,622 related to the termination of the interest rate swap agreement with DnB Nor.

 

·

The reinstatement of the $815 lease obligation.

 

·

The reinstatement of $41 of pre-petition accounts payable due to vendors in the United States.

 

(c)Revaluation of Assets and Liabilities — Fresh-start accounting adjustments are made to reflect asset values at their estimated fair value, including:

 

·

Adjustment of $179 to prepaid amounts for the Predecessor Company.

 

·

Adjustment to reflect the fair value of time charters acquired of $434.

 

·

Adjustment of $1,083,404 to reflect the fair value of vessel assets, vessel deposits, drydocking assets and other fixed assets as of the Effective Date.

 

·

Adjustment of $2,670 to reflect the fair value of the Company’s current lease agreement which was previously recorded as long-term lease obligations.  As of the Effective Date, the lease agreement has been valued at below market, therefore we have recorded in Prepaid expenses and other current assets an asset of $138 which will be amortized over the remaining life of the lease agreement.

 

·

An adjustment of $166,067 to reflect the reorganization value of the Successor Company in excess of the fair value of assets, net of liabilities.

 

Other General Information

 

Below is the list of GS&T’s wholly owned ship-owning subsidiaries as of September 30, 2014:

 

Wholly Owned Subsidiaries

 

Vessel Acquired

 

Dwt

 

Delivery Date

 

Year Built

 

 

 

 

 

 

 

 

 

 

 

Genco Reliance Limited

 

Genco Reliance

 

29,952 

 

12/6/04

 

1999

 

Genco Vigour Limited

 

Genco Vigour

 

73,941 

 

12/15/04

 

1999

 

Genco Explorer Limited

 

Genco Explorer

 

29,952 

 

12/17/04

 

1999

 

Genco Carrier Limited

 

Genco Carrier

 

47,180 

 

12/28/04

 

1998

 

Genco Sugar Limited

 

Genco Sugar

 

29,952 

 

12/30/04

 

1998

 

Genco Pioneer Limited

 

Genco Pioneer

 

29,952 

 

1/4/05

 

1999

 

Genco Progress Limited

 

Genco Progress

 

29,952 

 

1/12/05

 

1999

 

Genco Wisdom Limited

 

Genco Wisdom

 

47,180 

 

1/13/05

 

1997

 

Genco Success Limited

 

Genco Success

 

47,186 

 

1/31/05

 

1997

 

Genco Beauty Limited

 

Genco Beauty

 

73,941 

 

2/7/05

 

1999

 

Genco Knight Limited

 

Genco Knight

 

73,941 

 

2/16/05

 

1999

 

Genco Leader Limited

 

Genco Leader

 

73,941 

 

2/16/05

 

1999

 

Genco Marine Limited

 

Genco Marine

 

45,222 

 

3/29/05

 

1996

 

Genco Prosperity Limited

 

Genco Prosperity

 

47,180 

 

4/4/05

 

1997

 

Genco Muse Limited

 

Genco Muse

 

48,913 

 

10/14/05

 

2001

 

Genco Acheron Limited

 

Genco Acheron

 

72,495 

 

11/7/06

 

1999

 

Genco Surprise Limited

 

Genco Surprise

 

72,495 

 

11/17/06

 

1998

 

Genco Augustus Limited

 

Genco Augustus

 

180,151 

 

8/17/07

 

2007

 

Genco Tiberius Limited

 

Genco Tiberius

 

175,874 

 

8/28/07

 

2007

 

Genco London Limited

 

Genco London

 

177,833 

 

9/28/07

 

2007

 

Genco Titus Limited

 

Genco Titus

 

177,729 

 

11/15/07

 

2007

 

Genco Challenger Limited

 

Genco Challenger

 

28,428 

 

12/14/07

 

2003

 

Genco Charger Limited

 

Genco Charger

 

28,398 

 

12/14/07

 

2005

 

Genco Warrior Limited

 

Genco Warrior

 

55,435 

 

12/17/07

 

2005

 

Genco Predator Limited

 

Genco Predator

 

55,407 

 

12/20/07

 

2005

 

Genco Hunter Limited

 

Genco Hunter

 

58,729 

 

12/20/07

 

2007

 

Genco Champion Limited

 

Genco Champion

 

28,445 

 

1/2/08

 

2006

 

Genco Constantine Limited

 

Genco Constantine

 

180,183 

 

2/21/08

 

2008

 

Genco Raptor LLC

 

Genco Raptor

 

76,499 

 

6/23/08

 

2007

 

Genco Cavalier LLC

 

Genco Cavalier

 

53,617 

 

7/17/08

 

2007

 

Genco Thunder LLC

 

Genco Thunder

 

76,588 

 

9/25/08

 

2007

 

Genco Hadrian Limited

 

Genco Hadrian

 

169,694 

 

12/29/08

 

2008

 

Genco Commodus Limited

 

Genco Commodus

 

169,025 

 

7/22/09

 

2009

 

Genco Maximus Limited

 

Genco Maximus

 

169,025 

 

9/18/09

 

2009

 

Genco Claudius Limited

 

Genco Claudius

 

169,025 

 

12/30/09

 

2010

 

Genco Bay Limited

 

Genco Bay

 

34,296 

 

8/24/10

 

2010

 

Genco Ocean Limited

 

Genco Ocean

 

34,409 

 

7/26/10

 

2010

 

Genco Avra Limited

 

Genco Avra

 

34,391 

 

5/12/11

 

2011

 

Genco Mare Limited

 

Genco Mare

 

34,428 

 

7/20/11

 

2011

 

Genco Spirit Limited

 

Genco Spirit

 

34,432 

 

11/10/11

 

2011

 

Genco Aquitaine Limited

 

Genco Aquitaine

 

57,981 

 

8/18/10

 

2009

 

Genco Ardennes Limited

 

Genco Ardennes

 

57,981 

 

8/31/10

 

2009

 

Genco Auvergne Limited

 

Genco Auvergne

 

57,981 

 

8/16/10

 

2009

 

Genco Bourgogne Limited

 

Genco Bourgogne

 

57,981 

 

8/24/10

 

2010

 

Genco Brittany Limited

 

Genco Brittany

 

57,981 

 

9/23/10

 

2010

 

Genco Languedoc Limited

 

Genco Languedoc

 

57,981 

 

9/29/10

 

2010

 

Genco Loire Limited

 

Genco Loire

 

53,416 

 

8/4/10

 

2009

 

Genco Lorraine Limited

 

Genco Lorraine

 

53,416 

 

7/29/10

 

2009

 

Genco Normandy Limited

 

Genco Normandy

 

53,596 

 

8/10/10

 

2007

 

Genco Picardy Limited

 

Genco Picardy

 

55,257 

 

8/16/10

 

2005

 

Genco Provence Limited

 

Genco Provence

 

55,317 

 

8/23/10

 

2004

 

Genco Pyrenees Limited

 

Genco Pyrenees

 

57,981 

 

8/10/10

 

2010

 

Genco Rhone Limited

 

Genco Rhone

 

58,018 

 

3/29/11

 

2011

 

 

Baltic Trading Limited (“Baltic Trading”) was a wholly-owned indirect subsidiary of GS&T until Baltic Trading completed its initial public offering, or IPO, on March 15, 2010.  As of September 30, 2014 and December 31, 2013, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented an 11.04% and 11.05% ownership interest in Baltic Trading, respectively, and 65.06% and 65.08% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock, respectively.  Additionally, pursuant to the subscription agreement between Genco Investments LLC and Baltic Trading, for so long as GS&T directly or indirectly holds at least 10% of the aggregate number of outstanding shares of Baltic Trading’s common stock and Class B stock, Genco Investments LLC will be entitled to receive an additional number of shares of Baltic Trading’s Class B stock equal to 2% of the number of common shares issued in the future, other than shares issued under Baltic Trading’s Equity Incentive Plans.

 

Below is the list of Baltic Trading’s wholly owned ship-owning subsidiaries as of September 30, 2014:

 

Baltic Trading’s Wholly Owned
Subsidiaries

 

Vessel Acquired

 

Dwt

 

Delivery Date

 

Year
Built

 

 

 

 

 

 

 

 

 

 

 

Baltic Leopard Limited

 

Baltic Leopard

 

53,447 

 

4/8/10

 

2009

 

Baltic Panther Limited

 

Baltic Panther

 

53,351 

 

4/29/10

 

2009

 

Baltic Cougar Limited

 

Baltic Cougar

 

53,432 

 

5/28/10

 

2009

 

Baltic Jaguar Limited

 

Baltic Jaguar

 

53,474 

 

5/14/10

 

2009

 

Baltic Bear Limited

 

Baltic Bear

 

177,717 

 

5/14/10

 

2010

 

Baltic Wolf Limited

 

Baltic Wolf

 

177,752 

 

10/14/10

 

2010

 

Baltic Wind Limited

 

Baltic Wind

 

34,409 

 

8/4/10

 

2009

 

Baltic Cove Limited

 

Baltic Cove

 

34,403 

 

8/23/10

 

2010

 

Baltic Breeze Limited

 

Baltic Breeze

 

34,386 

 

10/12/10

 

2010

 

Baltic Fox Limited

 

Baltic Fox

 

31,883 

 

9/6/13

 

2010

 

Baltic Hare Limited

 

Baltic Hare

 

31,887 

 

9/5/13

 

2009

 

Baltic Lion Limited

 

Baltic Lion

 

179,185 

 

12/27/13

 

2012

 

Baltic Tiger Limited

 

Baltic Tiger

 

179,185 

 

11/26/13

 

2011

 

Baltic Hornet Limited

 

Baltic Hornet

 

63,574 

 

10/29/14

 

2014

 

Baltic Wasp Limited

 

Baltic Wasp

 

64,000 

 

Q4 2014 (1)

 

2014 (1)

 

Baltic Scorpion Limited

 

Baltic Scorpion

 

64,000 

 

Q2 2015 (1)

 

2015 (1)

 

Baltic Mantis Limited

 

Baltic Mantis

 

64,000 

 

Q3 2015 (1)

 

2015 (1)

 

 

 

(1)

Built dates and delivery dates for vessels being delivered in the future are estimates based on the guidance received from the sellers and the respective shipyards.

 

The Company provides technical services for drybulk vessels purchased by Maritime Equity Partners LLC (“MEP”).  Peter C. Georgiopoulos, Chairman of the Board of Directors of GS&T, controls and has a minority interest in MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day plus reimbursement of out-of-pocket costs and were provided for an initial term of one year.  MEP has the right to cancel provision of services on 60 days’ notice with payment of a one-year termination fee upon a change in control of the Company.  The Company may terminate provision of the services at any time on 60 days’ notice.