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GENERAL INFORMATION | 12 Months Ended
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Dec. 31, 2014
GENERAL INFORMATION |
GENERAL INFORMATION | 1 - GENERAL INFORMATION The accompanying 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 December 31, 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 December 31, 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 Bank ASA, 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 the 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 10 — 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 11 — 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 10 - 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 24 — 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 post-confirmation 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 24 — 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 reporting in accordance with provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations” (“ASC 852”). Upon adoption of fresh-start reporting, 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 reporting 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 reporting. As a result of the adoption of fresh-start reporting, the Company’s consolidated balance sheets and consolidated statements of operations subsequent to July 9, 2014 will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to July 9, 2014. Under ASC 852, fresh-start reporting 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 reporting as of the Effective Date. Adopting fresh-start reporting 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 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 Bank ASA.
| · |  | 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 reporting 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 At December 31, 2014, 2013 and 2012, GS&T’s fleet consisted of 53 vessels. Below is the list of GS&T’s wholly owned ship-owning subsidiaries as of December 31, 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 |  | 5/12/2011 |  | 2011
Genco Mare Limited |  | Genco Mare |  | 34,428 |  | 7/20/2011 |  | 2011
Genco Spirit Limited |  | Genco Spirit |  | 34,432 |  | 11/10/2011 |  | 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 |  | 3/29/2011 |  | 2011
On May 28, 2013, Baltic Trading Limited (“Baltic Trading”) closed an equity offering of 6,419,217 shares of Baltic Trading common stock at an offering price of $3.60 per share. Baltic Trading received net proceeds of $21,564 after deducting underwriters’ fees and expenses. On September 25, 2013, Baltic Trading closed an equity offering of 13,800,000 shares of Baltic Trading common stock at an offering price of $4.60 per share. Baltic Trading received net proceeds of $59,474 after deducting underwriters’ fees and expenses. On November 18, 2013, Baltic Trading closed an equity offering of 12,650,000 shares of Baltic Trading common stock at an offering price of $4.60 per share. Baltic Trading received net proceeds of $55,125 after deducting underwriters’ fees and expenses. 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 December 31, 2014 and 2013, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented an 10.85% and 11.05% ownership interest in Baltic Trading, respectively, and 64.60% 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. As such, when Baltic Trading closed the equity offerings of 6,419,217 shares on May 28, 2013, 13,800,000 shares on September 25, 2013 and 12,650,000 shares on November 18, 2013 as noted above, GS&T was issued 128,383, 276,000 and 253,000 shares, respectively, of Baltic Trading’s Class B Stock which represents 2% of the number of common shares issued. Below is the list of Baltic Trading’s wholly owned ship-owning subsidiaries as of December 31, 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 |  | 63,389 |  | 1/2/15 |  | 2015
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 guidance received from the sellers and the respective shipyards. The Company provides technical services for drybulk vessels purchased by Maritime Equity Partners (“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 was 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. On February 28, 2012, the Company closed on an equity offering of 7,500,000 shares of common stock at an offering price of $7.10 per share. The Company received net proceeds of $49,874 after deducting underwriters’ fees and expenses.

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