Global Ship Lease : At Market Issuance Sales Agreement - Form 6-K
January 04, 2023 at 09:38 pm
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On December 29, 2022, Global Ship Lease, Inc. (the "Company") re-launched an "at the market" offering program (the "Program"), pursuant to which the Company may sell up to $150,000,000 of its Depositary Shares (the "Depositary Shares"), each of which represents 1/100th of one share of the Company's 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $2,500 per share (equivalent to $25.00 per Depositary Share) (the "Series B Preferred Shares"). In connection with the Program, the Company has entered into a new At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc., as sales agent (the "Agent"). The Sales Agreement terminated and replaced, in its entirety, the At Market Issuance Sales Agreement between the Agent and the Company, dated as of December 10, 2019. The Series B Preferred Shares represented by Depositary Shares will be deposited with Computershare Inc. and Computershare Trust Company, N.A., as applicable, as depositary (the "Depositary"), pursuant to the Deposit Agreement, dated August 20, 2014, among the Company, the Depositary and holders from time to time of the Depositary Shares issued thereunder.
In accordance with the terms of the Sales Agreement, the Company may offer and sell its Depositary Shares at any time, and from time to time, through the Agent. Sales of the Depositary Shares, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange (the "NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. The Agent is not required to sell any specific number of Depositary Shares, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between the Agent and the Company. The Company intends to use the net proceeds from any sales under the Program for general corporate purposes.
The Depositary Shares are listed on the NYSE under the symbol "GSL-B."
Attached to this Report on Form 6-K (this "Report") as Exhibit 1.1 is a copy of the Sales Agreement, dated December 29, 2022, by and between the Company and the Agent.
Attached to this Report as Exhibit 5.1 is the opinion of Watson Farley & Williams LLP relating to the legality and validity of the Series B Preferred Shares and related Depositary Shares.
Attached to this Report as Exhibit 8.1 is the opinion of Watson Farley & Williams LLP relating to certain tax matters.
The information contained in this Report is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-231509, 333-258800 and 333-267468) and Form S-8 (File Nos. 333-258992 and 333-264113).
Global Ship Lease Inc. published this content on 04 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 January 2023 21:37:02 UTC.
Global Ship Lease, Inc. is a United Kingdom-based containership owner, leasing ships to container shipping companies under industry-standard, fixed-rate time charters. The Company focuses on mid-size Post-Panamax and smaller containerships. As a containership owner, its business is both procyclical with chartered tonnage and counter-cyclical with sale and lease-back structures. The Company owns 68 containerships, ranging from 2,207 to 11,040 TEU, with a combined capacity of 375,406 TEU. 36 ships are wide beam Post-Panamax. The mix of ship sizes within its fleet provides flexibility to deploy its vessels on a range of trading routes. Its portfolio of vessels includes CMA CGM Thalassa, ZIM Norfolk, Anthea Y, ZIM Xiamen, MSC Tianjin, MSC Qingdao, GSL Ningbo, GSL Alexandra, GSL Effie, GSL Lydia, GSL Sofia, GSL Kalliopi, GSL Grania, GSL Eleni, Mary, Kristina, Katherine, Alexandra, Alexis, Olivia I, CMA CGM Berlioz, Agios Dimitrios, and GSL Christel Elisabeth, among others.