Report of Foreign Issuer (6-k)
November 06 2017 - 09:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13A-16
OR
15D-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 6, 2017
Commission File Number
1-32591
SEASPAN CORPORATION
(Exact name of Registrant as specified in its charter)
Unit 2, 2nd
Floor, Bupa Centre,
141 Connaught Road West,
Hong Kong
China
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form
20-F
or Form
40-F.
Form
20-F
X
Form
40-F
Indicate by check mark if the registrant is submitting the
Form 6-K
in paper as permitted by
Regulation S-T
Rule 101(b)(1).
Yes
No
X
Indicate by check mark if the registrant is submitting the
Form 6-K
in paper as permitted by
Regulation S-T
Rule 101(b)(7).
Yes
No
X
THIS REPORT ON FORM
6-K
IS HEREBY INCORPORATED BY REFERENCE INTO THE
FOLLOWING REGISTRATION STATEMENT OF THE COMPANY:
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO.
333-211545)
ORIGINALLY FILED WITH THE SEC ON MAY
23, 2016, AS AMENDED BY
POST-EFFECTIVE AMENDMENTS NOS. 1, 2 AND 3 THERETO
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At-the-Market
Offering Program and Equity Distribution
Agreement.
On November 6, 2017, Seaspan Corporation (the
Company
) entered into an Equity Distribution
Agreement (the
Agreement
) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC (the
Agents
).
Pursuant to the terms of the Agreement, the Company may sell from time to time through the Agents, as the Companys sales agent, shares of the Companys Class A common stock having an aggregate offering price of up to $100,000,000
(the
Shares
). Sales of the Shares, if any, will be made in at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including transactions made directly on or through the New York
Stock Exchange or other market for our Shares in the United States, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to
such prevailing market prices, or any other methods permitted by law. The Agreement provides that the Agents, when acting as the Companys agent, will be entitled to compensation of up to 2.0% of the gross sales price of the Shares sold through
the Agents from time to time.
The Company intends to use the net proceeds from the sales of the Shares, after deducting the Agents
commissions and offering expenses, for general corporate purposes, which may include funding acquisitions, funding capital expenditures on existing newbuild vessels and debt repayments.
The Shares will be issued pursuant to the Companys Registration Statement on Form
F-3
filed
May 23, 2016 (Registration
No. 333-211545),
as amended by Post-Effective Amendments Nos. 1, 2 and 3 thereto. The Company will file a prospectus supplement, dated November 6, 2017, with the
Securities and Exchange Commission in connection with the offer and sale of the Shares.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Shares are filed
herewith as Exhibits 5.1, 8.1, 8.2 and 8.3.
EXHIBIT INDEX
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Exhibit
Number
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Description
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1.1
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Equity Distribution Agreement, dated November 6, 2017, between Seaspan Corporation, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Jefferies LLC
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5.1
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Opinion of Reeder & Simpson, P.C., Marshall Islands counsel to Seaspan Corporation
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8.1
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Opinion of Perkins Coie LLP, United States counsel to Seaspan Corporation
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8.2
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Opinion of Reeder & Simpson, P.C., Marshall Islands counsel to Seaspan Corporation
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8.3
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Opinion of Blake, Cassels & Graydon LLP, Canadian counsel to Seaspan Corporation
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23.1
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Consent of Reeder & Simpson, P.C. (contained in Exhibit 5.1 and Exhibit 8.2 hereto)
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23.2
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Consent of Perkins Coie LLP (contained in Exhibit 8.1 hereto)
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23.3
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Consent of Blake, Cassels & Graydon LLP (contained in Exhibit 8.3 hereto)
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Date: November 6, 2017
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SEASPAN CORPORATION
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By:
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/s/ David Spivak
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David Spivak
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Chief Financial Officer
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3
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