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This
Amendment No. 5 to the
Schedule 13D/A that was filed on December 14, 2018 relates to the common stock, par value $0.01 per share (the “
Common Shares
”), of Scorpio Bulkers Inc., a corporation formed under the laws of the Republic of the
Marshall Islands (the “
Issuer
”), having its
principal executive offices at 9, Boulevard Charles III, MC 98000, Monaco. As of January 25, 2019, the Issuer reported 71,217,258 Common Shares issued and outstanding.
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Item 2.
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Identity and Background.
Item 2 of the Schedule 13D/A that was filed on December 14, 2018 is hereby amended and restated in its entirety as follows:
This Schedule 13D is being filed on behalf of the following:
Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the
Marshall Islands (“
Scorpio Holdings
”);
Scorpio Services Holding Limited, a corporation formed under the laws of the Republic of
the Marshall Islands (“
SSH
”), and a wholly-owned subsidiary of Scorpio Holdings;
Scorpio Assets Holding Limited, a corporation formed under the laws of the Republic of
the Marshall Islands (“
Scorpio Assets Holding
”), and a wholly-owned subsidiary of Scorpio Holdings;
Scorpio Assets SALT Limited, a corporation formed under the laws of the Republic of the
Marshall Islands (“
Scorpio Assets SALT
”), and a wholly-owned subsidiary of Scorpio Assets Holding; and
Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings, (“
Ms. Lolli-Ghetti
”, and together with Scorpio Holdings, SSH, Scorpio Assets Holding and Scorpio Assets SALT, the “
Reporting Persons
”).
Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of approximately 19.6% of the Issuer’s outstanding Common
Shares, SSH may be deemed the beneficial owner of approximately 13.1% of the Issuer’s outstanding Common Shares, and Scorpio Assets Holding and Scorpio Assets SALT may be deemed the beneficial owners of approximately 6.5% of the Issuer’s
outstanding Common Shares.
The principal business of Scorpio Holdings is acting as a holding company for SSH, Scorpio Assets Holding, Scorpio Assets SALT and
certain other companies.
The principal business of SSH is the provision of administrative services relating to the ownership and operation of vessels,
including to the Issuer and unaffiliated third-parties.
The principal business of Scorpio Assets Holding and Scorpio Assets SALT is holding shares and/or other securities, directly or
indirectly, in certain affiliated companies operating in the shipping industry.
The principal business address and principal office address of each of the Reporting Persons is 9, Boulevard Charles III, MC 98000,
Monaco.
The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and
controlling persons of the Reporting Persons, other than Ms. Lolli-Ghetti for whom such information is provided elsewhere herein, (together, the “
Principals
”) is set forth below.
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Name
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Principal Occupation and Employment
(1)
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Citizenship
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Emanuele Lauro
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Director and Chief Executive Officer of Scorpio Holdings, SSH, the Issuer, Scorpio Tankers Inc., Nordic American Offshore Ltd., and
other entities within the Scorpio group of companies.
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Italy
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Robert Bugbee
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Director and President of Scorpio Holdings, SSH, the Issuer, Scorpio Tankers Inc., Nordic American Offshore Ltd., and other entities
within the Scorpio group of companies.
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Britain
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Cameron Mackey
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Director and Chief Operating Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., and other entities within the Scorpio group of
companies, and Chief Operating Officer of the Issuer and Nordic American Offshore Ltd.
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USA
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Filippo Lauro
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Director and Vice President of Scorpio Holdings, SSH, and other entities within the Scorpio group of companies, and Vice President of
the Issuer, Scorpio Tankers Inc.
and Nordic American Offshore Ltd.
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Italy
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Brian Lee
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Chief Financial Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.
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USA
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Rosada Guglielmi
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Director of Scorpio Assets Holding and Scorpio Assets SALT, and other entities within the Scorpio group of companies.
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Italy
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CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this “
Agreement
”) is made and entered into as of 21 February 2019, by Scorpio Services Holding Limited (the “
Shareholder
”)
and Scorpio Assets SALT Limited (“
SASL
”).
WHEREAS, the Shareholder is a holder of certain shares (“
Shareholding
”) in Scorpio Bulkers Inc.;
WHEREAS, the ultimate beneficial owners of the Shareholder and SASL are the same and the
Shareholder desires as part of a tax free “F” reorganization to contribute 4,659,171 issued and outstanding shares of the Shareholding as a contribution to the capital of SASL (the “
Contributed Assets
”); and
WHEREAS, SASL desires to accept such contribution.
NOW, THEREFORE, in consideration of the aforesaid transfer and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Shareholder and SASL do hereby covenant and agree each with the other as follows:
1.
Contribution
. Subject to the terms and conditions of this Agreement, the Shareholder hereby assigns, transfers, conveys and
contributes to SASL, and SASL hereby accepts, as a contribution to its capital, effective immediately, all of the Shareholder’s rights, obligations, title and interest in, to and under the Contributed Assets, free and clear of any liens, charges
or encumbrances.
2.
Amendment and Waiver
. This Agreement may be amended or any provision of this Agreement may be waived;
provided
that any amendment of this Agreement shall require the prior written consent of the Shareholder and SASL and any waiver shall be
binding only if such waiver is set forth in writing executed by the party against whom enforcement is sought.
3.
Successors and Assigns
. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of
Shareholder and SASL and their respective successors and assigns.
4.
Governing Law and Forum
. This Agreement and the rights hereunder of the Shareholder and SASL will be governed by,
interpreted, and enforced in accordance with the laws of the State of New York without giving regard to principles of conflicts of law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled
by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
5.
Further Assurances
. The Shareholder and SASL shall cooperate with the other, and execute and deliver, or use its best
efforts to cause to be executed and delivered, all such other instruments, including instruments of conveyance, assignment and transfer, and take all such other actions as such party hereto may reasonably be requested to take by the other party
hereto from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the transactions contemplated hereby.
6.
Entire Agreement
. This Agreement embodies the entire agreement and understanding of the Shareholder and SASL in respect of
the subject matter contained herein. This Agreement supersedes all prior agreements and understandings (oral or written) between the Shareholder and SAHL with respect to such subject matter.
7.
Tax Treatment
. The Shareholder and SASL intend that the contribution of the Contributed Assets to SASL shall be exempt from
U.S federal income tax.
8.
Counterparts
. This Agreement may be executed in multiple counterparts (including by means of telecopied or electronically
transmitted signature pages), all of which together shall constitute one and the same Agreement.
- Signature Page Follows -
IN WITNESS WHEREOF, the Shareholder and SASL have executed this Agreement as
of the date first written above.
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SHAREHOLDER:
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SCORPIO SERVICES HOLDINGS LIMITED
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By:
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/s/Eleni Elpis Nassopoulou
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Name: Elpis Nassopoulou
Title: General Counsel
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SASL:
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SCORPIO ASSETS SALT LIMITED
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By:
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/s/Rosada Guglielmi
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Name:Rosada Guglielmi
Title: Secretary
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