UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2023 (November 29, 2023)
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
| Republic of the Marshall Islands | 001-33393
| 98-0439758
|
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. employer identification no.) |
299 Park Avenue
12th Floor
New York, NY (Address of principal executive offices) | | 10171
(Zip code) |
Registrant’s telephone number, including area code: (646) 443-8550
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common stock, par value $0.01 per share
| GNK
| New York Stock Exchange (NYSE)
|
| Item 1.01 | Entry into a Material Definitive Agreement |
On November 29, 2023, Genco Shipping & Trading Limited and certain of its vessel-owning and other subsidiaries acting as guarantors or security providers entered into a Fourth Amendment to Credit Agreement with Nordea Bank Abp, New York Branch as Administrative Agent, Collateral Agent, and Security Trustee and Nordea Bank Abp, New York Branch, Skandinaviska Enskilda Banken AB (PUBL), DNB Capital LLC, First-Citizens Bank & Trust Company, ING Bank N.V., London Branch, CTBC Bank Co. Ltd., and Crédit Agricole Corporate & Investment Bank as lenders to amend, extend, and upsize its $450 Million Credit Facility as previously announced. The amended structure consists of a $500 million revolving credit facility (the “$500 Million Revolver”), which can be utilized to support growth of the Company’s asset base as well as general corporate purposes. Key terms of the $500 Million Revolver are as follows:
| ● | Maximum loan capacity has been increased to $500 million from $344 million previously under our $450 Million Credit Facility, an increase of $156 million or 46%. |
| ● | The entire facility consists of a revolving credit facility. |
| ● | Borrowings bear interest of 1.85% to 2.15% plus the Secured Overnight Financing Rate (SOFR), based on our ratio of total net indebtedness to EBITDA. |
| ● | The interest rate of our borrowings may be further increased or decreased by a margin of 0.05% based on our performance regarding emissions targets. |
| ● | The maturity date has been extended from August 2026 to November 2028. |
| ● | The facility has a repayment profile of 20 years with total quarterly commitment reductions of approximately $15 million per quarter. |
| ● | Key covenants remain substantially the same as those in our previous $450 Million Credit Facility. |
| ● | We may declare and pay dividends and other distributions so long as, at the time of declaration, (1) no event of default has occurred and is continuing or would occur as a result of the declaration and (2) we are in pro forma compliance with our financial covenants after giving effect to the dividend. |
| ● | The collateral package currently includes 45 of the 46 vessels currently in our fleet and may also include the Genco Reliance or future vessels we may own. |
| ● | Commitment fees are 40% of the applicable interest rate margin for unutilized commitments. |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 in its entirety.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENCO SHIPPING & TRADING LIMITED |
|
|
| DATE: December 4, 2023 |
|
|
| /s/ Peter Allen | |
| Peter Allen |
| Chief Financial Officer |
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