Global Ship Lease completes strategic combination with Poseidon Containers
Global Ship Lease, Inc. , and Poseidon Containers Holdings LLC and K&T Marine LLC (together “Poseidon Containers”), announced today that they had closed the previously announced stock-for-stock merger between the Company and Poseidon Containers and opportunistically refinanced $228.8 million of Poseidon Containers’ secured bank debt, crystalizing a debt reduction of $48.2 million. The combined company will have a fleet of 38 vessels with a total capacity of 198,793 TEU, and, as of September 30, 2018, an average fleet age weighted by TEU of 10.7 years, and with the recently announced new charters, contracted revenue of approximately $720 million.
All conditions precedent were met and the Company closed on its stock-for-stock merger with Poseidon Containers. Under the terms of the merger agreement, the Company issued 24.045 million shares of Class A common stock and 0.250 million shares of Series C perpetual preferred stock, which are convertible in limited circumstances into an aggregate of 103.642 million shares of Class A common stock. Affiliates of Kelso & Company L.P. are the sole holder of the convertible preferred stock, which is not entitled to any preferred dividend payments other than any dividend which might be payable to common shareholders and represents approximately 49.2% of the voting power and approximately 56.4% of the economic interest in the Company. In aggregate, the owners of Poseidon Containers own approximately 69.5% of the economic interest of the Company. The Board of Directors of Global Ship Lease was expanded to eight directors, of whom two were nominated by Poseidon, and three, including two independent directors, were nominated by GSL. The remaining three independent directors have been selected jointly.
The closing of the merger creates a market leader with an asset base of more than $1.3 billion.