Entry into a Material Definitive Agreement, Other Events,
Financial St
Item 1.01 Entry into a Material Definitive
Agreement.
On June 9, 2011, General Maritime Corporation, a Marshall
Islands company (the "Company"), entered into separate Open Market
Sale Agreements (together, the "Sale Agreements") with each of
Jefferies & Company, Inc. ("Jefferies") and Dahlman Rose &
Company, LLC ("Dahlman" and, together with Jefferies, the "Sales
Agents") pursuant to which the Company may sell shares of its
common stock, par value $0.01 per share (the "Securities"), for
aggregate sales proceeds of up to $50.0 million.
The sales, if any, of the Securities under the Sale Agreements
will be made in "at-the-market" offerings as defined in Rule 415 of
the Securities Act of 1933, as amended, including sales made by
means of ordinary brokers' transactions on the New York Stock
Exchange at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices.
The Company may also sell shares of its common stock to either
Sales Agent, in each case as principal for its own account, at a
price agreed upon at such time. The Sale Agreements provide that
each Sales Agent will be entitled to compensation equal to 2.5% of
the gross sales price of the Securities sold pursuant to the Sale
Agreement to which such Sales Agent is a party, provided that the
compensation will equal 2.0% of the gross sales price of the
Securities sold to certain purchasers specified in the applicable
Sale Agreement. Each Sales Agent will use its commercially
reasonable efforts consistent with normal sales and trading
practices to place all of the Securities requested to be sold by
the Company. The Company has no obligation to sell any of the
Securities under the Sale Agreements and either the Company or
either Sales Agent may at any time suspend or terminate
solicitation and offers under the applicable Sale Agreement to
which such Sales Agent is a party.
The Securities will be issued pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-157215), which was
declared effective by the Securities and Exchange Commission on
April 9, 2009, as supplemented by the Company's prospectus
supplement, dated June 9, 2011, filed in connection with the offer
and sale of the Securities. Prospective investors should read the
prospectus supplement, the prospectus and all documents
incorporated therein. The Sale Agreements are filed as Exhibits 1.1
and 1.2 to this Current Report on Form 8-K and are incorporated
herein by reference.
Newsletter
Subscribe to our email list for regular free market updates
as well as a chance to get coupons!
GMR
Posted by mikeovanes on 14th of Jun 2011 at 07:00 am
Form 8-K for GENERAL MARITIME CORP / MI
9-Jun-2011
Entry into a Material Definitive Agreement, Other Events, Financial St
Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2011, General Maritime Corporation, a Marshall Islands company (the "Company"), entered into separate Open Market Sale Agreements (together, the "Sale Agreements") with each of Jefferies & Company, Inc. ("Jefferies") and Dahlman Rose & Company, LLC ("Dahlman" and, together with Jefferies, the "Sales Agents") pursuant to which the Company may sell shares of its common stock, par value $0.01 per share (the "Securities"), for aggregate sales proceeds of up to $50.0 million.
The sales, if any, of the Securities under the Sale Agreements will be made in "at-the-market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. The Company may also sell shares of its common stock to either Sales Agent, in each case as principal for its own account, at a price agreed upon at such time. The Sale Agreements provide that each Sales Agent will be entitled to compensation equal to 2.5% of the gross sales price of the Securities sold pursuant to the Sale Agreement to which such Sales Agent is a party, provided that the compensation will equal 2.0% of the gross sales price of the Securities sold to certain purchasers specified in the applicable Sale Agreement. Each Sales Agent will use its commercially reasonable efforts consistent with normal sales and trading practices to place all of the Securities requested to be sold by the Company. The Company has no obligation to sell any of the Securities under the Sale Agreements and either the Company or either Sales Agent may at any time suspend or terminate solicitation and offers under the applicable Sale Agreement to which such Sales Agent is a party.
The Securities will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-157215), which was declared effective by the Securities and Exchange Commission on April 9, 2009, as supplemented by the Company's prospectus supplement, dated June 9, 2011, filed in connection with the offer and sale of the Securities. Prospective investors should read the prospectus supplement, the prospectus and all documents incorporated therein. The Sale Agreements are filed as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and are incorporated herein by reference.