Global Ship Lease, Inc. (GSL) announced that it plans to issue an aggregate principal amount of up to $400,000,000 of first priority secured notes due 2021 in a private placement.
The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by Global Ship Lease Services Limited and each of the company's 17 vessel-owning subsidiaries and in the future by certain of the company's existing and future restricted subsidiaries, as may be required by the terms of the indenture that will govern the notes.
On the issue date, the notes will be secured by first priority ship mortgages on 17 vessels owned by certain subsidiary guarantors and certain other associated property and contract rights, as well as share pledges over the subsidiary guarantors that own the mortgaged vessels. In the future, vessels, shipping containers and container shipping-related assets and certain other associated property and contract rights may be pledged in addition to or in substitution for initial collateral.
The company intends to use the net proceeds from the offering, together with cash on hand, to repay all outstanding borrowings under, and terminate, the company's existing credit facility, to terminate the company's existing interest rate swap agreements and to pay related expenses.
The notes have not been registered under the Securities Act of 1933, as amended. The notes may not be offered or sold within the United States or to U.S. persons, except to "qualified institutional buyers" in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. This announcement does not constitute an offer to sell or the solicitation of an offer to buy notes in any jurisdiction in which such an offer or sale would be unlawful.
Application will be made to list the notes on the official list of the Irish stock exchange and for the notes to be admitted to trading on the global exchange market thereof.