Grandunion, Inc., a company controlled by Michael Zolotas and Nicholas Fistes, announced that it has entered into a letter of intent with Aries Maritime Transport Limited (NASDAQ:RAMS) that contemplates, among other things, the acquisition of three Capesize drybulk carriers with an approximate net asset value of $36m in exchange for 15,977,778 newly issued shares of Aries, and a change of control of the company's Board of Directors.
Upon closing the transaction, Fistes would serve as the Chairman of the Board of Directors, and Zolotas would serve as member of the Board and President of the company. Grandunion would also designate the Chief Financial Officer of the company and four out of seven members of the Board (including Fistes and Zolotas).
The letter of intent is subject to a number of conditions, including the receipt of a commitment letter from a bank for a fully underwritten private issuance of $145m aggregate principal amount of 7% Senior Unsecured Convertible Notes due 2014, the proceeds of which would be used primarily to fund vessel acquisitions and partially repay existing indebtedness; and obtaining certain amendments to the Company's existing senior credit facilities.
The letter of intent obligates the parties to negotiate in good faith, but does not obligate them to complete definitive agreements or to close the transaction. The letter of intent provides for a binding 60-day exclusivity period and a $3,000,000 break-up fee payable to Grandunion in certain events. The exclusivity period will terminate if Grandunion is unable to procure a signed commitment letter to fully underwrite the $145m in principal amount of the Notes and certain amendments to the company's existing credit facility. The letter of intent may also be terminated if no definitive agreement has been entered into by August 31, 2009.