Mega tanker concern takes shape

Feb 27 2015

General Maritime Corp (GenMar) and Navig8 Crude Tankers confirmed on Wednesday that they have entered into a definitive agreement to create Gener8 Maritime.

Gener8 Maritime will have a combined fleet of 46 vessels, comprised of 21 VLCC newbuildings and 25 vessels in operation, including seven VLCCs, 11 Suezmaxes, four Aframaxes, two Panamaxes and one Handymax, totalling over 11 mill dwt with an average age of less than 5.5 years upon delivery of the newbuildings.

It is anticipated that following the closing, subject to reaching mutually agreeable commercial terms and upon completion of any existing employment commitments, Gener8 Maritime will put the crude tankers into the commercial pools managed by Navig8 Group.

The new company will be incorporated under the laws of the Marshall Islands and headquartered in New York.

"We are pleased to have reached this agreement with Navig8 Crude, which we believe will combine an established owner and highly-respected commercial operator on an unprecedented scale," said Peter Georgiopoulos, GenMar's Chairman. "Together, Gener8 Maritime will be well-positioned to take advantage of improved market conditions and increasing average voyage lengths with one of the largest, youngest and most efficient fleets in the industry. We are pleased to unite two high-quality investor groups, both of whom strongly support this transaction."

"We believe this highly complementary combination will deliver outstanding value to shareholders," said Nicolas Busch, chairman of Navig8 Crude. "We are excited to join forces with General Maritime and further leverage our market-leading commercial management platform."

Under the terms of the agreement, which was approved by both boards, GenMar and Navig8 Crude will merge in a stock-for-stock transaction, whereby a newly-formed GenMar subsidiary will acquire all of the issued and outstanding common stock of Navig8 Crude.

Navig8 Crude shareholders will receive 0.8947 shares of the combined company for each share of Navig8 Crude common stock.

Following the close of the transaction and subject to certain limitations, GenMar’s existing shareholders will own 52.55% and Navig8 Crude shareholders will own 47.45% of the pro forma issued and outstanding common stock of Gener8 Maritime, including restricted shares anticipated to be outstanding at the closing.

It is anticipated that the existing GenMar management team will remain in place retaining executive management roles, including Peter Georgiopoulos as Chairman and CEO, John Tavlarios who will become COO and Leo Vrondissis who will remain as CFO of the combined company.

Two key members of Navig8 Crude, Gary Brocklesby and Nicolas Busch, are expected to become senior consultants to the board and the management team focusing on strategic and commercial matters. In addition, Busch will join the board. The newly formed board will also include equal representation from both GenMar’s and Navig8 Crude's shareholders.

The transaction is expected to close in the first half of 2015, subject to approval by the shareholders of each company and customary closing conditions.

Kramer Levin Naftalis & Frankel is serving as GenMar's legal advisor and Evercore Group is serving as its financial advisor. Latham & Watkins and Seward & Kissel are serving as Navig8 Crude Tankers legal advisors and Jefferies is serving as its financial advisor.

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