UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2019
Global Ship Lease, Inc.
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(Translation of registrant's name into English)
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c/o Global Ship Lease Services Limited
25 Wilton Road
London SW1V 1LW
United Kingdom
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(Address of principal executive office)
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Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if
the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if
the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or
legally organized (
the registrant's
"home country"), or under the rules of the home country exchange on which
the registrant's securities are traded, as long as the report or other document is not a
press release, is not required to be and has not
been distributed to
the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On
December 10, 2019, Global Ship Lease, Inc. (the
“Company”) launched an
“at the market” offering program (the
“Program”), pursuant
to which
the Company may sell up to $75.0 million of its Depositary Shares (the
“Depositary Shares”), each of which represents 1/100
th of one share of
the Company’s 8.75% Series B Cumulative Redeemable Perpetual Preferred Shares, par value
$0.01 per share, with a liquidation preference of $2,500 per share (equivalent to $25.00 per Depositary Share) (the
“Series B Preferred Shares”). In connection with the Program,
the Company has entered into an At Market Issuance Sales Agreement (the
“Sales Agreement”) with B. Riley FBR, Inc., as sales agent (the
“Agent”). The Series B Preferred Shares represented by Depositary Shares will be deposited with Computershare Inc. and Computershare Trust Company, N.A., as applicable, as depositary
(the
“Depositary”), pursuant to the Deposit Agreement, dated
August 20, 2014, among
the Company, the Depositary and holders from time to time of the Depositary Shares issued thereunder.
In accordance with the terms of the Sales Agreement,
the Company may offer and sell its Depositary Shares at any time, and from time
to time, through the Agent. Sales of the Depositary Shares, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange (the
“NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, or at negotiated prices. The Agent is not required to sell any specific number of Depositary Shares, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales
practices on mutually agreed terms between the Agent and
the Company.
The Company intends to use the net proceeds from any sales under the Program for general corporate purposes.
The Depositary Shares are listed on the NYSE under the symbol “GSL-B.”
Attached to this Report as
Exhibit 5.1 is the opinion of Seward & Kissel LLP relating to the legality and validity of the Series B
Preferred Shares and related Depositary Shares.
Attached to this Report as
Exhibit 8.1 is the opinion of Seward & Kissel LLP relating to certain tax matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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GLOBAL SHIP LEASE, INC.
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(registrant)
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By:
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Chief Executive Officer
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