As previously disclosed, on April 20, 2017, the Company entered into an Investor Rights Agreement (the “IRA”) between the Company and BW Group. The IRA imposed a standstill on BW Group and each of its controlled
affiliates (together, the “Investor Parties”) in effect until the Investor Parties no longer held at least 25% of the total voting power of the Company’s capital stock (the period ending on such date, the “Standstill Period”). The IRA also allowed BW
Group to designate two director nominees to the Company’s board of directors while the Investor Parties continued to hold at least 75% of the aggregate number of shares they received as consideration under the Vessel Acquisition Agreement, dated as of
March 23, 2017 (the “VAA”), and one director nominee to the Company’s board of directors while the Investor Parties continue to hold at least 40%, but less than 75%, of the aggregate number of shares they received as consideration under the VAA.
Upon completion of the offering, BW Group holds 34,159,674 shares, or approximately 23.3% of the total voting power of the Company’s capital stock, and approximately 72% of the aggregate number of shares issued to the
Investor Parties as consideration under the VAA. As a result, the Standstill Period terminated upon completion of the offering, and thus certain rights and obligations of and restrictions upon the Investor Parties under the IRA also terminated with
immediate effect, including the standstill restrictions on the Investor Parties, their limited matching rights, their obligation to support the Company’s nominees to its board of directors and the customary minority investor protections in favor of the
Investor Parties.
Additionally, following the completion of the offering, BW Group lost the right to designate a second director nominee to the Company’s board of directors. Accordingly, Mr. Onarheim tendered his resignation upon the
completion of the offering as discussed above.
The registration rights and transfer limitations under the IRA continue to apply to the Investor Parties’ remaining shares of the Company’s common stock in accordance with the terms of the IRA. The prohibition on
interested transactions between the Company and the Investor Parties also remains in effect. However, the Company is no longer subject to the limitations on entry into certain shareholder rights plans or other antitakeover arrangements under the IRA,
other than such plans or arrangements that would restrict BW Group from consummating or would otherwise be triggered by certain non-coercive offers (as such term is defined under the IRA) by the Investor Parties.
The above discussion of the IRA does not purport to be complete and is qualified in its entirety by the IRA, which is attached as Exhibit 10.1 to our Current Report on Form 6‑K filed with the Securities and Exchange
Commission on April 20, 2017, which is hereby incorporated by reference herein.
Incorporation by Reference
This Current Report on Form 6-K and Exhibits 1.1, 5.1, 8.1, 99.1, 99.2 and 99.3 to this Current Report on Form 6-K shall be incorporated by reference into the Company’s registration
statements on Form F-3 (file Nos. 333-199697 and 333-219069), initially filed with the Securities and Exchange Commission on October 30, 2014 and June 30, 2017, respectively, as amended, in each case to the extent not superseded by information
subsequently filed or furnished (to the extent the Company expressly states that it incorporates such furnished information by reference) by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
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.
