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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/07/18 Euronav NV F-4/A 5/04/18 5:33M Toppan Vite NY Inc./FA |
Document/Exhibit Description Pages Size 1: F-4/A Amendment No. 3 to Form F-4 HTML 1.98M 2: EX-23.3 Consent of Experts or Counsel HTML 6K 3: EX-23.4 Consent of Experts or Counsel HTML 6K 4: EX-23.5 Consent of Experts or Counsel HTML 5K 5: EX-99.1 Miscellaneous Exhibit HTML 6K
tv491821-f4a - block - 16.098579s |
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The Kingdom of Belgium
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4412
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N/A
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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Euronav N V De Gerlachekaai 20 2000 Antwerpen Belgium Tel: 011-32-3-247-4411 |
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(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices) |
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(Name, address and telephone number of
agent for service) |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
|
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Amount
to be Registered |
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Proposed Maximum
Offering Price Per Share |
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Proposed
Maximum Aggregate Offering Price |
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Amount of
Registration Fee |
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Common shares, no par value
|
| | | | 60,815,764(1) | | | | | | N/A | | | | | $ | 475,854,921.91(2) | | | | | $ | 59,243.94(3)(4) | | |
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|
Euronav NV
De Gerlachekaai 20 2000 Antwerpen Belgium Tel: +32 3-247-4411 |
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Page
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| | | | 43 | | | |
| | | | 88 | | | |
| | | | 104 | | | |
| | | | 106 | | | |
| | | | 107 | | | |
| | | | 108 | | | |
| | | | 121 | | | |
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| | | | 140 | | | |
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| | | | 161 | | | |
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| | | | 163 | | | |
| | | | 164 | | | |
| | | | 165 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | |
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Years Ended December 31
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(U.S. Dollars in thousands, except per share data)
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Consolidated Statement of Profit or Loss Data
|
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2017
|
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2016
|
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2015
|
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2014
|
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2013
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Revenue
|
| | | | 513,368 | | | | | | 684,265 | | | | | | 846,507 | | | | | | 473,985 | | | | | | 304,622 | | |
Gains on disposal of vessels/other tangible assets
|
| | | | 36,538 | | | | | | 50,397 | | | | | | 13,302 | | | | | | 13,122 | | | | | | 8 | | |
Other operating income
|
| | | | 4,902 | | | | | | 6,996 | | | | | | 7,426 | | | | | | 11,411 | | | | | | 11,520 | | |
Voyage expenses and commissions
|
| | | | (62,035) | | | | | | (59,560) | | | | | | (71,237) | | | | | | (118,303) | | | | | | (79,584) | | |
Vessel operating expenses
|
| | | | (150,427) | | | | | | (160,199) | | | | | | (153,718) | | | | | | (124,089) | | | | | | (105,911) | | |
Charter hire expenses
|
| | | | (31,173) | | | | | | (17,713) | | | | | | (25,849) | | | | | | (35,664) | | | | | | (21,031) | | |
Losses on disposal of vessels/other tangible assets
|
| | | | (21,027) | | | | | | (2) | | | | | | (8,002) | | | | | | — | | | | | | (215) | | |
Impairment on non-current assets held for sale
|
| | | | — | | | | | | — | | | | | | — | | | | | | (7,416) | | | | | | — | | |
Loss on disposal of investments in equity accounted investees
|
| | | | — | | | | | | (24,150) | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation tangible assets
|
| | | | (229,777) | | | | | | (227,664) | | | | | | (210,156) | | | | | | (160,934) | | | | | | (136,882) | | |
Depreciation intangible assets
|
| | | | (95) | | | | | | (99) | | | | | | (50) | | | | | | (20) | | | | | | (76) | | |
General and administrative expenses
|
| | | | (46,868) | | | | | | (44,051) | | | | | | (46,251) | | | | | | (40,565) | | | | | | (27,165) | | |
Result from operating activities
|
| | | | 13,406 | | | | | | 208,220 | | | | | | 351,972 | | | | | | 11,527 | | | | | | (54,714) | | |
Finance income
|
| | | | 7,266 | | | | | | 6,855 | | | | | | 3,312 | | | | | | 2,617 | | | | | | 1,993 | | |
Finance expenses
|
| | | | (50,729) | | | | | | (51,695) | | | | | | (50,942) | | | | | | (95,970) | | | | | | (54,637) | | |
Net finance expense
|
| | | | (43,463) | | | | | | (44,840) | | | | | | (47,630) | | | | | | (93,353) | | | | | | (52,644) | | |
Share of profit (loss) of equity accounted investees (net of income tax)
|
| | | | 30,082 | | | | | | 40,495 | | | | | | 51,592 | | | | | | 30,286 | | | | | | 17,853 | | |
Profit (loss) before income tax
|
| | | | 25 | | | | | | 203,875 | | | | | | 355,934 | | | | | | (51,540) | | | | | | (89,505) | | |
Income tax benefit/(expense)
|
| | | | 1,358 | | | | | | 174 | | | | | | (5,633) | | | | | | 5,743 | | | | | | (178) | | |
Profit (loss) for the period
|
| | | | 1,383 | | | | | | 204,049 | | | | | | 350,301 | | | | | | (45,797) | | | | | | (89,683) | | |
Attributable to: | | | | | | | |||||||||||||||||||||||||
Owners of the Company
|
| | | | 1,383 | | | | | | 204,049 | | | | | | 350,301 | | | | | | (45,797) | | | | | | (89,683) | | |
Basic earnings per share
|
| | | | 0.01 | | | | | | 1.29 | | | | | | 2.25 | | | | | | (0.39) | | | | | | (1.79) | | |
Diluted earnings per share
|
| | | | 0.01 | | | | | | 1.29 | | | | | | 2.22 | | | | | | (0.39) | | | | | | (1.79) | | |
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December 31
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Consolidated Statement of Financial Position (at Period End)
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2017
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2016
|
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2015
|
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2014
|
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2013
|
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(U.S. Dollars in thousands)
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Cash and cash equivalents
|
| | | | 143,648 | | | | | | 206,689 | | | | | | 131,663 | | | | | | 254,086 | | | | | | 74,309 | | |
Vessels
|
| | | | 2,271,500 | | | | | | 2,383,163 | | | | | | 2,288,036 | | | | | | 258,334 | | | | | | 1,434,800 | | |
Assets under construction
|
| | | | 63,668 | | | | | | 86,136 | | | | | | 93,890 | | | | | | — | | | | | | — | | |
Current and non-current bank loans
|
| | | | 701,091 | | | | | | 1,085,562 | | | | | | 1,052,448 | | | | | | 1,234,329 | | | | | | 847,763 | | |
Equity attributable to Owners of the Company
|
| | | | 1,846,361 | | | | | | 1,887,956 | | | | | | 1,905,749 | | | | | | 1,472,708 | | | | | | 800,990 | | |
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Years Ended December 31
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Cash flow data
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2017
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2016
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2015
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2014
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2013
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(U.S. Dollars in thousands)
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Net cash inflow/(outflow) | | | | | | | |||||||||||||||||||||||||
Operating activities
|
| | | | 211,295 | | | | | | 438,202 | | | | | | 450,532 | | | | | | 14,782 | | | | | | (8,917) | | |
Investing activities
|
| | | | (40,242) | | | | | | (100,615) | | | | | | (205,873) | | | | | | (1,023,007) | | | | | | 28,114 | | |
Financing activities
|
| | | | (234,976) | | | | | | (261,160) | | | | | | (365,315) | | | | | | 1,189,021 | | | | | | (57,384) | | |
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Years Ended December 31,
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2016
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2015
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2014
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2013
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(U.S. Dollars and shares in thousands, except per share data)
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Statement of Profit or Loss Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Voyage revenues
|
| | | $ | 307,819 | | | | | $ | 404,622 | | | | | $ | 429,933 | | | | | $ | 392,409 | | | | | $ | 356,669 | | |
Voyage expenses
|
| | | | 9,446 | | | | | | 12,490 | | | | | | 95,306 | | | | | | 239,906 | | | | | | 259,982 | | |
Direct vessel operating expenses.
|
| | | | 107,395 | | | | | | 107,308 | | | | | | 85,521 | | | | | | 84,209 | | | | | | 90,297 | | |
Navig8 charterhire expenses
|
| | | | 6 | | | | | | 3,059 | | | | | | 11,324 | | | | | | — | | | | | | — | | |
General and administrative expenses
|
| | | | 33,831 | | | | | | 27,844 | | | | | | 36,379 | | | | | | 22,418 | | | | | | 21,814 | | |
Depreciation and amortization
|
| | | | 103,951 | | | | | | 87,191 | | | | | | 47,572 | | | | | | 46,118 | | | | | | 45,903 | | |
Goodwill impairment
|
| | | | — | | | | | | 23,297 | | | | | | — | | | | | | 2,099 | | | | | | — | | |
Loss on impairment of vessels held for sale
|
| | | | — | | | | | | — | | | | | | 520 | | | | | | — | | | | | | 2,048 | | |
Goodwill write-off for sales of vessels
|
| | | | — | | | | | | 2,994 | | | | | | — | | | | | | 1,249 | | | | | | 1,068 | | |
Loss on disposal of vessels, net
|
| | | | 139,836 | | | | | | 24,169 | | | | | | 805 | | | | | | 8,729 | | | | | | 2,452 | | |
Closing of Portugal office
|
| | | | — | | | | | | — | | | | | | 507 | | | | | | 5,123 | | | | | | — | | |
Total operating expenses
|
| | | | 394,465 | | | | | | 288,352 | | | | | | 277,934 | | | | | | 409,851 | | | | | | 423,564 | | |
OPERATING INCOME/(LOSS)
|
| | | | (86,646) | | | | | | 116,270 | | | | | | 151,999 | | | | | | (17,442) | | | | | | (66,895) | | |
Interest expense, net
|
| | | | (82,764) | | | | | | (49,627) | | | | | | (15,982) | | | | | | (29,849) | | | | | | (34,643) | | |
Other financing costs
|
| | | | (59) | | | | | | (7) | | | | | | (6,044) | | | | | | — | | | | | | — | | |
Other income (expense), net
|
| | | | 928 | | | | | | 670 | | | | | | (404) | | | | | | 207 | | | | | | 465 | | |
Total other expenses
|
| | | | (81,895) | | | | | | (48,964) | | | | | | (22,430) | | | | | | (29,642) | | | | | | (34,178) | | |
NET INCOME/(LOSS)
|
| | | $ | (168,541) | | | | | $ | 67,306 | | | | | $ | 129,569 | | | | | $ | (47,084) | | | | | $ | (101,073) | | |
INCOME/(LOSS) PER COMMON SHARE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | (2.03) | | | | | $ | 0.81 | | | | | $ | 2.06 | | | | | $ | (1.54) | | | | | $ | (8.64) | | |
Diluted
|
| | | | (2.03) | | | | | $ | 0.81 | | | | | $ | 2.05 | | | | | $ | (1.54) | | | | | $ | (8.64) | | |
Weighted-average shares outstanding – basic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares
|
| | | | 83,003 | | | | | | 82,705 | | | | | | 62,779 | | | | | | — | | | | | | — | | |
Class A
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11,270 | | | | | | 11,238 | | |
Class B
|
| | | | — | | | | | | — | | | | | | — | | | | | | 19,223 | | | | | | 589 | | |
Weighted-average shares outstanding – diluted | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares
|
| | | | 83,003 | | | | | | 82,705 | | | | | | 63,113 | | | | | | — | | | | | | — | | |
Class A
|
| | | | — | | | | | | — | | | | | | — | | | | | | 30,493 | | | | | | 11,827 | | |
Class B
|
| | | | — | | | | | | — | | | | | | — | | | | | | 19,223 | | | | | | 589 | | |
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(Restated)
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| | | | | | | | | | | | | | | | | | | | | | | | | |||
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(U.S. Dollars in thousands)
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Statement of Financial Position Data, at end of year/period:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 200,501 | | | | | $ | 94,681 | | | | | $ | 157,535 | | | | | $ | 147,303 | | | | | $ | 97,707 | | |
Total current assets
|
| | | | 253,466 | | | | | | 215,285 | | | | | | 258,128 | | | | | | 230,662 | | | | | | 200,688 | | |
Vessels, net of accumulated
depreciation |
| | | | 2,311,093 | | | | | | 2,523,710 | | | | | | 1,086,877 | | | | | | 814,528 | | | | | | 873,435 | | |
Vessels under construction
|
| | | | — | | | | | | 177,133 | | | | | | 911,017 | | | | | | 257,581 | | | | | | — | | |
Total assets
|
| | | | 2,618,217 | | | | | | 2,992,669 | | | | | | 2,389,746 | | | | | | 1,359,120 | | | | | | 1,120,747 | | |
Current liabilities (including current portion of long-term debt less unamortized discount and debt financing cost)
|
| | | | 1,152,157 | | | | | | 216,566 | | | | | | 268,615 | | | | | | 52,770 | | | | | | 79,508 | | |
Total long-term debt less unamortized discount and debt financing costs
|
| | | | 190,559 | | | | | | 1,337,782 | | | | | | 772,723 | | | | | | 789,030 | | | | | | 675,445 | | |
Total liabilities
|
| | | | 1,343,891 | | | | | | 1,555,258 | | | | | | 1,041,985 | | | | | | 841,971 | | | | | | 755,057 | | |
Shareholders’ equity
|
| | | | 1,274,326 | | | | | | 1,437,411 | | | | | | 1,347,761 | | | | | | 517,149 | | | | | | 365,690 | | |
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Years Ended December 31,
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| | | | |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| ||||||||||||||||
| | |
(U.S. Dollars in thousands)
|
| |||||||||||||||||||||||||||
Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Net cash provided by (used in) operating activities
|
| | | $ | 154,536 | | | | | $ | 258,932 | | | | | $ | 155,889 | | | | | $ | (11,797) | | | | | $ | (40,472) | | |
Net cash provided by (used in) investing activities
|
| | | | 193,088 | | | | | | (902,959) | | | | | | (398,858) | | | | | | (238,019) | | | | | | 4,302 | | |
Net cash provided by (used in) financing activities
|
| | | | (241,804) | | | | | | 581,173 | | | | | | 252,863 | | | | | | 299,417 | | | | | | 104,901 | | |
| | |
For the year ended
December 31, 2017 |
| |||
| | |
(U.S. Dollars in thousands except
for share and per share amounts) |
| |||
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss | | | |||||
Revenue
|
| | | | 759,369 | | |
Result from operating activities
|
| | | | (111,019) | | |
Profit (loss) for the period
|
| | | | (166,324) | | |
Per Share Data: | | | |||||
Basic weighted average shares outstanding
|
| | | | 218,982,298 | | |
Diluted weighted average shares outstanding
|
| | | | 219,112,821 | | |
Basic earnings per share
|
| | | | (0.76) | | |
Diluted earnings per share
|
| | | | (0.76) | | |
| | |
As of
December 31, 2017 |
| |||
| | |
(U.S. Dollars in thousands)
|
| |||
Unaudited Pro Forma Condensed Combined Statement of Financial Position | | | |||||
Cash and cash equivalents
|
| | | | 455,348 | | |
Vessels and drydock
|
| | | | 3,559,600 | | |
Assets under construction
|
| | | | 63,668 | | |
Total assets
|
| | | | 4,468,915 | | |
Current and non-current debt(1)
|
| | | | 1,967,484 | | |
Shareholders’ equity
|
| | | | 2,392,520 | | |
| | | | ||||
Euronav Historical Data Per Ordinary Share | | | |||||
Basic and diluted net income/(loss) per share from continuing operations
|
| | | $ | 0.01 | | |
Cash dividends declared per share
|
| | | $ | 0.06 | | |
Book value per share
|
| | | $ | 11.67 | | |
| | | | ||||
Gener8 Historical Data Per Common Share | | | |||||
Basic and diluted net income/(loss) per share from continuing operations
|
| | | $ | (2.03) | | |
Cash dividends declared per share
|
| | | $ | — | | |
Book value per share
|
| | | $ | 15.36 | | |
| | | | ||||
Combined Unaudited Pro Forma Data Per Share | | | |||||
Basic and diluted net income/(loss) per share from continuing operations
|
| | | $ | (0.76) | | |
Cash dividends declared per share
|
| | | $ | 0.04 | | |
Book value per share
|
| | | $ | 10.93 | | |
| | |
Euronav
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Gener8
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NYSE
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Euronext
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NYSE
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High
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Low
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High
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Low
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High
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Low
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(in U.S. Dollars)
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(in Euros)*
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(in U.S. Dollars)
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For the Year Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | $ | 9.25 | | | | | $ | 6.90 | | | | | € | 8.01 | | | | | € | 6.05 | | | | | $ | 6.62 | | | | | $ | 4.19 | | | |
| | | | 13.44 | | | | | | 6.70 | | | | | | 12.44 | | | | | | 6.40 | | | | | | 9.08 | | | | | | 3.56 | | | |
| | | | 16.32 | | | | | | 10.95 | | | | | | 15.10 | | | | | | 9.60 | | | | | | 14.37 | | | | | | 8.70 | | | |
| | | | ** | | | | | | ** | | | | | | 10.50 | | | | | | 7.35 | | | | | | *** | | | | | | | | | |
| | | | ** | | | | | | ** | | | | | | 8.65 | | | | | | 3.05 | | | | | | *** | | | | | | | | | |
For the Quarter Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 9.55 | | | | | | 7.65 | | | | | | 7.96 | | | | | | 6.33 | | | | | | 6.82 | | | | | | 5.27 | | | |
| | | | 9.25 | | | | | | 8.00 | | | | | | 7.73 | | | | | | 6.84 | | | | | | 6.62 | | | | | | 4.19 | | | |
| | | | 8.10 | | | | | | 6.90 | | | | | | 6.98 | | | | | | 6.05 | | | | | | 5.90 | | | | | | 4.22 | | | |
| | | | 8.25 | | | | | | 7.20 | | | | | | 7.65 | | | | | | 6.49 | | | | | | 6.12 | | | | | | 4.82 | | | |
| | | | 8.55 | | | | | | 7.65 | | | | | | 8.01 | | | | | | 7.18 | | | | | | 5.72 | | | | | | 4.29 | | | |
| | | | 8.26 | | | | | | 6.70 | | | | | | 7.72 | | | | | | 6.40 | | | | | | 5.56 | | | | | | 3.56 | | | |
| | | | 9.44 | | | | | | 7.43 | | | | | | 8.46 | | | | | | 6.81 | | | | | | 6.30 | | | | | | 4.87 | | | |
| | | | 11.37 | | | | | | 8.79 | | | | | | 10.07 | | | | | | 7.95 | | | | | | 8.13 | | | | | | 5.84 | | | |
Most Recent Six Months | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May 2018 (through and including May 2, 2018)
|
| | | | 8.25 | | | | | | 8.15 | | | | | | 6.88 | | | | | | 6.88 | | | | | | 5.84 | | | | | | 5.75 | | |
April 2018
|
| | | | 9.05 | | | | | | 8.05 | | | | | | 7.32 | | | | | | 6.67 | | | | | | 6.32 | | | | | | 5.48 | | |
March 2018
|
| | | | 8.75 | | | | | | 8.10 | | | | | | 7.05 | | | | | | 6.51 | | | | | | 6.05 | | | | | | 5.65 | | |
February 2018
|
| | | | 8.45 | | | | | | 7.65 | | | | | | 6.86 | | | | | | 6.33 | | | | | | 5.93 | | | | | | 5.27 | | |
January 2018
|
| | | | 9.55 | | | | | | 8.40 | | | | | | 7.96 | | | | | | 6.86 | | | | | | 6.82 | | | | | | 5.87 | | |
December 2017
|
| | | | 9.25 | | | | | | 8.10 | | | | | | 7.73 | | | | | | 6.84 | | | | | | 6.62 | | | | | | 4.19 | | |
November 2017
|
| | | | 8.90 | | | | | | 8.20 | | | | | | 7.51 | | | | | | 7.07 | | | | | | 4.84 | | | | | | 4.50 | | |
| | | | | | |
Euronav
Dividends per Share |
| |||
| | | | | | |
(in U.S. Dollars)
|
| |||
| | | | | | | | 0.06 | | | |
| | | | | | | | 0.77 | | | |
| | | | | | | | 1.69 | | | |
| | | | | | | | — | | | |
| | | | | | | | — | | |
Owned Vessels
|
| |
Type
|
| |
DWT
|
| |
Built
|
| |
Shipyard(1)
|
| ||||||
TI Europe
|
| | | | V-Plus | | | | | | 441,561 | | | |
2002
|
| | Daewoo | |
Sandra
|
| | | | VLCC | | | | | | 323,527 | | | |
2011
|
| | STX | |
Sara
|
| | | | VLCC | | | | | | 323,183 | | | |
2011
|
| | STX | |
Alsace
|
| | | | VLCC | | | | | | 320,350 | | | |
2012
|
| | Samsung | |
TI Hellas
|
| | | | VLCC | | | | | | 319,254 | | | |
2005
|
| | Hyundai | |
Ilma
|
| | | | VLCC | | | | | | 314,000 | | | |
2012
|
| | Hyundai | |
Simone
|
| | | | VLCC | | | | | | 313,988 | | | |
2012
|
| | STX | |
Sonia
|
| | | | VLCC | | | | | | 314,000 | | | |
2012
|
| | STX | |
Ingrid
|
| | | | VLCC | | | | | | 314,000 | | | |
2012
|
| | Hyundai | |
Iris
|
| | | | VLCC | | | | | | 314,000 | | | |
2012
|
| | Hyundai | |
Nautic
|
| | | | VLCC | | | | | | 307,284 | | | |
2008
|
| | Dalian | |
Newton
|
| | | | VLCC | | | | | | 307,284 | | | |
2009
|
| | Dalian | |
Nectar
|
| | | | VLCC | | | | | | 307,284 | | | |
2008
|
| | Dalian | |
Noble
|
| | | | VLCC | | | | | | 307,284 | | | |
2008
|
| | Dalian | |
VK Eddie
|
| | | | VLCC | | | | | | 305,261 | | | |
2005
|
| | Daewoo | |
Hojo
|
| | | | VLCC | | | | | | 302,965 | | | |
2013
|
| | JMU | |
Hakone
|
| | | | VLCC | | | | | | 302,624 | | | |
2010
|
| | Universal | |
Hirado
|
| | | | VLCC | | | | | | 302,550 | | | |
2011
|
| | Universal | |
Hakata
|
| | | | VLCC | | | | | | 302,550 | | | |
2010
|
| | Universal | |
Antigone
|
| | | | VLCC | | | | | | 299,421 | | | |
2015
|
| | Hyundai | |
Anne
|
| | | | VLCC | | | | | | 299,533 | | | |
2016
|
| | Hyundai | |
Alex
|
| | | | VLCC | | | | | | 299,445 | | | |
2016
|
| | Hyundai | |
Alice
|
| | | | VLCC | | | | | | 299,320 | | | |
2016
|
| | Hyundai | |
Aquitaine
|
| | | | VLCC | | | | | | 298,767 | | | |
2017
|
| | Hyundai | |
Owned Vessels
|
| |
Type
|
| |
DWT
|
| |
Built
|
| |
Shipyard(1)
|
| ||||||
Ardeche
|
| | | | VLCC | | | | | | 298,642 | | | |
2017
|
| | Hyundai | |
Gener8 Nestor
|
| | | | VLCC | | | | | | 297,638 | | | |
2017
|
| | Hanjin | |
Gener8 Ethos
|
| | | | VLCC | | | | | | 298,991 | | | |
2017
|
| | Samho | |
Gener8 Hector
|
| | | | VLCC | | | | | | 297,363 | | | |
2017
|
| | Hanjin | |
Gener8 Andriotis(2)
|
| | | | VLCC | | | | | | 301,014 | | | |
2016
|
| |
Waigaoqiao
|
|
Gener8 Apollo
|
| | | | VLCC | | | | | | 301,417 | | | |
2016
|
| | Daewoo | |
Gener8 Ares
|
| | | | VLCC | | | | | | 301,587 | | | |
2016
|
| | Daewoo | |
Gener8 Chiotis(2)
|
| | | | VLCC | | | | | | 300,973 | | | |
2016
|
| |
Waigaoqiao
|
|
Gener8 Constantine
|
| | | | VLCC | | | | | | 299,011 | | | |
2016
|
| | Samho | |
Gener8 Hera
|
| | | | VLCC | | | | | | 301,619 | | | |
2016
|
| | Daewoo | |
Gener8 Macedon
|
| | | | VLCC | | | | | | 298,991 | | | |
2016
|
| | Samho | |
Gener8 Miltiades(2)
|
| | | | VLCC | | | | | | 301,038 | | | |
2016
|
| |
Waigaoqiao
|
|
Gener8 Nautilus
|
| | | | VLCC | | | | | | 298,991 | | | |
2016
|
| | Samho | |
Gener8 Oceanus
|
| | | | VLCC | | | | | | 299,011 | | | |
2016
|
| | Samho | |
Gener8 Perseus
|
| | | | VLCC | | | | | | 299,392 | | | |
2016
|
| | Hyundai | |
Gener8 Success(2)
|
| | | | VLCC | | | | | | 300,932 | | | |
2016
|
| |
Waigaoqiao
|
|
Gener8 Athena
|
| | | | VLCC | | | | | | 299,999 | | | |
2015
|
| | Daewoo | |
Gener8 Neptune
|
| | | | VLCC | | | | | | 299,999 | | | |
2015
|
| | Daewoo | |
Gener8 Strength(2)
|
| | | | VLCC | | | | | | 300,960 | | | |
2015
|
| |
Waigaoqiao
|
|
Gener8 Atlas
|
| | | | VLCC | | | | | | 306,005 | | | |
2007
|
| | Daewoo | |
Gener8 Hercules
|
| | | | VLCC | | | | | | 306,543 | | | |
2007
|
| | Daewoo | |
Gener8 Supreme(2)
|
| | | | VLCC | | | | | | 300,933 | | | |
2016
|
| |
Waigaoqiao
|
|
Cap Diamant
|
| | | | Suezmax | | | | | | 160,044 | | | |
2001
|
| | Hyundai | |
Cap Pierre
|
| | | | Suezmax | | | | | | 159,083 | | | |
2004
|
| | Samsung | |
Cap Leon
|
| | | | Suezmax | | | | | | 159,049 | | | |
2003
|
| | Samsung | |
Cap Philippe
|
| | | | Suezmax | | | | | | 158,920 | | | |
2006
|
| | Samsung | |
Cap Guillaume
|
| | | | Suezmax | | | | | | 158,889 | | | |
2006
|
| | Samsung | |
Cap Charles
|
| | | | Suezmax | | | | | | 158,881 | | | |
2006
|
| | Samsung | |
Cap Victor
|
| | | | Suezmax | | | | | | 158,853 | | | |
2007
|
| | Samsung | |
Cap Lara
|
| | | | Suezmax | | | | | | 158,826 | | | |
2007
|
| | Samsung | |
Cap Theodora
|
| | | | Suezmax | | | | | | 158,819 | | | |
2008
|
| | Samsung | |
Cap Felix
|
| | | | Suezmax | | | | | | 158,765 | | | |
2008
|
| | Samsung | |
Fraternity
|
| | | | Suezmax | | | | | | 157,714 | | | |
2009
|
| | Samsung | |
Felicity
|
| | | | Suezmax | | | | | | 157,667 | | | |
2009
|
| | Samsung | |
Captain Michael
|
| | | | Suezmax | | | | | | 157,648 | | | |
2012
|
| | Samsung | |
Maria
|
| | | | Suezmax | | | | | | 157,523 | | | |
2012
|
| | Samsung | |
Finesse
|
| | | | Suezmax | | | | | | 149,994 | | | |
2003
|
| | Universal | |
Filikon
|
| | | | Suezmax | | | | | | 149,989 | | | |
2002
|
| | Universal | |
Cap Romuald
|
| | | | Suezmax | | | | | | 146,640 | | | |
1998
|
| | Samsung | |
Cap Jean
|
| | | | Suezmax | | | | | | 146,643 | | | |
1998
|
| | Samsung | |
Gener8 Spartiate
|
| | | | Suezmax | | | | | | 164,925 | | | |
2011
|
| | Hyundai | |
Gener8 Maniate
|
| | | | Suezmax | | | | | | 164,715 | | | |
2010
|
| | Hyundai | |
Gener8 St. Nikolas
|
| | | | Suezmax | | | | | | 149,876 | | | |
2008
|
| | Universal | |
Gener8 Kara G
|
| | | | Suezmax | | | | | | 150,296 | | | |
2007
|
| | Universal | |
Gener8 George T
|
| | | | Suezmax | | | | | | 149,847 | | | |
2007
|
| | Universal | |
Gener8 Harriet G
|
| | | | Suezmax | | | | | | 150,296 | | | |
2006
|
| | Universal | |
Owned Vessels
|
| |
Type
|
| |
DWT
|
| |
Built
|
| |
Shipyard(1)
|
| ||||||
Gener8 Companion
|
| | | | Pananax | | | | | | 72,749 | | | |
2004
|
| | Dalian | |
Genmar Compatriot
|
| | | | Pananax | | | | | | 72,749 | | | |
2004
|
| | Dalian | |
Cap Quebec
|
| | | | Suezmax | | | | | | 156,600 | | | |
2018
|
| | Hyundai | |
Cap Pembroke
|
| | | | Suezmax | | | | | | 156,600 | | | |
2018
|
| | Hyundai | |
Hull S911(3)
|
| | | | Suezmax | | | | | | 156,600 | | | |
2018
|
| | Hyundai | |
Hull S912(3)
|
| | | | Suezmax | | | | | | 156,600 | | | |
2018
|
| | Hyundai | |
Seaways Laura Lynn(4)
|
| | | | V-Plus | | | | | | 441,585 | | | |
2003
|
| | Daewoo | |
Total DWT — Owned
|
| | | | | | | | | | 19,107,869 | | | | | | | | |
Chartered-In Vessels | | | | | | | | | | | | | | |
Charter-in Date
|
| | | |
Nucleus
|
| | | | VLCC | | | | | | 307,284 | | | |
Dec. 2021
|
| | Dalian | |
Nautilus
|
| | | | VLCC | | | | | | 307,284 | | | |
Dec. 2021
|
| | Dalian | |
Navarin
|
| | | | VLCC | | | | | | 307,284 | | | |
Dec. 2021
|
| | Dalian | |
Neptun
|
| | | | VLCC | | | | | | 307,284 | | | |
Dec. 2021
|
| | Dalian | |
Total DWT — Chartered-In Vessels
|
| | | | | | | | | | 1,229,136 | | | | | | | | |
FSO Vessels | | | | | | | | | | | | | | |
Built
|
| | | |
FSO Africa(5)
|
| | | | FSO | | | | | | 442,000 | | | |
2002
|
| | Daewoo | |
FSO Asia(5)
|
| | | | FSO | | | | | | 442,000 | | | |
2002
|
| | Daewoo | |
Total DWT — FSO
|
| | | | | | | | | | 884,000 | | | | | | | | |
Period
|
| |
Average Daily
Trading Ratio (x) |
| |
Implied Value of
0.7272x Euronav Ordinary shares based on VWAP (U.S. Dollars) |
| |
Gener8 VWAP
(U.S. Dollars) |
| | | |||||||||||||
Current (as of 12/19/17)
|
| | | | 0.53 | | | | | | 5.93 | | | | | | 4.28 | | | | | | 38.5 | | |
2-weeks
|
| | | | 0.52 | | | | | | 6.00 | | | | | | 4.32 | | | | | | 40.1 | | |
1-month
|
| | | | 0.53 | | | | | | 6.17 | | | | | | 4.46 | | | | | | 44.3 | | |
6-months
|
| | | | 0.63 | | | | | | 5.81 | | | | | | 5.04 | | | | | | 35.6 | | |
1-year
|
| | | | 0.63 | | | | | | 5.78 | | | | | | 5.03 | | | | | | 35.1 | | |
Since IPO
|
| | | | 0.65 | | | | | | 7.36 | | | | | | 6.55 | | | | | | 71.9 | | |
(U.S. Dollars in millions)
|
| |
Gener8
|
| |
Euronav
|
| ||||||
Total Fleet Value
|
| | | | 1,686 | | | | | | 1,859 | | |
Other
|
| | | | — | | | | | | 317 | | |
Total Asset Value
|
| | | | 1,686 | | | | | | 2,176 | | |
Adjusted Net Debt
|
| | | | 1,157 | | | | | | 706 | | |
Adjusted Net Working Capital
|
| | | | 55 | | | | | | 68 | | |
Estimated Transaction Expenses
|
| | | | (20) | | | | | | (10) | | |
NAV | | | | | 564 | | | | | | 1,528 | | |
Diluted Shares Outstanding (shares in millions)
|
| | | | 83.8 | | | | | | 158.5 | | |
NAV/Share ($)
|
| | | | 6.74 | | | | | | 9.64 | | |
Gener8 NAV Contribution
|
| | | | 27% | | | | | | — | | |
Euronav NAV Contribution
|
| | | | — | | | | | | 73% | | |
Exchange Ratio (x)
|
| | | | 0.7272 | | | | | | | | |
Implied Combined Company pro forma ownership by holders of Gener8 common shares
|
| | | | 28% | | | | | | | | |
Implied NAV/share of Offer ($)
|
| | | | 7.01 | | | | | | | | |
Premium/(Discount) | | | | | 4% | | | | | | | | |
| | |
Percentage
Contribution |
| |||||||||
| | |
Gener8
|
| |
Euronav
|
| ||||||
Levered Analyses | | | | | | | | | | | | | |
Implied Equity Value based on Euronav Closing Share Price on December 19, 2017 and Exchange Ratio
|
| | | | 28% | | | | | | 72% | | |
Equity Value at December 19, 2017 Closing Share Prices
|
| | | | 22% | | | | | | 78% | | |
Net Asset Value
|
| | | | 27% | | | | | | 73% | | |
Net Income | | | | | | | | | | | | | |
2018E
|
| | | | 0% | | | | | | 100% | | |
2019E
|
| | | | 43% | | | | | | 57% | | |
2020E
|
| | | | 40% | | | | | | 60% | | |
Unlevered Analyses | | | | | | | | | | | | | |
Implied Enterprise Value based on Euronav Closing Share Price on December 19, 2017 and Exchange Ratio
|
| | | | 49% | | | | | | 51% | | |
Enterprise Value at December 19, 2017 Closing Share Prices
|
| | | | 47% | | | | | | 53% | | |
Total Asset Value
|
| | | | 44% | | | | | | 56% | | |
Revenue | | | | | | | | | | | | | |
2018E
|
| | | | 39% | | | | | | 61% | | |
2019E
|
| | | | 39% | | | | | | 61% | | |
2020E
|
| | | | 39% | | | | | | 61% | | |
Adjusted EBITDA | | | | | | | | | | | | | |
2018E
|
| | | | 44% | | | | | | 56% | | |
2019E
|
| | | | 42% | | | | | | 58% | | |
2020E
|
| | | | 41% | | | | | | 59% | | |
| | |
Enterprise
Value/Adjusted EBITDA |
| |
P/NAV
(%) |
| ||||||||||||
| | |
CY2017E
(x) |
| |
CY2018E
(x) |
| ||||||||||||
Selected Companies | | | | | |||||||||||||||
Frontline Ltd.
|
| | | | 12.7 | | | | | | 10.8 | | | | | | 91.3 | | |
DHT Holdings, Inc.
|
| | | | 7.5 | | | | | | 6.4 | | | | | | 75.5 | | |
International Seaways, Inc.
|
| | | | 8.3(1) | | | | | | 4.8(2) | | | | | | 48.7 | | |
Nordic American Tankers Limited
|
| | | | 11.7 | | | | | | 7.3 | | | | | | 120.9 | | |
Teekay Tankers Ltd.(3)
|
| | | | 12.9 | | | | | | 7.8 | | | | | | 73.7 | | |
Mean | | | | | 10.6 | | | | | | 7.4 | | | | | | 82.0 | | |
Median | | | | | 11.7 | | | | | | 7.3 | | | | | | 75.5 | | |
High | | | | | 12.9 | | | | | | 10.8 | | | | | | 120.9 | | |
Low | | | | | 7.5 | | | | | | 4.8 | | | | | | 48.7 | | |
Gener8 at Closing Share Price on December 19, 2017
|
| | | | 9.0 | | | | | | 9.4 | | | | | | 63.5 | | |
Gener8 at Implied Merger Value, based on Euronav Closing Share Price on December 19, 2017 and Exchange Ratio
|
| | | | 9.8 | | | | | | 10.2 | | | | | | 88.0 | | |
Euronav at Closing Share Price on December 19, 2017
|
| | | | 7.7 | | | | | | 8.1 | | | | | | 84.5 | | |
|
Announcement
Date |
| |
Implied
Enterprise Value (U.S. Dollars in millions) |
| |
Acquiror
|
| |
Target
|
| |
Enterprise
Value/LTM Adjusted EBITDA (x) |
| |
P/NAV
(%) |
| |||||||||
|
05/31/17
|
| | | | 500 | | | |
Teekay Tankers Ltd.
|
| |
Tanker Investments Ltd.
|
| | | | 7.1 | | | | | | 83.3 | | |
|
07/02/15
|
| | | | 2,070 | | | |
Frontline Ltd.
|
| |
Frontline 2012 Ltd.
|
| | | | 14.3 | | | | | | 123.3 | | |
|
04/07/15
|
| | | | 284 | | | |
Genco Shipping & Trading Limited
|
| |
Baltic Trading Limited
|
| | | | n/m(1) | | | | | | 79.5 | | |
|
10/07/14
|
| | | | 1,069 | | | |
Knightsbridge Shipping Ltd.
|
| |
Golden Ocean Group Ltd.
|
| | | | 11.5 | | | | | | n/a(2) | | |
|
07/26/11
|
| | | | 239 | | | |
DryShips Inc.
|
| |
OceanFreight Inc.
|
| | | | 4.9 | | | | | | 87.6 | | |
|
08/06/08
|
| | | | 490 | | | |
General Maritime Corporation
|
| |
Arlington Tankers Ltd.
|
| | | | 10.5 | | | | | | 82.1 | | |
|
01/29/08
|
| | | | 2,070 | | | |
Excel Maritime Carriers Ltd.
|
| |
Quintana Maritime Limited
|
| | | | 11.8 | | | | | | 81.1 | | |
|
Gener8 – at Implied Merger Value
|
| | |
|
1,725
|
| | | | | | | | | |
|
8.6
|
| | | |
|
88.0
|
| |
|
Mean
|
| | | | | | | | | | | | | | | | 10.0 | | | | | | 89.5 | | |
|
Median
|
| | | | | | | | | | | | | | | | 11.0 | | | | | | 82.7 | | |
|
High
|
| | | | | | | | | | | | | | | | 14.3 | | | | | | 123.3 | | |
|
Low
|
| | | | | | | | | | | | | | | | 4.9 | | | | | | 79.5 | | |
| | | |
Change (%)
|
| |
YTD
|
| |
6 Months
|
| |
3 Months
|
| |
1 Month
|
| |
1 Week
|
| |||||||||||||||
| | | |
Gener8 Maritime
|
| | | | (4.5) | | | | | | (22.5) | | | | | | (11.8) | | | | | | (8.0) | | | | | | (1.6) | | |
| | | |
Euronav
|
| | | | 2.5 | | | | | | 10.1 | | | | | | 1.9 | | | | | | (3.6) | | | | | | (2.4) | | |
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017P
|
| |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| ||||||||||||||||||
| | |
(U.S. Dollars in millions, except for TCE)
|
| |||||||||||||||||||||||||||||||||
Gener8 VLCC TCE(1)
|
| | | $ | 28,822 | | | | | $ | 28,250 | | | | | $ | 36,500 | | | | | $ | 40,000 | | | | | $ | 40,000 | | | | | $ | 40,000 | | |
Gener8 net voyage revenues(2)
|
| | | $ | 309 | | | | | $ | 292 | | | | | $ | 362 | | | | | $ | 392 | | | | | $ | 382 | | | | | $ | 392 | | |
Gener8 adjusted EBITDA(3)
|
| | | $ | 176 | | | | | $ | 169 | | | | | $ | 237 | | | | | $ | 265 | | | | | $ | 253 | | | | | $ | 261 | | |
Gener8 unlevered free cash flow(4)
|
| | | $ | 344 | | | | | $ | 166 | | | | | $ | 233 | | | | | $ | 251 | | | | | $ | 222 | | | | | $ | 243 | | |
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017P
|
| |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| ||||||||||||||||||
| | |
(U.S. Dollars in millions)
|
| |||||||||||||||||||||||||||||||||
Gener8 net income
|
| | | | (152) | | | | | | (5) | | | | | | 66 | | | | | | 95 | | | | | | 111 | | | | | | 135 | | |
Depreciation and amortization
|
| | | | 103 | | | | | | 90 | | | | | | 90 | | | | | | 90 | | | | | | 90 | | | | | | 90 | | |
Interest expense, net
|
| | | | 84 | | | | | | 84 | | | | | | 81 | | | | | | 79 | | | | | | 52 | | | | | | 36 | | |
Gener8 EBITDA
|
| | | | 35 | | | | | | 169 | | | | | | 237 | | | | | | 265 | | | | | | 253 | | | | | | 261 | | |
Adjustments: | | | | | | | | ||||||||||||||||||||||||||||||
Other expense, net
|
| | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Non-cash G&A expenses, excluding stock-based compensation expense
|
| | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Loss on disposal of vessels, net
|
| | | | 136 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gener8 adjusted EBITDA
|
| | | | 176 | | | | | | 169 | | | | | | 237 | | | | | | 265 | | | | | | 253 | | | | | | 261 | | |
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017P
|
| |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| ||||||||||||||||||
| | |
(U.S. Dollars in millions, unless stated)
|
| |||||||||||||||||||||||||||||||||
Gener8 adjusted EBITDA
|
| | | | 176 | | | | | | 169 | | | | | | 237 | | | | | | 265 | | | | | | 253 | | | | | | 261 | | |
Less: Change in working capital
|
| | | | (15) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Less: Drydock capital expenditures
|
| | | | (23) | | | | | | (2) | | | | | | (4) | | | | | | (14) | | | | | | (31) | | | | | | (18) | | |
Proceeds from vessel sales
|
| | | | 333 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Newbuild capital expenditures
|
| | | | (127) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gener8 unlevered free cash flow
|
| | | | 344 | | | | | | 166 | | | | | | 233 | | | | | | 251 | | | | | | 222 | | | | | | 243 | | |
|
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017P
|
| |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| ||||||||||||||||||
| | |
(U.S. Dollars in millions, except for TCEs)
|
| |||||||||||||||||||||||||||||||||
Euronav VLCC TCE(1)
|
| | | $ | 27,375 | | | | | $ | 28,250 | | | | | $ | 36,500 | | | | | $ | 40,000 | | | | | $ | 40,000 | | | | | $ | 40,000 | | |
Euronav total revenue(2)
|
| | | $ | 458 | | | | | $ | 450 | | | | | $ | 568 | | | | | $ | 618 | | | | | $ | 623 | | | | | $ | 564 | | |
Euronav adjusted EBITDA(3)
|
| | | $ | 230 | | | | | $ | 217 | | | | | $ | 326 | | | | | $ | 375 | | | | | $ | 379 | | | | | $ | 364 | | |
Euronav unlevered free cash flow(4)
|
| | | $ | 258 | | | | | $ | 155 | | | | | $ | 360 | | | | | $ | 389 | | | | | $ | 399 | | | | | $ | 388 | | |
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017P
|
| |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| ||||||||||||||||||
| | |
(U.S. Dollars in millions)
|
| |||||||||||||||||||||||||||||||||
Euronav net income
|
| | | | 7 | | | | | | 8 | | | | | | 88 | | | | | | 140 | | | | | | 152 | | | | | | 148 | | |
Depreciation of tangible and intangible assets
|
| | | | 230 | | | | | | 209 | | | | | | 214 | | | | | | 214 | | | | | | 211 | | | | | | 202 | | |
Net finance expenses
|
| | | | 42 | | | | | | 40 | | | | | | 40 | | | | | | 34 | | | | | | 28 | | | | | | 24 | | |
Income tax expense/(benefit)
|
| | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Euronav EBITDA
|
| | | | 277 | | | | | | 258 | | | | | | 341 | | | | | | 388 | | | | | | 392 | | | | | | 374 | | |
Adjustments: | | | | | | | | ||||||||||||||||||||||||||||||
Share of profit of equity accounted investees
|
| | | | (33) | | | | | | (19) | | | | | | (18) | | | | | | (16) | | | | | | (15) | | | | | | (11) | | |
Amortization of debt financing fees
|
| | | | — | | | | | | 4 | | | | | | 3 | | | | | | 3 | | | | | | 2 | | | | | | 1 | | |
Loss on disposal of vessels
|
| | | | (15) | | | | | | (25) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Euronav adjusted EBITDA
|
| | | | 230 | | | | | | 217 | | | | | | 326 | | | | | | 375 | | | | | | 379 | | | | | | 364 | | |
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017P
|
| |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| ||||||||||||||||||
| | |
(U.S. Dollars in millions, unless stated)
|
| |||||||||||||||||||||||||||||||||
Euronav adjusted EBITDA
|
| | | | 230 | | | | | | 217 | | | | | | 326 | | | | | | 375 | | | | | | 379 | | | | | | 364 | | |
Less: Change in working capital requirements
|
| | | | 22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Less: Drydock capital expenditures
|
| | | | (3) | | | | | | (19) | | | | | | (3) | | | | | | (20) | | | | | | (15) | | | | | | (18) | | |
Proceeds from sale of vessels
|
| | | | 114 | | | | | | 106 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Newbuild capital expenditures
|
| | | | (133) | | | | | | (197) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Plus: Distributions received from equity accounted investees
|
| | | | 28 | | | | | | 48 | | | | | | 37 | | | | | | 35 | | | | | | 34 | | | | | | 42 | | |
Euronav unlevered free cash flow
|
| | | | 258 | | | | | | 155 | | | | | | 360 | | | | | | 389 | | | | | | 399 | | | | | | 388 | | |
|
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||
| | |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| |||||||||||||||
| | |
(U.S. Dollars in millions, except for TCEs)
|
| |||||||||||||||||||||||||||
Combined Company VLCC TCE(1)
|
| | | $ | 28,250 | | | | | $ | 36,500 | | | | | $ | 40,000 | | | | | $ | 40,000 | | | | | $ | 40,000 | | |
Combined Company total revenue(2)
|
| | | $ | 747 | | | | | $ | 934 | | | | | $ | 1,011 | | | | | $ | 1,006 | | | | | $ | 957 | | |
Combined Company adjusted EBITDA(3)
|
| | | $ | 389 | | | | | $ | 594 | | | | | $ | 668 | | | | | $ | 662 | | | | | $ | 655 | | |
Combined Company unlevered free cash flow(4)
|
| | | $ | 328 | | | | | $ | 624 | | | | | $ | 670 | | | | | $ | 650 | | | | | $ | 661 | | |
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||
| | |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| |||||||||||||||
| | |
(U.S. Dollars in millions)
|
| |||||||||||||||||||||||||||
Combined Company adjusted EBITDA before Synergies
|
| | | | 390 | | | | | | 567 | | | | | | 641 | | | | | | 634 | | | | | | 627 | | |
Synergies and cost to achieve
|
| | | | (1) | | | | | | 27 | | | | | | 27 | | | | | | 28 | | | | | | 28 | | |
Combined Company adjusted EBITDA
|
| | | | 389 | | | | | | 594 | | | | | | 668 | | | | | | 662 | | | | | | 655 | | |
| | |
Year Ending December 31,
|
| |||||||||||||||||||||||||||
| | |
2018P
|
| |
2019P
|
| |
2020P
|
| |
2021P
|
| |
2022P
|
| |||||||||||||||
| | |
(U.S. Dollars in millions, unless stated)
|
| |||||||||||||||||||||||||||
Combined Company adjusted EBITDA
|
| | | | 389 | | | | | | 594 | | | | | | 668 | | | | | | 662 | | | | | | 655 | | |
Less: Change in working capital
|
| | | | 3 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | |
Less: Drydock capital expenditures
|
| | | | (21) | | | | | | (7) | | | | | | (34) | | | | | | (45) | | | | | | (36) | | |
Proceeds from vessel sales
|
| | | | 106 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Newbuild capital expenditures
|
| | | | (197) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Plus: Distributions received from equity accounted investees
|
| | | | 48 | | | | | | 37 | | | | | | 35 | | | | | | 34 | | | | | | 42 | | |
Combined Company unlevered free cash flow
|
| | | | 328 | | | | | | 624 | | | | | | 670 | | | | | | 650 | | | | | | 661 | | |
| | | |
Name of Executive Officer
|
| |
Number of
Gener8 shares subject to options |
| |
Estimated value(1)
|
| ||||||
| | | |
Peter C. Georgiopoulos
|
| | | | 500,000 | | | | | $ | — | | |
| | | | | | | | 25,000 | | | | | $ | — | | |
| | | |
Name of Executive Officer or Director
|
| |
Number of Gener8
shares subject to restricted stock units |
| |
Estimated
value(1) |
| ||||||
| | | |
Peter C. Georgiopoulos (Executive Officer and Director)
|
| | | | 216,276 | | | | | $ | | | |
| | | |
Leonard J. Vrondissis (Executive Officer)
|
| | | | 41,591 | | | | | $ | | | |
| | | |
John P. Tavlarios (Executive Officer)
|
| | | | 26,618 | | | | | $ | | | |
| | | |
Milton H. Gonzales Jr. (Executive Officer)
|
| | | | 16,636 | | | | | $ | | | |
| | | |
Sean Bradley (Executive Officer)
|
| | | | 16,636 | | | | | $ | | | |
| | | |
Nicolas Busch (Director)(2)
|
| | | | 11,214 | | | | | $ | | | |
| | | |
Adam Pierce (Director)(2)
|
| | | | 11,214 | | | | | $ | | | |
| | | |
Ethan Auerbach (Director)(2)
|
| | | | 11,214 | | | | | $ | | | |
| | | |
Roger Schmitz (Director)(2)
|
| | | | 11,214 | | | | | $ | | | |
| | |
Historical
Euronav NV |
| |
Historical
Gener8 (As Restated) |
| |
Pro Forma
Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||
| | |
(U.S. Dollars in thousands)
|
| ||||||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | ||||||||||||||||||||||
Vessels
|
| | | | 2,271,500 | | | | | | 2,327,074 | | | | | | (1,038,974) | | | |
(a), (b)
|
| | | | 3,559,600 | | |
Assets under construction
|
| | | | 63,668 | | | | | | — | | | | | | — | | | | | | | | | 63,668 | | |
Other tangible assets
|
| | | | 1,663 | | | | | | 1,141 | | | | | | — | | | | | | | | | 2,804 | | |
Intangible assets
|
| | | | 72 | | | | | | — | | | | | | — | | | | | | | | | 72 | | |
Receivables
|
| | | | 160,352 | | | | | | 26,100 | | | | | | — | | | | | | | | | 186,452 | | |
Restricted Cash
|
| | | | — | | | | | | 1,468 | | | | | | — | | | | | | | | | 1,468 | | |
Derivative Financial instruments
|
| | | | — | | | | | | 6,020 | | | | | | — | | | | | | | | | 6,020 | | |
Investments in equity accounted investees
|
| | | | 30,595 | | | | | | — | | | | | | — | | | | | | | | | 30,595 | | |
Other noncurrent assets
|
| | | | — | | | | | | 2,948 | | | | | | — | | | | | | | | | 2,948 | | |
Deferred tax assets
|
| | | | 2,487 | | | | | | — | | | | | | — | | | | | | | | | 2,487 | | |
Total non-current assets
|
| | | | 2,530,337 | | | | | | 2,364,751 | | | | | | (1,038,974) | | | | | | | | | 3,856,114 | | |
Current assets | | | | | | | ||||||||||||||||||||||
Trade and other receivables
|
| | | | 136,797 | | | | | | 52,895 | | | | | | — | | | | | | | | | 189,692 | | |
Current tax assets
|
| | | | 191 | | | | | | — | | | | | | — | | | | | | | | | 191 | | |
Cash and cash equivalents
|
| | | | 143,648 | | | | | | 200,501 | | | | | | 111,199 | | | |
(b), (c)
|
| | | | 455,348 | | |
Derivative financial instruments - current
|
| | | | — | | | | | | 70 | | | | | | — | | | | | | | | | 70 | | |
Total current assets
|
| | | | 280,636 | | | | | | 253,466 | | | | | | 111,199 | | | | | | | | | 645,301 | | |
TOTAL ASSETS
|
| | | | 2,810,973 | | | | | | 2,618,217 | | | | | | (927,775) | | | | | | | | | 4,501,415 | | |
EQUITY and LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity | | | | | | | ||||||||||||||||||||||
Share capital
|
| | | | 173,046 | | | | | | 833 | | | | | | 65,268 | | | |
(d)
|
| | | | 239,147 | | |
Share premium
|
| | | | 1,215,227 | | | | | | 1,519,564 | | | | | | (1,083,935) | | | |
(d)
|
| | | | 1,650,856 | | |
Translation reserve
|
| | | | 568 | | | | | | — | | | | | | — | | | | | | | | | 568 | | |
Treasury shares
|
| | | | (16,102) | | | | | | — | | | | | | — | | | | | | | | | (16,102) | | |
Retained earnings
|
| | | | 473,622 | | | | | | (246,071) | | | | | | 290,500 | | | |
(d)
|
| | | | 518,051 | | |
Equity attributable to owners of the Company
|
| | | | 1,846,361 | | | | | | 1,274,326 | | | | | | (728,167) | | | | | | | | | 2,392,520 | | |
Non-current liabilities | | | | | | | ||||||||||||||||||||||
Bank loans
|
| | | | 653,730 | | | | | | 190,559 | | | | | | 757,869 | | | |
(b), (e), (f)
|
| | | | 1,602,158 | | |
Other Notes
|
| | | | 147,619 | | | | | | — | | | | | | — | | | | | | | | | 147,619 | | |
Other payables
|
| | | | 539 | | | | | | 1,175 | | | | | | — | | | | | | | | | 1,714 | | |
Employee benefits
|
| | | | 3,984 | | | | | | — | | | | | | — | | | | | | | | | 3,984 | | |
Total non-current liabilities
|
| | | | 805,872 | | | | | | 191,734 | | | | | | 757,869 | | | | | | | | | 1,755,475 | | |
Current liabilities | | | | | | | ||||||||||||||||||||||
Trade and other payables
|
| | | | 61,355 | | | | | | 29,817 | | | | | | 43,675 | | | |
(g)
|
| | | | 134,847 | | |
Current tax liabilities
|
| | | | 11 | | | | | | — | | | | | | — | | | | | | | | | 11 | | |
Bank loans
|
| | | | 47,361 | | | | | | 1,121,488 | | | | | | (1,001,152) | | | |
(f)
|
| | | | 167,697 | | |
Other borrowings
|
| | | | 50,010 | | | | | | — | | | | | | | | | | | | | | | 50,010 | | |
Derivative financial instruments
|
| | | | — | | | | | | 852 | | | | | | — | | | | | | | | | 852 | | |
Provisions
|
| | | | 3 | | | | | | — | | | | | | — | | | | | | | | | 3 | | |
Total current liabilities
|
| | | | 158,740 | | | | | | 1,152,157 | | | | | | 957,477 | | | | | | | | | 353,420 | | |
TOTAL EQUITY and LIABILITIES
|
| | | | 2,810,973 | | | | | | 2,618,217 | | | | | | (927,775) | | | | | | | | | 4,501,415 | | |
|
| | |
Historical
Euronav NV |
| |
Historical
Gener8 (As Restated) |
| |
Pro Forma
Adjustments |
| |
Notes
|
| |
Pro Forma
Combined |
| ||||||||||||
Shipping income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | | 513,368 | | | | | | 307,819 | | | | | | (61,818) | | | |
(a)
|
| | | | 759,369 | | |
Gains on disposal of vessels/other tangible assets
|
| | | | 36,538 | | | | | | — | | | | | | — | | | | | | | | | 36,538 | | |
Other operating income
|
| | | | 4,902 | | | | | | — | | | | | | — | | | | | | | | | 4,902 | | |
Total shipping income
|
| | | | 554,808 | | | | | | 307,819 | | | | | | (61,818) | | | | | | | | | 800,809 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Voyage expenses and commissions
|
| | | | (62,035) | | | | | | (9,446) | | | | | | 23 | | | |
(b)
|
| | | | (71,458) | | |
Vessel operating expenses
|
| | | | (150,427) | | | | | | (107,395) | | | | | | 17,033 | | | |
(c)
|
| | | | (240,789) | | |
Charter hire expenses
|
| | | | (31,173) | | | | | | (6) | | | | | | — | | | | | | | | | (31,179) | | |
Loss on disposal of vessels/other tangible assets
|
| | | | (21,027) | | | | | | (139,836) | | | | | | — | | | | | | | | | (160,863) | | |
Goodwill impairment
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Loss on disposal of investments in equity accounted investees
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Depreciation tangible assets
|
| | | | (229,777) | | | | | | (103,951) | | | | | | 5,578 | | | |
(d)
|
| | | | (328,150) | | |
Depreciation intangible assets
|
| | | | (95) | | | | | | — | | | | | | — | | | | | | | | | (95) | | |
General and administrative expenses
|
| | | | (46,868) | | | | | | (33,831) | | | | | | 1,404 | | | |
(e)
|
| | | | (79,295) | | |
Total operating expenses
|
| | | | (541,402) | | | | | | (394,465) | | | | | | 24,038 | | | | | | | | | (911,829) | | |
RESULT FROM OPERATING ACTIVITIES
|
| | | | 13,406 | | | | | | (86,646) | | | | | | (37,779) | | | | | | | | | (111,019) | | |
Finance income
|
| | | | 7,266 | | | | | | 928 | | | | | | — | | | | | | | | | 8,194 | | |
Finance expenses
|
| | | | (50,729) | | | | | | (82,823) | | | | | | 38,613 | | | |
(f)
|
| | | | (94,939) | | |
Net finance expenses
|
| | | | (43,463) | | | | | | (81,895) | | | | | | 38,613 | | | | | | | | | (86,745) | | |
Share of profit (loss) of equity accounted investees (net of income tax)
|
| | | | 30,082 | | | | | | — | | | | | | — | | | | | | | | | 30,082 | | |
PROFIT (LOSS) BEFORE INCOME TAX
|
| | | | 25 | | | | | | (168,541) | | | | | | 834 | | | | | | | | | (167,682) | | |
Income tax benefit (expense)
|
| | | | 1,358 | | | | | | — | | | | | | — | | | | | | | | | 1,358 | | |
PROFIT (LOSS) FOR THE PERIOD
|
| | | | 1,383 | | | | | | (168,541) | | | | | | 834 | | | | | | | | | (166,324) | | |
Attributable to: | | | | | | | ||||||||||||||||||||||
Owners of the company
|
| | | | 1,383 | | | | | | (168,541) | | | | | | 834 | | | | | | | | | (166,324) | | |
Basic earnings per share
|
| | | | 0.01 | | | | | | — | | | | | | 0.01 | | | | | | | | | (0.76) | | |
Diluted earnings per share
|
| | | | 0.01 | | | | | | — | | | | | | 0.01 | | | | | | | | | (0.76) | | |
Weighted average number of shares (basic)
|
| | | | 158,166,534 | | | | | | | | | | | | 60,815,764 | | | | | | | | | 218,982,298 | | |
Weighted average number of shares (diluted)
|
| | | | 158,297,057 | | | | | | | | | | | | 60,815,764 | | | | | | | | | 219,112,821 | | |
| | | |
Gener8 outstanding shares as of December 31, 2017
|
| | | | 83,267 | | |
| | | |
Accelerated vesting of RSUs
|
| | | | 363(a) | | |
| | | |
Gener8 outstanding shares pro forma for closing
|
| | | | 83,630 | | |
| | | |
Exchange ratio
|
| | | | 0.7272 | | |
| | | |
Euronav common stock issued to Gener8 shareholders
|
| | | | 60,816 | | |
| | | |
Closing price per share on May 2, 2018
|
| | | $ | 8.25 | | |
| | | |
Estimated purchase price paid in shares
|
| | | $ | 501,730 | | |
| | | |
Stock option cancellation paid in cash
|
| | | $ | 688(b) | | |
| | | |
Total estimated purchase price
|
| | | $ | 502,418 | | |
| | | |
Total estimated purchase price consideration
|
| | | | 502,418 | | |
| | | |
Fair value of net assets acquired and liabilities assumed
|
| | | | 556,847 | | |
| | | |
Goodwill/(Bargain purchase)
|
| | | | (54,429) | | |
| | | |
Vessels, net
|
| | | | 1,648,686 | | |
| | | |
Drydocks, net
|
| | | | 35,664 | | |
| | | |
Current assets
|
| | | | 253,466 | | |
| | | |
Other fixed assets
|
| | | | 1,141 | | |
| | | |
Working Capital Pool
|
| | | | 26,100 | | |
| | | |
Restricted cash
|
| | | | 1,468 | | |
| | | |
Derivative financial instruments
|
| | | | 6,020 | | |
| | | |
Other noncurrent assets
|
| | | | 2,948 | | |
| | | |
Trade and other payables
|
| | | | (63,492) | | |
| | | |
Current and noncurrent Bank Debt
|
| | | | (1,353,127) | | |
| | | |
Other non-current liabilities
|
| | | | (1,175) | | |
| | | |
Derivative financial instruments
|
| | | | (852) | | |
| | | |
Fair value of net assets acquired and liabilities assumed
|
| | | | 556,847 | | |
|
| | | | | | | | | | | | | | |
Adjustment Depreciations
|
| |||
| | |
Valuation
|
| |
Goodwill/
(Bargain Purchase) |
| |
For the year ended
December 31, 2017 |
| |||||||||
Valuations February 28, 2018
|
| | | | 1,684,350 | | | | | | (54,429) | | | | | | (19,786) | | |
Decrease of 5%
|
| | | | 1,600,133 | | | | | | 29,788 | | | | | | (12,781) | | |
Increase of 5%.
|
| | | | 1,768,568 | | | | | | (138,647) | | | | | | (22,857) | | |
ValuationsVesselValue.com May 2, 2018
|
| | | | 1,631,540 | | | | | | (1,619) | | | | | | (13,562) | | |
| | | | | | |
Price per
Euronav share |
| |
Gener8
exchanged shares |
| |
Total
purchase price consideration in shares |
| |
(Bargain
purchase gain)/ goodwill |
| ||||||||||||
| | | | | | |
(in thousands except per share data)
|
| |||||||||||||||||||||
| | | | | | | | 8.25 | | | | | | 60,816 | | | | | | 501,730 | | | | | | (54,429) | | | |
| | | |
Decrease of 20%
|
| | | | 6.60 | | | | | | 60,816 | | | | | | 401,348 | | | | | | (154,775) | | |
| | | |
Increase of 20%
|
| | | | 9.90 | | | | | | 60,816 | | | | | | 602,076 | | | | | | 45,917 | | |
| | | | | | |
Share
capital |
| |
Share
premium |
| |
Retained
earnings |
| |
Shareholders’
Equity |
| ||||||||||||
| | | |
Share consideration to Gener8
|
| | | | 66,101 | | | | | | 435,629 | | | | | | | | | | | | 501,730(i) | | |
| | | |
Elimination of Gener8 historic equity balance
|
| | | | (833) | | | | | | (1,519,564) | | | | | | 246,071 | | | | | | (1,274,326) | | |
| | | |
Estimated Euronav transaction costs
|
| | | | | | | | | | | | | | | | (10,000) | | | | | | (10,000) | | |
| | | |
Bargain purchase gain arising from the Merger
|
| | | | | | | | | | | | | | | | 54,429 | | | | | | 54,429 | | |
| | | | | | | | | 65,268 | | | | | | (1,083,935) | | | | | | 290,500 | | | | | | (728,167) | | |
|
| | |
For the year ended
December 31, 2017 |
| |||
Weighted average number of common shares – historical
|
| | | | 158,166,534 | | |
Pro forma number of common shares issued to Gener8 Shareholders
|
| | | | 60,552,072 | | |
Pro forma number of common shares issued to Gener8 RSU holders
|
| | | | 263,692 | | |
Pro forma weighted average number of common shares – basic
|
| | | | 218,982,298 | | |
Effect of dilutive securities: | | | | | | | |
Share-based payment arrangements
|
| | | | 130,523 | | |
Pro forma weighted average number of common shares – diluted
|
| | | | 219,112,821 | | |
|
Name
|
| |
Number of
Shares |
| |
Percentage
Owned(17) |
| ||||||
Certain funds managed by Oaktree(1)
|
| | | | 13,062,118 | | | | | | 15.7% | | |
BlackRock, Inc.(2)
|
| | | | 7,968,633 | | | | | | 10.7% | | |
BlueMountain Capital Management, LLC(3)
|
| | | | 7,842,904 | | | | | | 9.4% | | |
Certain funds affiliated with Aurora(4)
|
| | | | 6,264,594 | | | | | | 7.6% | | |
FMR, LLC(5)
|
| | | | 6,233,319 | | | | | | 7.5% | | |
Certain funds managed by Avenue Capital Group(6)
|
| | | | 5,712,814 | | | | | | 6.9% | | |
Executive Officers and Directors:(7) | | | | | | | | | | | | | |
Peter C Georgiopoulos(8)
|
| | | | 1,365,103 | | | | | | 1.6% | | |
Leonard J Vrondissis(9)
|
| | | | 83,495 | | | | | | * | | |
John P Tavlarios(10)
|
| | | | 67,110 | | | | | | * | | |
Milton H Gonzales, Jr(11)
|
| | | | 41,944 | | | | | | * | | |
Sean Bradley(12)
|
| | | | 41,944 | | | | | | * | | |
Ethan Auerbach(3)(13)
|
| | | | 3,228,512 | | | | | | 2.9% | | |
Nicolas Busch(14)
|
| | | | 9,584 | | | | | | * | | |
Adam Pierce(15)
|
| | | | 9,584 | | | | | | * | | |
Roger Schmitz(16)
|
| | | | 9,584 | | | | | | * | | |
Steven D Smith(4)
|
| | | | 6,264,594 | | | | | | 7.6% | | |
All Directors and named executives as a group (10 persons)
|
| | | | 11,121,346 | | | | | | 13.4% | | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
|
Authorized Capital Stock
|
| |||
| Under the amended and restated articles of incorporation of Gener8 (the “Gener8 Charter”), Gener8 authorized capital stock consists of 225 million shares of common stock, par value $0.01 per share and 25 million shares of preferred stock, par value $0.01 per share. | | | Euronav does not have Authorized Capital Stock However, pursuant to the Belgian Companies Code and subject to the conditions set forth therein and in article 5 of the articles of association of Euronav, the Board of Directors of Euronav is allowed to issue shares through the use of authorized capital in one or several times by a total maximum amount of one hundred fifty million (150,000,000) U.S. dollars. Within the limits set forth in the Belgian Companies Code and the articles of association of Euronav, the Board of Directors of Euronav may decide to increase the share capital. In accordance with the provisions of the Belgian Companies Code, the Board of Directors of Euronav has the authority to limit or abolish the preferential right of the shareholders in the interest of the company; this limitation or abolition can also be decided upon in favor of one or more particular persons other than members of the personnel of Euronav or one of its subsidiaries. The Board of Directors of Euronav is also competent to make use of the authorization to increase the company’s share capital after the date on which the company has been notified by the Financial Services and Markets Authority that a public purchase offer has been launched on its securities, provided that the decision to increase the capital was taken by the Board of Directors of Euronav before the thirteenth of May 2018. In effectuating the Merger, the Board of Directors of Euronav will use its authorization under the authorized capital for the Merger Consideration up to a total amount of $66,101,383.68. | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
|
Shareholders Agreement
|
| |||
| None | | | The Board of Directors of Euronav is not aware of any agreements among major shareholders or any other shareholders that may result in restrictions on the transfer of securities or the exercise of voting rights. The major shareholders have not entered into a shareholders’ agreement or a voting agreement, nor do they act in concert. | |
|
Directors
|
| |||
| The Gener8 Charter prohibits cumulative voting in the election of directors. The Gener8 amended and restated bylaws (the “Gener8 Bylaws”) require parties other than the board of directors to give advance written notice of nominations for the election of directors. The Gener8 Charter provides that Gener8 directors may be removed only for cause and only upon the affirmative vote of at least 80% of the outstanding shares of Gener8 capital stock entitled to vote for those directors. | | | Euronav is managed by a board of directors of at least five and maximum twelve directors, whether shareholders or not, appointed for a term of maximum four years by the general shareholders’ meeting and at any time removable by it. | |
|
Quorum and Action by the Board of Directors
|
| |||
| The Gener8 Bylaws provide that a majority of directors then in office (and specifically excluding any vacancies) and holding a majority of the votes of all directors (or such greater number required by applicable law) constitutes a quorum for the transaction of business and that when a quorum is present, the acts of a majority of the directors present at any board meeting are considered the valid acts of the board of directors, except as may be otherwise specified by the BCA. Unless otherwise restricted by the Gener8 Charter, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. | | |
The Board of Directors of Euronav is the ultimate decision-making body with the exception of the matters reserved for the general shareholders’ meeting as provided by the Belgian Companies Code or by the articles of association of Euronav. The Board of Directors of Euronav is responsible for the general strategy and values determined on the basis of corporate, social, economic and ecological responsibility, gender diversity and diversity in general.
Except for cases or circumstances beyond one’s control, the Board of Directors of Euronav can only deliberate and decide validly when at least half of its members are present or represented. However, this requisite has not to be met in the cases where the legal provisions concerning conflicting interests of a financial nature are applicable.
All decisions of the Board of Directors of Euronav are taken by absolute majority of the votes. In case of equality of votes he who chairs the meeting of the board has a casting vote.
The Euronav Board of Directors, in accordance with Article 524bis of the Belgian Companies Code, delegates day to day management responsibilities to the Executive Committee, whose members are appointed by the Board of Directors. The Executive Committee is chaired by Euronav’s Chief Executive Officer, who reports to the Board of Directors on behalf of the Executive Committee. The Executive
|
|
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
| | | | Committee is empowered to take responsibility for the daily operations of the Euronav and the implementation of the policy and strategy articulated by the Board of Directors | |
|
Director and Officer Limitation on Liability and Indemnification
|
| |||
|
Limitation on Liability. Under Marshall Islands law, directors and officers shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent people would exercise under similar circumstances in like positions. In discharging their duties, directors and officers may rely upon financial statements of the corporation represented to them to be correct by the president or the officer having charge of its books or accounts or by independent accountants.
The BCA provides that the articles of incorporation of a Marshall Islands company may include a provision for the elimination or limitation of liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the director derived an improper personal benefit.
Gener8 directors will not be personally liable to Gener8 or its shareholders for monetary damages for any breach of duty in such capacity, except that the liability of a director will not be eliminated or limited: (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the director derived an improper personal benefit.
The Gener8 Charter provides that if the BCA is amended to authorize the further elimination or limitation of the liability of directors for actions taken or omitted to be taken then the liability of a director of Gener8, in addition to the limitation on personal liability provided for in the Gener8 Charter, shall be limited to the fullest extent permitted by the amended BCA in respect of actions or omissions to act which occur during any period to which the amended BCA’s amended provisions pertain.
|
| | The Belgian Companies Code does not contain a limitation on liability of directors and officers. Euronav has entered into Indemnification Agreements for its directors and officers, subject to the limitations imposed by Belgian Law and to the fullest extent permitted by the law applicable to the specific agreements (i) from and against any costs, expenses or fees paid, suffered or incurred by the indemnitee in connection with any claim or proceeding, including proceedings under the U.S. Securities Act or the Exchange Act or any other U.S. federal law, state law, statute or regulation, that the indemnitee is, was, or may be threatened to be involved as a party, or otherwise, by reason of his or her capacity as director or officer of the Euronav and (ii) from and against the financial consequences of directors’ liability claims related to pollution. | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
| Indemnification. Under the BCA, for actions not by or in the right of a Marshall Islands corporation, a corporation may indemnify any person who was or is a party to any threatened or pending action or proceeding by reason of the fact that such person is or was a director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. In addition, under the BCA, in actions brought by or in right of a Marshall Islands corporation, any person who is or is threatened to be made party
to any threatened or pending action or proceeding by reason of the fact that such person is or was a director or officer of the corporation can be indemnified for expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense or settlement of the action if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, provided that indemnification is not permitted with respect to any claims in which such person has been found liable for negligence or misconduct with respect to the corporation unless the appropriate court determines that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity. Gener8 will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of us) by reason of the fact that such person is or was a director or officer of Gener8’s, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to Gener8’s best interests, and, with respect to any criminal action or proceeding, had no |
| | | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
|
reasonable cause to believe that such person’s conduct was unlawful.
Gener8 will also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of Gener8 to procure judgment in its favor by reason of the fact that such person is or was a director or officer of Gener8, or is or was serving at the request of Gener8 as a director or officer of (or in a similar capacity in respect of) another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by such person or in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to Gener8’s best interests and except that no indemnification will be made in respect of any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct in the
performance of such person’s duty to Gener8 unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
|
| | | |
|
Shareholder Meetings
|
| |||
| The Gener8 Charter and Gener8 Bylaws provide that any action required or permitted to be taken by Gener8’s shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of Gener8’s shareholders. The Gener8 Charter and Gener8 Bylaws provide that, subject to certain exceptions, only the Gener8 board of directors may call special meetings of shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. | | |
The annual general shareholders’ meeting is held at the registered office of Euronav or at the location indicated in the notice convening the meeting. This meeting is held annually on the second Thursday of May at 11 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding working day.
The Board of Directors of Euronav or the statutory auditor (or, as the case may be, the liquidators) can convene a special or extraordinary general shareholders’ meeting at any time if the interests of Euronav so require. Such general meetings must also be convened whenever requested by the shareholders who together represent a fifth of Euronav’s share capital within three weeks of their request, provided that the reason of convening a special or extraordinary general shareholders’ meeting is given.
|
|
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
|
Quorum of Shareholder
|
| |||
| Under the Gener8 Bylaws, a quorum at annual or special meetings shall be constituted by at least a majority of the outstanding shares of capital entitled to vote, present in person or represented by proxy. | | |
In general, there is no quorum requirement for the general shareholders’ meeting and decisions are taken with a simple majority of the votes, except as provided by law on certain matters.
Capital increases which are not decided by the Board of Directors of Euronav within the scope of the authorized capital, decisions with regard to the dissolution, merger, demerger and certain other reorganizations of Euronav, amendments to the articles of association (other than a change of the corporate purpose) and certain other decisions set out in the Belgian Companies Code require the presence or representation of at least 50 percent of the share capital of Euronav, and also the approval of at least 75 percent of the votes cast. If the quorum requirements are not satisfied during the first meeting, a second general shareholders’ meeting may be convened. This second general meeting can validly discuss and decide on the matter irrespective of the number of shares that are in attendance or represented. However, the special majority requirement remains applicable.
The change of the corporate purpose of Euronav and the buyback of its own shares requires the approval of at least 80 per cent. of the votes cast at a general shareholders’ meeting that, in principle, can only validly make this decision if at least 50 percent of the share capital of Euronav and at least 50 percent of the profit-participating certificates, if any, are present or represented. If these quorum requirements are not satisfied during the first meeting, a second general meeting may be convened. The second general meeting can validly discuss and decide on any matter, irrespective of the number of shares that are in attendance or represented. However, the special majority requirement remains applicable.
|
|
|
Voting Rights
|
| |||
| Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders, and will not be entitled to cumulate votes for the election of directors. Election of directors will be by plurality of votes cast, and, except as described below, all other matters will be by a majority of the votes cast. Except as required by law and by the terms of any series of preferred stock designated by the board of directors pursuant to the Gener8 Charter, Gener8 common shares have the exclusive right to vote for the election of directors and for all other purposes. Gener8 common shares vote together as a single class. | | | All shareholders have the same voting rights. Each share carries one vote. | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
|
Shareholder Proposals and Nominations
|
| |||
| The Gener8 Bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at Gener8’s principal executive offices not less than 150 days nor more than 180 days before the first anniversary of the preceding year’s annual meeting of shareholders. The Gener8 Bylaws also specify requirements as to the form and content of a shareholder’s notice. | | |
Shareholders who, alone or jointly, hold at least 3 percent of Euronav’s share capital may add items to the agenda of shareholders’ meetings and file resolution proposals in relation to items put or to be put on the agenda of such meetings. Requests thereto must be sent in writing and must be received by the Board of Directors of Euronav at least 22 days before the date of the general meeting.
This right does not apply to shareholders’ meetings convened following a first shareholders’ meeting which could not validly deliberate because the required attendance quorum was not reached.
|
|
|
Shareholder Action Without a Meeting
|
| |||
| Under the Gener8 Bylaws, any action required to be permitted or to be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action is taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. | | | The shareholders may take action by written consent of all shareholders. | |
|
Amendments of Governing Instruments
|
| |||
| The Gener8 Charter requires the affirmative vote of the holders of not less than 80% of the shares entitled to vote in an election of directors to amend, alter, change or repeal the following provisions in the Gener8 Charter: (i) the classified board and director removal provisions; (ii) the requirement that action by written consent of the shareholders be taken by unanimous written consent; (iii) limitations on the power of Gener8’s shareholders to amend the Gener8 Bylaws or to call special meetings of shareholders; (iv) the ability to remove a director for cause; and (v) the limitation on business combinations between us and interested shareholders. | | | A resolution to amend the provisions of the articles of association of Euronav must be passed in a general meeting of shareholders in which at least half of the issued share capital is represented and by at least three-quarters of the votes cast (or four-fifths of the votes cast in the event of an amendment to the provisions of the articles of association dealing with the corporate purpose). Should the required proportion of the capital not be represented in a meeting called for this purpose, a new meeting shall be convened, which meeting may pass the resolution to amend the provisions of the articles of association of Euronav irrespective of the proportion of the issued share capital represented, but with at least three-quarters of the votes cast (or four-fifths for amendments to the provisions of the articles of association dealing with the corporate purpose). | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
|
Preemptive Rights
|
| |||
| Holders of Gener8 common shares do not have preemptive rights to subscribe to any of Gener8’s securities. | | |
The shareholders do not have preemptive rights. However, in the event of an increase of capital in cash through the issue of new shares or in the case of the issue of convertible bonds or warrants, the (existing) shareholders have a preferential subscription right with regard to new shares, convertible bonds or warrants, pro rata to their existing shareholding. This preferential subscription right is transferable during the period of subscription and within the limits of transferability of the securities to which they relate. The general shareholders’ meeting can resolve to limit or cancel the preferential subscription right. The same quorum and majority requirements apply to such a resolution as to a resolution for any amendment to the articles of association and is subject to special reporting circumstances.
The shareholders have authorized the Board of Directors to restrict or cancel the preferential subscription right in the context of the authorized capital.
|
|
|
Derivative Actions
|
| |||
| Under the BCA, any of Gener8’s shareholders may bring an action in Gener8’s name to procure a judgment in its favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates. | | |
An actio mandati, a derivative suit instituted on behalf of a company by its shareholders against the company’s directors for breaches of the law, the articles of association or faults in their management are generally available to shareholders. The decision to bring a suit must be made by the vote at a shareholders’ meeting of a simple majority unless a company’s articles of association provide differently.
Minority shareholders are permitted to bring a suit against the company’s directors on behalf of the company provided that (i) such shareholders jointly hold at least 1 percent of the outstanding shares of the company or hold at least EUR 1,250,000.00 of the company’s capital on the date on which release from liability is granted to a director and (ii) the shareholders instituting the suit voted against the release from liability, abstained from voting or were not present at the relevant meeting at which a director’s release from liability was decided.
|
|
|
Anti-Takeover Provisions
|
| |||
| Blank Check Preferred Shares. Under the terms of the Gener8 Charter, the Gener8 board of directors has the authority, without any further vote or action by Gener8 shareholders, to authorize an issuance of up to 25 million shares of blank check preferred stock. The Gener8 board of directors may issue shares of preferred stock on terms calculated to | | | The Board of Directors of Euronav is competent to make use of the authorization to increase the company’s share capital after the date on which the company has been notified by the Financial Services and Markets Authority that a public purchase offer has been launched on its securities, provided that the decision to increase the capital was taken by the | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
| discourage, delay or prevent a change of control of Gener8 or the removal of its management. | | | Board of Directors of Euronav before the thirteenth of May 2018. | |
| Classified Board of Directors. The Gener8 Charter provides for the division of Gener8’s board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms beginning upon the expiration of the initial term for each class. Approximately one-third of Gener8’s board of directors will be elected each year. This classified board provision could discourage a third-party from making a tender offer for Gener8 shares or attempting to obtain control of Gener8. It could also delay shareholders who do not agree with the policies of the Gener8 board of directors from removing a majority of Gener8 board of directors for up to two years. | | | | |
| Business Combinations. Although the BCA does not contain specific provisions regarding “business combinations” between corporations organized under the laws of the Republic of the Marshall Islands and “interested shareholders,” the Gener8 Charter includes these provisions. The Gener8 Charter contains provisions which prohibit them from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder, unless: (i) prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, Gener8’s board approved the business combination or the transaction that resulted in the shareholder becoming an interested shareholder; (ii) upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of Gener8 outstanding at the time the transaction commenced, other than certain excluded shares; (iii) on or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 662∕3% of the outstanding voting stock that is not owned by the interested shareholder; (iv) the shareholder is Peter C. Georgiopoulos or an affiliate or associate thereof; or (v) the shareholder is the owner of 15% or more of the outstanding voting stock of Gener8 at the time of the consummation of this offering. For purposes of these provisions, a “business combination” includes mergers, consolidations, exchanges, asset sales, leases and | | | | |
|
Gener8 Maritime, Inc.
|
| |
Euronav NV
|
|
|
other transactions resulting in a financial benefit to the interested shareholder and an “interested shareholder” is any person or entity that beneficially owns 15% or more of Gener8’s outstanding voting stock and any person or entity affiliated with or controlling or controlled by that person or entity.
Additionally, the provisions of the Gener8 Charter and the Gener8 Bylaws, which are summarized under the headings “Directors,” “Shareholder Meetings,” “Shareholder Proposals and Nominations,” and “Amendments of Governing Instruments” in this Comparison of Rights of Euronav NV Shareholders and Holders of Gener8 Common Shares section may have anti-takeover effects.
|
| | | |
|
Marshall Islands
|
| |
Belgium
|
|
|
Shareholder Meetings
|
| |||
|
Held at a time and place as designated in the bylaws.
|
| | An annual shareholders’ meeting will be held at such time and place as designated in the articles of association, or if not so designated, as determined in the notice for the meeting. | |
| Special meetings of the shareholders may be called by the Board of Directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws. | | | Special or extraordinary meetings of shareholders may be called by the Board of Directors or the statutory auditor (or liquidators, if appropriate) or must be called when one or more shareholders holding at least one-fifth of the share capital so demands. | |
| May be held in or outside of the Marshall Islands. | | | In general, meetings must be held in Belgium. Extraordinary shareholders’ meeting before a Belgian notary public must be held in Belgium. | |
| Notice: | | | Notice: | |
|
•
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is an annual meeting, shall indicate that it is being issued by or at the direction of the person calling the meeting.
|
| |
•
The invitations to the general meeting shall state the agenda and shall be sent at least fifteen (15) days beforehand to the holders of shares, convertible bonds and warrants, to the directors and to the statutory auditor(s), if any, by means of a registered postal letter or any other means of communication.
|
|
|
•
A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.
|
| | | |
|
Shareholders’ Voting Rights
|
| |||
|
Any action required to be taken by a meeting of shareholders may be taken without a meeting if consent is in writing and is signed by all the shareholders entitled to vote.
Any person authorized to vote may authorize another person or persons to act for him by proxy.
Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one third of the shares entitled to vote at a meeting.
The articles of incorporation may provide for cumulative voting in the election of directors. Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of outstanding shares at a shareholder meeting.
|
| | Unless otherwise provided for in the articles of association of a company, and except for decisions that need to be enacted by a Belgian notary public, shareholders may take action by written consent of all shareholders. | |
|
Marshall Islands
|
| |
Belgium
|
|
| Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting. Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation. Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation. |
| | | |
|
Directors
|
| |||
| The board of directors must consist of at least one member. | | | The Board of Directors must consist of at least three members (except in the event that there are no more than two shareholders, in which case the Board of Directors may consist of two members). | |
|
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board of directors under the specific provisions of a bylaw.
If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire Board of Directors and so long as no decrease in the number shortens the term of any incumbent director.
|
| | Number of directors shall be fixed in a manner provided in the articles of association. If no number is specified therein, the number of directors is decided at a shareholders’ meeting in accordance with the provisions of the articles of association on this matter, if any. Any deviation from a stipulated minimum or maximum number of directors may only be made by amendment of the articles of association. | |
|
Dissenter’s Rights of Appraisal
|
| |||
| Under the BCA, Gener8 shareholders have the right to dissent from various corporate actions, including certain mergers or consolidations and the sale of all or substantially all of Gener8’s assets not made in the usual course of business, and receive payment of the fair value of their shares. Among other things, the right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be available if for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 | | | No such rights are provided for under Belgian law. | |
|
Marshall Islands
|
| |
Belgium
|
|
| holders. In the event of any further amendment of the Gener8 Charter, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that Gener8 and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange. | | | | |
|
•
Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
|
| | | |
|
Shareholder’s Derivative Actions
|
| |||
|
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the Board of Directors or the reasons for not making such effort.
Such action shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of The Marshall Islands.
Attorneys’ fees may be awarded if the action is successful.
A corporation may require a plaintiff to bring a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000.
|
| |
An actio mandati, a derivative suit instituted on behalf of a company by its shareholders against the company’s directors for breaches of the law, the articles of association or faults in their management are generally available to shareholders. The decision to bring a suit must be made by the vote at a shareholders’ meeting of a simple majority unless a company’s articles of association provide differently.
Minority shareholders are permitted to bring a suit against the company’s directors on behalf of the company provided that (i) such shareholders jointly hold at least 1% of the outstanding shares of the company or hold at least EUR 1,250,000.00 of the company’s capital on the date on which release from liability is granted to a director and (ii) the shareholders instituting the suit voted against the release from liability, abstained from voting or were not present at the relevant meeting at which a director’s release from liability was decided.
|
|
| | |
Page
|
| |||
ARTICLE I
CERTAIN DEFINITIONS |
| ||||||
| | | | A-1 | | | |
ARTICLE II
THE MERGER |
| ||||||
| | | | A-11 | | | |
ARTICLE III
EFFECT OF THE MERGER |
| ||||||
| | | | A-12 | | | |
| | | | A-13 | | | |
| | | | A-13 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
| ||||||
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-26 | | | |
| | | | A-27 | | | |
| | | | A-27 | | | |
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB |
| ||||||
| | | | A-28 | | |
| | |
Page
|
| |||
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-30 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
ARTICLE VI
CONDUCT OF BUSINESS PENDING THE MERGER |
| ||||||
| | | | A-38 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-46 | | | |
ARTICLE VII
COVENANTS OF PARENT |
| ||||||
| | | | A-46 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
ARTICLE VIII
COVENANTS OF PARENT AND THE COMPANY |
| ||||||
| | | | A-48 | | | |
| | | | A-50 | | |
| | |
Page
|
| |||
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
ARTICLE IX
CONDITIONS TO THE MERGER |
| ||||||
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
ARTICLE X
TERMINATION |
| ||||||
| | | | A-55 | | | |
| | | | A-56 | | | |
ARTICLE XI
MISCELLANEOUS |
| ||||||
| | | | A-56 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-60 | | | |
| | | | A-60 | | | |
| | | | A-60 | | | |
| | | | A-60 | | | |
| | | | A-60 | | | |
| | | | A-60 | | | |
| | | | A-1 | | | |
| | | | Sch-1 | | |
Term
|
| |
Section
|
|
Adjournment Period | | | Section 8.1(d) | |
Adverse Recommendation Change | | | Section 6.4(a) | |
Agreement | | | Preamble | |
Term
|
| |
Section
|
|
Articles of Merger | | | Section 2.1(c) | |
BlueMountain | | | Section 3.2(d) | |
Closing | | | Section 2.1(b) | |
Closing Date | | | Section 2.1(b) | |
Company | | | Preamble | |
Company Board | | | Recitals | |
Company Board Recommendation | | | Section 4.2(b) | |
Company Charter Documents | | | Section 4.1 | |
Company Disclosure Information | | | Section 4.8 | |
Company Group Charter Documents | | | Section 4.5(b) | |
Company Interested Party Transaction | | | Section 4.24(a) | |
Company Leased Vessels | | | Section 4.14(a) | |
Company Owned Vessels | | | Section 4.14(a) | |
Company SEC Documents | | | Section 4.6(a) | |
Company Securities | | | Section 4.4(b) | |
Company Shareholders Approval | | | Section 4.2(a) | |
Company Shareholders Meeting | | | Section 8.1(d) | |
Company Subsidiary Charter Documents | | | Section 4.5(b) | |
Company Subsidiary Securities | | | Section 4.5(c) | |
Company Termination Fee | | | Section 11.4(b) | |
Confidentiality Agreement | | | Section 6.3 | |
D&O Insurance | | | Section 7.1(c) | |
Effective Time | | | Section 2.1(c) | |
End Date | | | Section 10.1(b)(i) | |
Equitable Exceptions | | | Section 4.2(a) | |
ERISA | | | Section 4.17(e) | |
Exchange Fund | | | Section 3.3(a) | |
Indemnified Person | | | Section 7.1(a) | |
intentional breach | | | Section 10.2 | |
Kramer Levin | | | Section 8.8 | |
Letter of Transmittal | | | Section 3.3(b)(i) | |
Material Company Breach | | | Section 10.1(e) | |
Material Parent Breach | | | Section 10.1(d) | |
Merger | | | Recitals | |
Merger Sub | | | Preamble | |
Note and Guarantee Amendment | | | Section 3.2(d) | |
Notice Period | | | Section 6.4(b)(ii) | |
OFAC | | | Section 4.25 | |
Parent | | | Preamble | |
Parent Board | | | Recitals | |
Parent Charter Documents | | | Section 5.1 | |
Parent Disclosure Information | | | Section 5.8 | |
Parent Group Charter Documents | | | Section 5.5(b) | |
Term
|
| |
Section
|
|
Parent Leased Vessels | | | Section 5.14(a) | |
Parent Owned Vessels | | | Section 5.14(a) | |
Parent SEC Documents | | | Section 5.6(a) | |
Parent Securities | | | Section 5.4(b) | |
Parent Subsidiary Charter Documents | | | Section 5.5(b) | |
Parent Subsidiary Securities | | | Section 5.5(c) | |
Party or Parties | | | Preamble | |
Policies | | | Section 4.20 | |
Premium Cap | | | Section 7.1(c) | |
Proxy Statement | | | Section 8.1(a) | |
Registration Statement | | | Section 8.1(a) | |
Superior Proposal | | | Section 6.4(d) | |
Surviving Corporation | | | Section 2.1(a) | |
Takeover Statute | | | Section 4.23 | |
Transaction Committee | | | Recitals | |
Transaction Committee Recommendation | | | Section 4.2(b) | |
Transfer Taxes | | | Section 8.7 | |
Undistributed Parent Shares | | | Section 3.3(a) | |
| | | | EURONAV NV | | |||
| | | | By: | | |
/s/ P.J. Rodgers
|
|
| | | | | | | Name: P.J. Rodgers | |
| | | | | | | Title: Chief Executive Officer | |
| | | | By: | | |
/s/ H. De Stoop
|
|
| | | | | | | Name: H. De Stoop | |
| | | | | | | Title: CFO | |
| | | | EURONAV MI INC. | | |||
| | | | By: | | |
/s/ H. De Stoop
|
|
| | | | | | | Name: H. De Stoop | |
| | | | | | | Title: Secretary | |
| | | | GENER8 MARITIME, INC. | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | GENER8 MARITIME, INC. | | |||
| | | | By: | | |
|
|
| | | | | | | Name: Leonard J. Vrondissis | |
| | | | | | | Title: Chief Financial Officer and Executive Vice President | |
| | | |
Name
|
| |
Post Office Address
|
|
| | | | Majuro Nominees Ltd. | | | P.O. Box 1405 Majuro Marshall Islands |
|
| | | | EURONAV NV | | ||||||
| | | | By: | | | /s/ P.J. Rodgers | | | | |
| | | | Name: | | | P.J. Rodgers | | | | |
| | | | Title: | | | Chief Executive Officer | | | | |
| | | | By: | | | /s/ H. De Stoop | | | | |
| | | | Name: | | | H. De Stoop | | | | |
| | | | Title: | | | CFO | | | | |
| | | | ARF II MARITME HOLDINGS LLC | | ||||||
| | | | By: | | | /s/ Steven D. Smith | | | | |
| | | | Name: | | | Steven D. Smith | | | | |
| | | | Title: | | | | | | | |
| | | | ARF II MARITIME EQUITY PARTNERS LP | | ||||||
| | | | By: | | | /s/ Steven D. Smith | | | | |
| | | | Name: | | | Steven D. Smith | | | | |
| | | | Title: | | | | | | | |
| | | | ARF II MARITIME EQUITY CO-INVESTORS LLC | | ||||||
| | | | By: | | | /s/ Steven D. Smith | | | | |
| | | | Name: | | | Steven D. Smith | | | | |
| | | | Title: | | | | | | | |
| | | | BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN DISTRESSED MASTER FUND L.P. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN TIMBERLINE LTD. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN KICKING HORSE FUND L.P. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | BLUEMOUNTAIN SUMMIT TRADING L.P. By: BlueMountain Capital Management, LLC, its investment manager |
| | |||
| | | | By: | | | /s/ David M. O’Mara | | |
| | | | | | | Name: David M. O’Mara | | |
| | | | | | | Title: Deputy General Counsel | | |
| | | | TWIN HAVEN SPECIAL OPPORTUNITIES FUND IV, L.P. |
| | |||
| | | | By: Twin Haven Capital Partners LLC, its investment manager |
| | |||
| | | | By: | | | /s/ Michael Vinci | | |
| | | | | | | Name: Michael Vinci | | |
| | | | | | | Title: COO/CFO | | |
| | | |
Shareholder
Name and Contact Information |
| |
Shares of
Common Stock |
| |
Nominee (if any)
and Existing Shares Held Thereby |
|
| | | | Ethan Auerbach 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
0
|
| | | |
| | | | Sean Bradley 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
41,944
|
| | | |
| | | | Peter C. Georgiopoulos 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
865,103
|
| | | |
| | | | Milton H. Gonzales, Jr. 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
41,944
|
| | | |
| | | | Dan Ilany 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
0
|
| | | |
| | | | Adam Pierce 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
9,584
|
| | | |
| | | | Roger Schmitz 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
9,584
|
| | | |
| | | |
Shareholder
Name and Contact Information |
| |
Shares of
Common Stock |
| |
Nominee (if any)
and Existing Shares Held Thereby |
|
| | | | John P. Tavlarios 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
67,110
|
| | | |
| | | | Leonard J. Vrondissis 299 Park Avenue, 2nd Floor New York, NY 10171 Phone: 212-763-5600 |
| |
58,495
|
| | | |
| | | | ARF II Maritime Equity Co-Investors LLC c/o Aurora Resurgence Management Partners LLC 10877 Wilshire Blvd, Suite 2100 Los Angeles, CA 90024 Attn: General Counsel Email: thart@auroracap.com |
| |
2,162,162
|
| | | |
| | | | ARF II Maritime Equity Partners L.P. c/o Aurora Resurgence Management Partners LLC 10877 Wilshire Blvd, Suite 2100 Los Angeles, CA 90024 Attn: General Counsel Email: thart@auroracap.com |
| |
48,378
|
| | | |
| | | | ARF II Maritime Holdings LLC c/o Aurora Resurgence Management Partners LLC 10877 Wilshire Blvd, Suite 2100 Los Angeles, CA 90024 Attn: General Counsel Email: thart@auroracap.com |
| |
4,054,054
|
| | | |
| | | | Blue Mountain Credit Alternatives Master Fund L.P. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
3,069,447
|
| | | |
| | | |
Shareholder
Name and Contact Information |
| |
Shares of
Common Stock |
| |
Nominee (if any)
and Existing Shares Held Thereby |
|
| | | | BlueMountain Credit Opportunities Master Fund I L.P. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
1,179,786
|
| | | |
| | | | BlueMountain Distressed Master Fund L.P. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
58,045
|
| | | |
| | | | BlueMountain Guadalupe Peak Fund L.P. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
332,991
|
| | | |
| | | | BlueMountain Kicking Horse Fund L.P. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
405,334
|
| | | |
| | | | BlueMountain Montenvers Master Fund SCA SICAV-SIF c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
1,589,135
|
| | | |
| | | | BlueMountain Strategic Credit Master Fund L.P. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
178,264
|
| | | |
| | | |
Shareholder
Name and Contact Information |
| |
Shares of
Common Stock |
| |
Nominee (if any)
and Existing Shares Held Thereby |
|
| | | | BlueMountain Summit Trading L.P. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
101,020
|
| | | |
| | | | BlueMountain Timberline Ltd. c/o BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, NY 10017 Attn: General Counsel Email: legalnotices@bmcm.com |
| |
928,882
|
| | | |
| | | | OCM Marine Holdings TP, L.P. c/o Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 |
| |
11,923,244
|
| | | |
| | | | Opps Marine Holdings TP, L.P. c/o Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 |
| |
1,129,290
|
| | | |
| | | | Twin Haven Special Opportunities Fund IV, L.P. c/o Twin Haven Capital Partners, L.L.C. 33 Riverside Avenue, 3rd Floor Westport, CT 06880 |
| |
3,000,000
|
| | Pershing LLC (2,460,170 shares in certificate form and 539,830 shares in electronic form) | |
| | | | EURONAV NV (Registrant) |
| |||
| | | | By: | | | /s/ Patrick Rodgers | |
| | | | Name: | | | Patrick Rodgers | |
| | | | Title: | | | Chief Executive Officer | |
Signature
|
| |
Title
|
|
/s/ Patrick Rodgers
|
| |
Chairman and Chief Executive Officer
(Principal Executive Officer) and Director |
|
/s/ *
Hugo De Stoop
|
| |
Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)
|
|
/s/ *
Carl Steen
|
| |
Director
|
|
/s/ *
Daniel R. Bradshaw
|
| |
Director
|
|
/s/ *
William Thomson
|
| |
Director
|
|
/s/ *
Anne-Hélène Monsellato
|
| |
Director
|
|
/s/ *
Ludovic Saverys
|
| |
Director
|
|
/s/ *
Grace Reksten Skaugen
|
| |
Director
|
|
* By: /s/ Gary J. Wolfe
|
| | | |
| | | | By: | | | /s/ Donald J. Puglisi | |
| | | | Name: | | | Donald J. Puglisi | |
| | | | Title: | | | Authorized Representative in the United States | |
This ‘F-4/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/22 | ||||
6/19/20 | ||||
1/1/20 | ||||
5/13/19 | ||||
12/31/18 | ||||
8/14/18 | ||||
7/31/18 | ||||
6/30/18 | ||||
5/16/18 | ||||
5/15/18 | ||||
Filed as of: | 5/7/18 | |||
Filed on: | 5/4/18 | |||
5/3/18 | ||||
5/2/18 | ||||
4/30/18 | 6-K | |||
4/26/18 | 6-K | |||
4/25/18 | ||||
4/24/18 | F-4/A | |||
4/18/18 | 6-K | |||
4/17/18 | 20-F | |||
4/4/18 | ||||
4/3/18 | 6-K | |||
4/2/18 | ||||
3/31/18 | 6-K | |||
3/30/18 | F-4/A | |||
3/29/18 | ||||
3/28/18 | ||||
3/26/18 | ||||
3/15/18 | ||||
3/14/18 | ||||
3/12/18 | ||||
3/9/18 | ||||
3/8/18 | ||||
2/28/18 | 6-K | |||
2/15/18 | ||||
2/13/18 | ||||
2/12/18 | ||||
2/9/18 | ||||
2/1/18 | SC 13G/A | |||
1/31/18 | 6-K | |||
1/8/18 | ||||
1/1/18 | ||||
12/31/17 | 20-F, 6-K | |||
12/22/17 | 425, 6-K | |||
12/21/17 | 425, UPLOAD | |||
12/20/17 | ||||
12/19/17 | ||||
12/18/17 | ||||
12/17/17 | ||||
12/14/17 | ||||
12/13/17 | ||||
12/12/17 | ||||
12/7/17 | ||||
12/6/17 | ||||
11/30/17 | 6-K | |||
11/22/17 | ||||
11/20/17 | ||||
11/19/17 | ||||
11/17/17 | ||||
11/16/17 | ||||
11/13/17 | ||||
11/10/17 | ||||
11/9/17 | ||||
11/8/17 | ||||
11/7/17 | ||||
11/2/17 | 6-K | |||
10/30/17 | ||||
10/24/17 | ||||
10/20/17 | ||||
10/19/17 | 6-K | |||
10/18/17 | ||||
10/16/17 | ||||
10/12/17 | ||||
10/11/17 | ||||
10/6/17 | ||||
10/1/17 | ||||
9/30/17 | ||||
9/26/17 | ||||
9/22/17 | ||||
9/21/17 | ||||
9/19/17 | ||||
9/11/17 | ||||
9/5/17 | ||||
8/25/17 | ||||
8/17/17 | ||||
8/3/17 | ||||
7/27/17 | 6-K | |||
7/25/17 | ||||
7/20/17 | ||||
7/18/17 | ||||
7/15/17 | ||||
7/14/17 | ||||
7/13/17 | ||||
7/6/17 | ||||
6/30/17 | 6-K | |||
6/27/17 | ||||
6/26/17 | ||||
6/15/17 | ||||
6/12/17 | ||||
6/8/17 | ||||
6/6/17 | ||||
6/5/17 | ||||
6/1/17 | 6-K | |||
5/25/17 | ||||
5/17/17 | 6-K | |||
5/16/17 | 6-K | |||
5/12/17 | ||||
5/9/17 | 6-K | |||
5/4/17 | ||||
5/3/17 | ||||
5/2/17 | ||||
4/28/17 | ||||
4/26/17 | ||||
4/25/17 | ||||
4/24/17 | ||||
4/18/17 | 6-K | |||
4/13/17 | ||||
4/6/17 | ||||
4/4/17 | 6-K | |||
3/31/17 | 6-K | |||
3/24/17 | ||||
3/20/17 | ||||
1/5/17 | 6-K | |||
1/1/17 | ||||
12/31/16 | 20-F, 6-K | |||
12/15/16 | ||||
12/8/16 | ||||
10/20/16 | ||||
9/30/16 | ||||
9/13/16 | ||||
7/27/16 | ||||
7/19/16 | ||||
6/30/16 | 6-K | |||
6/29/16 | ||||
1/1/16 | ||||
12/31/15 | 20-F, CORRESP | |||
12/28/15 | ||||
11/30/15 | 6-K | |||
9/3/15 | ||||
8/31/15 | 6-K | |||
6/25/15 | ||||
6/24/15 | ||||
6/22/15 | ||||
5/7/15 | ||||
1/23/15 | 424B3, 424B4, F-1MEF, FWP | |||
1/21/15 | 8-A12B, F-4/A | |||
12/31/14 | 20-F | |||
3/28/14 | ||||
12/31/13 | ||||
12/11/13 | ||||
2/14/13 | ||||
12/31/12 | ||||
5/17/12 | ||||
4/5/12 | ||||
11/30/11 | ||||
8/1/08 | ||||
1/1/08 | ||||
11/28/06 | ||||
10/27/06 | ||||
12/22/03 | ||||
6/26/03 | ||||
8/2/02 | ||||
5/7/99 | ||||
8/20/96 | ||||
List all Filings |