LONDON, May 6, 2021 /CNW/ - Atlas Corp. ("Atlas") (NYSE:
ATCO) today announced that it has extended the expiration of its
offer to exchange (the "Exchange Offer") up to $80,000,000 aggregate principal amount of 7.125%
Notes due 2027 (the "ATCO Notes"), which have been registered under
the Securities Act of 1933, as amended, for any and all outstanding
$80,000,000 aggregate principal
amount of 7.125% Notes due 2027 of its subsidiary, Seaspan
Corporation (the "Seaspan Notes"). The Seaspan Notes were
originally issued in October 2017.
Holders of Seaspan Notes may tender some or all of their Seaspan
Notes pursuant to the Exchange Offer.
The Exchange Offer was scheduled to expire at 5:00 p.m. New York
City time on Wednesday, May 5,
2021 and will now expire at 5:00
p.m. New York City time on
May 12, 2021 (the "Extended
Expiration Date"), unless further extended by Atlas. As of
5:00 p.m. on May 5, 2021, $49,793,775 aggregate principal amount of Seaspan
Notes has been tendered and not withdrawn in the Exchange Offer,
satisfying the minimum tender condition. The extension has been
made to allow time to facilitate further tenders expected from
holders of the Seaspan Notes. After completion of the Exchange
Offer, the ATCO Notes are expected to be listed on the Nasdaq Bond
Exchange.
The terms of the ATCO Notes to be issued in the Exchange Offer
are substantially similar in all material respects to the terms of
the Seaspan Notes, except that the ATCO Notes will (i) be
obligations of Atlas, not Seaspan, (ii) be redeemable at Atlas's
option, in whole or in part, at any time on or after the
second-year anniversary of their date of issuance, at a redemption
price equal to 100% of their principal amount, plus accrued and
unpaid interest to, but not including, the redemption date, (iii)
exclude a covenant requiring that the primary business of Atlas and
its subsidiaries, taken as a whole, be the direct or indirect
ownership, management, operation, leasing or chartering of
container vessels and containers and any business incidental
thereto, and (iv) exclude a covenant requiring Atlas to provide
holders of the ATCO Notes with certain reports and information in
the event of a cross default.
Tenders of Seaspan Notes may be validly withdrawn at any time at
or prior to the Extended Expiration Date, but tenders will
thereafter be irrevocable, except in certain limited circumstances
where additional withdrawal rights are required by law as
determined by Atlas. Settlement of the Exchange Offer will occur
promptly following the Extended Expiration Date and is expected to
be May 17, 2021, unless extended by
Atlas (the "Settlement Date").
Holders of Seaspan Notes that do not exchange their Seaspan
Notes for ATCO Notes will continue to hold unlisted Seaspan
Notes. No consents to any amendment or waiver of the terms of
the indenture governing the Seaspan Notes are being solicited in
connection with the Exchange Offer.
The Exchange Offer is being made on the terms and subject to the
conditions specified in Atlas's Offer to Exchange, dated
April 7, 2021 (the "Exchange Offer
Prospectus"), filed with the United States Securities and Exchange
Commission (the "SEC"). The Exchange Offer is subject to customary
conditions, including that (i) the Exchange Offer, or the making of
any exchange by a holder of Seaspan Notes, would not violate
applicable law or any applicable interpretation of the SEC staff,
(ii) the Seaspan Notes are validly tendered in accordance with the
Exchange Offer, (iii) any governmental approval has been obtained
that Atlas believes, in its sole discretion, is necessary for the
completion of the Exchange Offer as outlined in the Exchange Offer
Prospectus and (iv) no action or proceeding is instituted or
threatened in any court or by or before any governmental agency
with respect to the Exchange Offer which, in Atlas's judgment,
would reasonably be expected to impair its ability to proceed with
the Exchange Offer.
D.F. King & Co., Inc. is serving as exchange agent and
information agent for the Exchange Offer. Questions or requests for
assistance related to the Exchange Offer or for copies of the
Exchange Offer Prospectus may be directed to D.F. King & Co.,
Inc. as follows: 48 Wall Street, 22nd Floor, New York, NY 10005, By Facsimile Transmission
(for Eligible Institutions Only): (212) 709-3328 or by email to
atco@dfking.com.
The Exchange Offer Prospectus is available on the SEC's website
at www.sec.gov.
Holders whose Seaspan Notes are registered in the name of the
broker, dealer, commercial bank, trust company or other nominee
that wish to tender Seaspan Notes in the Exchange Offer should
promptly contact the person in whose name the Seaspan Notes are
registered and instruct that person to tender on such holder's
behalf. Beneficial owners wishing to accept the Exchange Offer
should contact their broker, dealer, commercial bank, trust company
or other nominee as soon as possible in order to determine the
times by which action must be taken in order to accept the Exchange
Offer.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About Atlas
Atlas is a leading global asset management company,
differentiated by its position as a best-in-class owner and
operator with a focus on deploying capital to create sustainable
shareholder value. Atlas brings together an experienced asset
management team with deep operational and capital allocation
experience. We target long-term, risk adjusted returns across
high-quality infrastructure assets in the maritime sector, energy
sector and other infrastructure verticals. Our two portfolio
companies, Seaspan Corporation and APR Energy Ltd. are unique,
industry-leading operating platforms in the global maritime and
energy spaces, respectively.
About Seaspan
Seaspan is a leading independent owner and operator of
containerships. We charter our vessels primarily pursuant to
long-term, fixed-rate time charters to the world's largest
container shipping liners. At December 31,
2020, Seaspan's fleet consists of 127 containerships
representing total capacity of approximately 1,073,200 TEU. We also
have 37 vessels under construction and have agreed to purchase four
second-hand vessels with aggregate TEU of 597,000, increasing total
capacity to 1,670,200 TEU, on a fully delivered basis.
Cautionary Note Regarding Forward-Looking Statements
This release contains certain forward-looking statements (as
such term is defined in Section 21E of the Securities Exchange Act
of 1934, as amended) concerning future events, including
forward-looking statements regarding the anticipated Extended
Expiration Date and Settlement Date, the potential consummation of
the Exchange Offer and the potential fulfilment or failure of
conditions to the Exchange Offer. Statements that are predictive in
nature, that depend upon or refer to future events or conditions,
or that include words such as "expects", "anticipates", "intends",
"plans", "believes", "estimates", "projects", "forecasts", "will",
"may", "potential", "should", and similar expressions are
forward-looking statements. These forward-looking statements
reflect management's current expectations only as of the date of
this release. As a result, you are cautioned not to rely on any
forward-looking statements. Although these statements are based
upon assumptions that we believe to be reasonable based upon
available information, they are subject to risks and uncertainties.
These risks and uncertainties include, but are not limited to: the
risk that tenders of Seaspan Notes may be insufficient to satisfy
the Minimum Tender Condition, the risk that other conditions to the
Exchange Offer will not be satisfied or waived, the risk that the
Exchange Offer will not be consummated on the terms and conditions
set forth in the Exchange Offer Prospectus or at all, the risk that
we may amend, terminate or extend the Exchange Offer, the risk that
the Extended Expiration Date, Settlement Date and other dates and
time periods for the Exchange Offer may be delayed or extended, the
risk that the ATCO Notes may not be admitted for listing and
trading on the Nasdaq Bond Exchange, and other factors detailed
from time to time in our periodic reports and filings with the SEC,
including Atlas's Annual Report on Form 20-F for the year ended
December 31, 2020 filed with the SEC
on March 19, 2021. We expressly
disclaim any obligation to update or revise any of these
forward-looking statements, whether because of future events, new
information, a change in our views or expectations, or otherwise.
We make no prediction or statement about the performance of any of
our securities.
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SOURCE Atlas Corp.