Report of Foreign Issuer (6-k)
February 22 2018 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 22, 2018
Commission File Number
1-32591
SEASPAN CORPORATION
(Exact name of Registrant as specified in its charter)
Unit 2, 2nd
Floor, Bupa Centre,
141 Connaught Road West,
Hong Kong
China
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form
20-F
or Form
40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the
Form 6-K
in paper as permitted by
Regulation S-T
Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the
Form 6-K
in paper as permitted by
Regulation S-T
Rule 101(b)(7).
Yes ☐ No ☒
THIS REPORT ON FORM
6-K
IS HEREBY INCORPORATED BY REFERENCE INTO THE
FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:
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REGISTRATION STATEMENT ON FORM
F-3D
(FILE NO.
333-151329)
FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC)
ON MAY 30, 2008;
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REGISTRATION STATEMENT ON FORM
S-8
(FILE NO.
333-173207)
FILED WITH THE SEC ON MARCH 31, 2011;
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO.
333-180895)
FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013;
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REGISTRATION STATEMENT ON FORM
S-8
(FILE NO.
333-189493)
FILED WITH THE SEC ON JUNE 20, 2013;
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO.
333-195571)
FILED WITH THE SEC ON APRIL 29, 2014, AS AMENDED ON MARCH 3, 2017 AND
APRIL 19, 2017;
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO.
333-200639)
FILED WITH THE SEC ON NOVEMBER 28, 2014, AS AMENDED ON MARCH 3, 2017
AND APRIL 19, 2017;
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REGISTRATION STATEMENT ON FORM
S-8
(FILE NO.
333-200640)
FILED WITH THE SEC ON NOVEMBER 28, 2014;
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REGISTRATION STATEMENT ON FORM
F-3D
(FILE NO.
333-202698)
FILED WITH THE SEC ON MARCH 12, 2015;
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO.
333-211545)
FILED WITH THE SEC ON MAY 23, 2016, AS AMENDED ON MARCH 3, 2017,
MARCH 7, 2017 AND APRIL 19, 2017;
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REGISTRATION STATEMENT ON FORM
S-8
(FILE NO.
333-212230)
FILED WITH THE SEC ON JUNE 24, 2016;
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO.
333-220176)
FILED WITH THE SEC ON AUGUST 25, 2017; and
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REGISTRATION STATEMENT ON FORM
S-8
(FILE NO.
333-222216)
FILED WITH THE SEC ON DECEMBER 21, 2017
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Item 1 Information Contained in this
Form 6-K Report
Fairfax Investment
As previously announced, on
February 14, 2018, Seaspan Corporation (the Company) completed the sale of $250 million aggregate principal amount of 5.50% Senior Notes due 2025 (the Notes) and warrants to purchase 38,461,539 Class A common
shares of the Company to Fairfax Financial Holdings Limited, through certain of its affiliates, for an aggregate purchase price of $250 million.
In connection with the issuance of the Notes, on February 22, 2018, (i) the Company, certain subsidiary
guarantors specified therein (the Guarantors) and The Bank of New York Mellon, as trustee (the Trustee), entered into a third supplemental indenture (the Third Supplemental Indenture) to the Indenture, dated
October 10, 2017, between the Company and the Trustee, as amended and supplemented by a second supplemental indenture, dated February 14, 2018, by and among the Company, the Guarantors and the Trustee and (ii) and the Company and the
Trustee entered into a pledge agreement (the Pledge Agreement). Pursuant to the Third Supplemental Indenture and the Pledge Agreement, the Company has pledged the outstanding shares of its wholly owned subsidiary Seaspan Investment I
Ltd. as collateral for the Notes.
The Third Supplemental Indenture and the Pledge Agreement are filed as Exhibits 4.1 and 4.2, respectively, to this
Report on Form
6-K
and are incorporated herein by reference. The description of the Third Supplemental Indenture and the Pledge Agreement in this report on Form
6-K
is a
summary and is qualified in its entirety by the terms of the Third Supplemental Indenture and the Pledge Agreement.
Exhibits
The following exhibits are filed as part of this Report on Form
6-K:
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4.1
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Third Supplemental Indenture, dated February 22, 2018, by and among Seaspan Corporation, the subsidiary Guarantors specified therein and The Bank of New York Mellon, as trustee.
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4.2
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Pledge Agreement, dated February 22, 2018, between Seaspan Corporation and The Bank of New York Mellon, as trustee.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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SEASPAN CORPORATION
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Date: February 22, 2018
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By:
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/s/ Mark Chu
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Mark Chu
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Chief Administrative Officer,
General
Counsel and Secretary
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