Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 12 2018 - 4:08PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration
No. 333-224288
Dated September 12, 2018
Relating to Preliminary Prospectus Supplement dated September 12, 2018
SUMMARY OF FINAL TERMS
$150,000,000
SEASPAN CORPORATION
8.00% SERIES I
FIXED-TO-FLOATING
RATE CUMULATIVE REDEEMABLE
PERPETUAL PREFERRED SHARES
|
|
|
This summary pricing sheet relates only to the securities described below and should only be read together with the
Preliminary Prospectus Supplement, subject to completion, dated September 12, 2018, relating to these securities and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the
Preliminary Prospectus Supplement. Except as set forth on the immediately preceding sentence, this summary pricing sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Capitalized terms not defined herein have
the meanings assigned to them in the Preliminary Prospectus Supplement.
|
|
Issuer
|
|
Seaspan Corporation
|
|
|
Securities Offered
|
|
8.00% Series I
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per
share (the Series I Preferred Shares).
|
|
|
Trade Date
|
|
September 12, 2018.
|
|
|
Settlement Date
|
|
September 19, 2018. (T+5)
(1)
|
|
|
Offering Size
|
|
6,000,000 Series I Preferred Shares ($150,000,000 aggregate liquidation preference)
|
|
|
Maturity
|
|
Perpetual.
|
|
|
Fixed Rate Period
|
|
From and including the original issue date to, but excluding, October 30, 2023
|
|
|
Floating Rate Period
|
|
From and including October 30, 2023
|
|
|
Conversion; Exchange and Preemptive Rights
|
|
Will not have any conversion or exchange rights or be subject or entitled to preemptive rights.
|
|
|
Dividend Payment Dates
|
|
Quarterly on January 30, April 30, July 30 and October 30, commencing October 30, 2018 (each, a Dividend Payment Date).
|
|
|
Dividends
|
|
Shall accrue and be cumulative from the date the Series I Preferred Shares are originally issued and shall be payable on each Dividend Payment Date, when, as and if declared by the Issuers board of directors.
|
|
|
Fixed Dividend Rate
|
|
8.00% per annum per $25.00 of liquidation preference per share (equal to $2.00 per share per annum).
|
|
|
Floating Dividend Rate
|
|
A floating rate equal to the Floating Rate Index plus 5.008% per annum per $25.00 of liquidation preference per share
|
|
|
Floating Rate Index
|
|
Three-month LIBOR
|
|
|
Floating Rate Reset Frequency
|
|
Quarterly during the Floating Rate Period
|
|
|
|
Business Day Convention
|
|
During the Fixed Rate Period, following business day. During the Floating Rate Period, modified following business day.
|
|
|
Optional Redemption
|
|
At the option of the Issuer anytime on or after October 30, 2023, in whole or in part, at a redemption price of $25.00 per share plus an amount equal to all accumulated and unpaid dividends thereon to the date of
redemption.
|
|
|
Issue Price
|
|
$25.00 per share.
|
|
|
Day Count
|
|
30/360 during the Fixed Rate Period, Actual/360 during the Floating Rate Period
|
|
|
Net Proceeds to the Issuer (before expenses)
|
|
$145,275,000
|
|
|
Ratings
|
|
The Series I Preferred Shares will not be rated by any nationally recognized statistical rating organization.
|
|
|
Listing
|
|
The Issuer intends to file an application to list the Series I Preferred Shares on the New York Stock Exchange.
|
|
|
CUSIP/ISIN
|
|
Y75638 141 / MHY756381411
|
|
|
Joint Book-Running Managers
|
|
Morgan Stanley & Co. LLC
|
|
|
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
UBS Securities LLC
Stifel, Nicolaus & Company, Incorporated
Citigroup
Global Markets Inc.
|
|
|
|
(1) The Issuer expects that delivery of the Series I Preferred Shares will be made against payment therefor on or about
September 19, 2018, which will be the 5
th
business day following the date hereof (this settlement cycle being referred to as T+5). Under Rule
15c6-1
of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the Series I Preferred Shares on the date hereof or the next succeeding business day will be required, by virtue of the fact that the Series I Preferred Shares initially will settle in T+5, to specify alternative
settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor.
This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell the Series I
Preferred Shares and is not soliciting an offer to buy the Series I Preferred Shares in any jurisdiction where the offer or sale is not permitted.
|
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the
issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: Morgan
Stanley & Co. LLC, at
1-866-718-1649
J.P. Morgan Securities LLC at
1-212-834-4533;
RBC Capital Markets, LLC at
1-866-375-6829;
UBS Securities LLC at
1-888-827-7275;
Stifel,
Nicolaus & Company, Incorporated at
1-855-300-7136;
and Citigroup Global Markets Inc. at
1-800-831-9146.
|
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS
A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
|
Seaspan Corp. Cumulative Redeemable Perpetual Preferred Series E (Marshall Islands) (NYSE:SSWPE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Seaspan Corp. Cumulative Redeemable Perpetual Preferred Series E (Marshall Islands) (NYSE:SSWPE)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about Seaspan Corp. Cumulative Redeemable Perpetual Preferred Series E (Marshall Islands) (New York Stock Exchange): 0 recent articles
More Seaspan Corp News Articles