Kaye Scholer Advises Baltic Trading on Merger with Genco
Kaye Scholer advised the Special Committee of Baltic Trading Limited ("Baltic Trading") on the negotiation of its merger with Genco Shipping & Trading Limited ("Genco"), which closed on July 17. In accordance with the terms of the merger agreement, Baltic Trading is now an indirect wholly-owned subsidiary of Genco, which now trades on the New York Stock Exchange (NYSE) under the symbol GNK.
Kaye Scholer served as lead counsel to the Special Committee of Baltic throughout the transaction. The firm also took the lead representing both Baltic Trading and the independent directors in the resulting shareholder class-action litigation, which sought to enjoin the merger.
Kaye Scholer Corporate Partners Mel Cherney and Steven Canner led the transaction with assistance from Corporate Partner Nick O’Keefe. Litigation Partner Aaron Rubinstein led the litigation effort and argued on behalf of Baltic in court.
Kaye Scholer’s transaction team included Corporate attorneys Peter Danias, Amita Gopinath and Michelle Han; Tax attorneys Laurie Abramowitz and Gus Weinkam; Executive Compensation & Employee Benefits attorneys Jeff London and Brian Witkowski, Environmental attorney Connie Ericson and Finance attorney Jeff Misher. Kaye Scholer’s litigation team included Litigation attorneys Michael Lynn, Aaron Miner, Jane He, Jessica Heller and Jackie Rios.
Read the Genco-Baltic press release below.
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Genco Shipping & Trading Limited Combination With Baltic Trading Limited Completed
NEW YORK, July 17, 2015 /PRNewswire/ -- Genco Shipping & Trading Limited ("Genco") and Baltic Trading Limited("Baltic Trading") announced that Genco and Baltic Trading completed their merger on July 17, 2015, in which Genco acquired Baltic Trading in a stock-for-stock transaction. Genco is expected to begin trading when the market opens on Monday, July 20, 2015 on the New York Stock Exchange (NYSE) under the symbol GNK.
Peter C. Georgiopoulos, Chairman of the Genco Board of Directors, said, "Today marks an important milestone for both Genco and Baltic Trading. I would like to thank the shareholders of each company for their continued support as well as the independent directors of each company for their leadership in this process."
John C. Wobensmith, President of Genco, said, "We are excited about this combination and its ability to strengthen our financial position and significantly enhance our scale and operations. We are confident that with an expanded platform and simplified ownership structure, the Company is well positioned to build on our position as a leader in international dry bulk shipping and create significant value for shareholders."
In accordance with the terms of the merger agreement, Baltic Trading is now an indirect wholly-owned subsidiary of Genco. Baltic Trading shareholders (other than Genco and its subsidiaries) will receive 0.216 shares of Genco common stock for each share of Baltic Trading common stock they own, with fractional shares to be settled in cash. Immediately following the merger, Genco shareholders owned approximately 84.5 percent of the combined company, and Baltic Trading shareholders (other than Genco and its subsidiaries) owned approximately 15.5 percent of the combined company.
Baltic Trading shares are expected to continue trading on the NYSE for the remainder of the trading day, representing only the right to receive the merger consideration, and cease trading on the NYSE after the close of the market today.
Existing shareholders holding share certificates of Baltic Trading will receive a mailing that includes a Letter of Transmittal from Computershare, Inc., which is acting as Exchange Agent in connection with the merger. This mailing will contain specific instructions regarding the exchange of shares. Existing shareholders of either company who hold their shares in "street name" need not take any action with respect to the exchange of shares.
At the Genco annual meeting of shareholders held today, 48,669,664 shares of Genco common stock were voted in favor of adoption of the merger agreement and approval of the merger, 100 shares were voted against adoption of the merger agreement and approval of the merger, and 10,106,424 shares abstained from voting. The shares voted for adoption of the merger agreement and approval of the Genco merger represented approximately 82.8% of the shares voted at the meeting and approximately 79.0% of the shares of Genco common stock outstanding as of June 8, 2015, the record date for the Genco annual meeting. In order to be adopted and approved, the merger agreement and the Genco merger required the approval of holders of a majority of the voting power of Genco common stock represented at the Genco annual meeting.
At the Baltic Trading annual meeting of shareholders held today, 30,320,735 common shares of Baltic Trading were voted in favor of adoption of the merger agreement and approval of the merger, 8,268,017 common shares were voted against adoption of the merger agreement and approval of the merger, and 844,755 shares abstained from voting. The shares voted for adoption of the merger agreement and approval of the merger represented approximately 76.9% of the common shares voted at the meeting and approximately 58.0% of the common shares of Baltic Trading outstanding as of June 8, 2015, the record date for the Baltic Trading annual meeting. All of the Class B Stock of Baltic Trading, which is owned by a subsidiary of Genco, voted in favor of adoption of the merger agreement and approval the merger. In order to be adopted, the merger agreement and the merger required the approval of (i) holders of a majority of the voting power of Baltic Trading common stock and Class B Stock outstanding and entitled to vote as of the record date for the Baltic Trading annual meeting, voting together as a single class, and (ii) holders of a majority of the voting power of Baltic Trading common stock and Class B Stock outstanding and entitled to vote as of the record date of the Baltic Trading annual meeting, excluding Genco, its subsidiaries and the directors and officers of Baltic Trading who are also directors or officers of Genco ("non-affiliated shareholders"), voting separately. Of the shares held by non-affiliated shareholders, 27,664,947 common shares of Baltic Trading were voted in favor of adoption of the merger agreement and approval of the merger, 8,268,017 common shares were voted against adoption of the merger agreement and approval of the merger, and 844,755 shares abstained from voting. Such shares voted for adoption of the merger agreement and approval of the merger represented approximately 75.2% of the common shares held by non-affiliated shareholders voted at the meeting and approximately 56.0% of the common shares of Baltic Trading held by non-affiliated shareholders as of June 8, 2015.
Houlihan Lokey Capital, Inc. acted as financial advisor to Genco and Genco's independent special committee, and Milbank, Tweed, Hadley & McCloy LLP acted as legal advisor to Genco's independent special committee Blackstone Advisory Partners LP and Peter J. Solomon Company served as financial advisors and Kaye Scholer LLP served as legal advisor to Baltic Trading's independent special committee. Evercore Partners Inc. served as an advisor to Baltic Trading. Kramer Levin Naftalis & Frankel LLP serves as regular corporate counsel to Genco and Baltic Trading.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited transports iron ore, coal, grain, steel products and other dry bulk cargoes along worldwide shipping routes. After the expected delivery of two Ultramax new buildings, Genco will own a fleet of 70 dry bulk vessels, consisting of 13 Capesize, eight Panamax, four Ultramax, 21 Supramax, six Handymax and 18 Handysize vessels, with an aggregate carrying capacity of approximately 5,159,000 dwt.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and observations. Included among the important factors that, in Genco's and Baltic Trading's view, could cause actual results to differ materially from the forward looking statements contained in this press release are the following: the ability to realize the expected benefits of the merger to the degree, in the amounts or in the timeframe anticipated; the ability to integrate Baltic Trading's businesses with those of Genco in a timely and cost-efficient manner; the fulfillment of the closing conditions under, or the execution of additional documentation for, Baltic Trading's agreements to acquire vessels; and other factors listed from time to time in Genco's or Baltic Trading's filings with the SEC, including, without limitation, Genco's registration statement on Form S-4 and the related joint proxy statement/prospectus of both companies, their respective Annual Reports on Form 10-K for the year ended December 31, 2014 (as amended) and their respective subsequent reports on Form 10-Q and Form 8-K. Genco and Baltic Trading disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
