UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 30)
ATLAS CORP.
(Name of Issuer)
Common shares, $.01 par value per share
(Title of Class of Securities)
Y0436Q109
(CUSIP Number)
Deep Water Holdings, c/o Washington 101 International |
Kyle Roy Washington c/o Copper Lion, Inc. P.O. Box 2490 Jackson, WY
83001 |
Kevin Lee c/o Copper Lion, Inc. P.O. Box 2490 Jackson, WY
83001 |
Kyle Roy Washington Irrevocable Trust u/a/d c/o Copper Lion, Inc. P.O. Box. 2490 Jackson,
WY 83001 |
Washington Investments, LLC c/o Washington Corporations P.O. Box 16630 Missoula,
MT 59308 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
Christopher H. Cunningham
K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
Phone: (206) 370-7639
Fax: (206) 370-6040
September 26, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
Deep Water Holdings, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
State of Montana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
49,576,493 Class A Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
49,576,493 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
49,576,493 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
17.6%** | |||||
14. | Type of Reporting Person
OO |
* | For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class A Common Shares held by Deep Water Holdings, LLC (Deep Water), whose sole member is Washington Investments, LLC, whose sole member is The Roy Dennis Washington Trust (the Dennis Washington Trust), may be deemed to be beneficially owned by Washington Investments, LLC. Washington Investments, LLC may be deemed to be beneficially owned by the Dennis Washington Trust and by Dennis R. Washington, as trustee of the Dennis Washington Trust. Jerry K. Lemon, the manager of Deep Water and Washington Investments, LLC, has voting and investment power with respect to the Common Shares held by Deep Water. Mr. Lemon disclaims any beneficial ownership of the Common Shares beneficially owned by Deep Water, Washington Investments, LLC, the Dennis Washington Trust and Dennis R. Washington. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
Washington Investments, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
State of Montana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
49,576,493 Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
49,576,493 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
49,576,493 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
17.6%** | |||||
14. | Type of Reporting Person
OO |
* | For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by Washington Investments, LLC may be deemed to be beneficially owned by the Dennis Washington Trust. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
The Roy Dennis Washington Trust | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
State of Montana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
49,576,493 Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
49,576,493 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
49,576,493 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
17.6%** | |||||
14. | Type of Reporting Person
OO |
* | For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by the Dennis Washington Trust may also be deemed to be beneficially owned by Dennis R. Washington, the trustee of the Dennis Washington Trust. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
Dennis R. Washington | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
49,576,493 Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
49,576,493 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
49,576,493 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
17.6%** | |||||
14. | Type of Reporting Person
IN |
* | For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares held by Deep Water Holdings, LLC, whose sole member is Washington Investments, LLC, whose sole member is the Dennis Washington Trust, may be deemed to be beneficially owned by the Dennis Washington Trust and by Dennis R. Washington, as trustee of the Dennis Washington Trust. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
The Kyle Roy Washington 2014 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
State of Montana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
5,390,233 Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
5,390,233 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,390,233 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
1.9%** | |||||
14. | Type of Reporting Person
OO |
* | As the trustee of the Kyle Roy Washington 2014 Trust (the Kyle Washington 2014 Trust), Copper Lion, Inc. has voting and investment power with respect to the Common Shares held by the Kyle Washington 2014 Trust. The Kyle Washington 2014 Trust disclaims beneficial ownership of any shares held by any other reporting person included on this Schedule 13D. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005 | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
State of Montana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
1,795,034 Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
1,795,034 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,034 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.6%** | |||||
14. | Type of Reporting Person
OO |
* | As the trustee of the Kyle Roy Washington 2005 Irrevocable Trust, created under agreement dated July 15, 2005, including all subsequent amendments, modifications and restatements (the Kyle Washington 2005 Trust), Copper Lion, Inc. has voting and investment power with respect to the Common Shares held by the Kyle Washington 2005 Trust. The Kyle Washington 2005 Trust disclaims beneficial ownership of any shares held by any other reporting person included on this Schedule 13D. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
The Kevin Lee Washington 2014 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
State of Montana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
6,821,971 Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
6,821,971 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,821,971 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.4%** | |||||
14. | Type of Reporting Person
OO |
* | As the trustee of The Kevin Lee Washington 2014 Trust (the Kevin Washington 2014 Trust), Copper Lion, Inc. has voting and investment power with respect to the Common Shares held by the Kevin Washington 2014 Trust. The Kevin Washington 2014 Trust disclaims beneficial ownership of any shares held by any other reporting person included on this Schedule 13D. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
CUSIP No. Y0436Q109
1. |
Name of Reporting Person
Copper Lion, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
Not Applicable | |||||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
State of Montana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
14,007,238 Common Shares* | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
14,007,238 Common Shares* | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,007,238 Common Shares* | |||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
5.0%** | |||||
14. | Type of Reporting Person
CO |
* | In its capacity as trustee of the Kyle Washington 2014 Trust, Copper Lion, Inc. (Copper Lion) has voting and investment power with respect to the Common Shares held by the Kyle Washington 2014 Trust. In its capacity as trustee of the Kyle Washington 2005 Trust, Copper Lion has voting and investment power with respect to the Common Shares held by the Kyle Washington 2005 Trust. In its capacity as trustee of the Kevin Washington 2014 Trust, Copper Lion has voting and investment power with respect to the Common Shares held by the Kevin Washington 2014 Trust. |
** | Based on 281,251,256 Common Shares outstanding as of June 30, 2022, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on August 12, 2022. |
EXPLANATORY STATEMENT
This Amendment No. 30 to Schedule 13D (Amendment No. 30) relates to Common Shares, par value $0.01 per share (the Common Shares) of Atlas Corp., a corporation organized and existing under the Republic of the Marshall Islands (Atlas or the Issuer), formerly, Seaspan Corporation. This Amendment No. 30 is being filed on behalf of the following persons (collectively, the Reporting Persons): Deep Water Holdings, LLC (Deep Water), Washington Investments, LLC, The Roy Dennis Washington Trust (the Dennis Washington Trust), Mr. Dennis R. Washington, the Kyle Roy Washington 2014 Trust (the Kyle Washington 2014 Trust), the Kyle Roy Washington 2005 Irrevocable Trust created under agreement dated July 15, 2005, including all subsequent amendments, modifications and restatements (the Kyle Washington 2005 Trust), the Kevin Lee Washington 2014 Trust (the Kevin Washington 2014 Trust), and Copper Lion, Inc.
This Amendment No. 30 amends and supplements the Schedule 13D previously filed with the Securities and Exchange Commission on February 11, 2009, as amended on May 15, 2009 and as subsequently amended on May 27, 2009, August 20, 2009, August 31, 2009, September 11, 2009, October 6, 2009, May 28, 2010, June 23, 2010, March 18, 2011, April 19, 2011, December 13, 2011, January 31, 2012, March 13, 2012, March 28, 2012, August 2, 2012, August 23, 2012, January 8, 2013, February 7, 2014, November 12, 2014, January 13, 2015, February 22, 2016, May 19, 2016, May 27, 2016, April 10, 2017, August 10, 2017, March 20, 2018, August 23, 2021, September 22, 2021 and August 5, 2022 (the Schedule 13D).
Unless otherwise noted, capitalized terms used herein without definitions shall have the meanings assigned to them in the Schedule 13D. Except as specifically set forth in this Amendment No. 30, the Schedule 13D remains unmodified.
Item 4. Purpose of Transaction
Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following text to the end of Item 4.
On September 26, 2022, Poseidon Acquisition Corp., an Marshall Islands entity (Bidco) formed by David L. Sokol (DS), Chairman of the Board of Directors of Atlas, together with Deep Water, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Trust, and The Kevin Lee Washington 2014 Trust (collectively with Deep Water, Washington Family Holdings), certain affiliates of Fairfax Financial Holdings Limited (Fairfax) and Ocean Network Express Pte. (ONE) and certain of their respective affiliates (the Consortium), delivered a letter (the Proposal Letter) to the Special Committee of the Board of Directors regarding their previously disclosed non-binding proposal by the Consortium to acquire all of the outstanding Shares of the Issuer not presently owned by FF, Washington Family Holdings, DS and certain executive officers of the Issuer (the Proposed Transaction). In the Letter, the Consortium increased the proposed per share consideration in the Proposed Transaction to $15.50 per share. The Consortium also issued a press release publicly disclosing the Letter.
The foregoing description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, which is filed herewith as Exhibit 99.7 together with a press release filed herewith as Exhibit 99.8 each of which are incorporated herein by reference.
Neither the Proposal nor this Amendment No. 30 to Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuers securities.
The Reporting Persons intend to review their investment in Atlas on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced in this Schedule 13D, as may be amended from time to time, and any limitations imposed by the Joint Bidding Agreement among the Consortium members (the JBA), Atlass financial position and strategic direction, actions taken by the Board, price levels of Atlass securities, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in Atlas as they deem appropriate. These actions may include, subject to limitations imposed by the JBA: (i) acquiring additional Common Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of Atlas (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 7. Materials to be Filed as Exhibits
Ex. 10.1 | Joint Filing Agreement, between Deep Water Holdings, LLC, Washington Investments, LLC, the Dennis Washington Trust, Mr. Dennis R. Washington, the Kyle Roy Washington 2014 Trust, the Kyle Roy Washington 2005 Trust, the Kevin Lee Washington 2014 Trust, and Copper Lion, Inc. dated August 23, 2021 and incorporated by reference to Amendment No. 27 to this Schedule 13D dated August 23, 2021. | |
Ex. 99.7: | Proposal dated September 26, 2022 | |
Ex. 99.8: | Press Release dated September 26, 2022 |
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 26, 2022 | DEEP WATER HOLDINGS, LLC (1) | |||||
/s/ Jerry K. Lemon | ||||||
Jerry K. Lemon, Manager | ||||||
Dated: September 26, 2022 | WASHINGTON INVESTMENTS, LLC (1) | |||||
/s/ Jerry K. Lemon | ||||||
Jerry K. Lemon, Manager | ||||||
Dated: September 26, 2022 | THE ROY DENNIS WASHINGTON TRUST (1) | |||||
/s/ Dennis R. Washington Dennis R. Washington, Trustee | ||||||
Dated: September 26, 2022 | DENNIS R. WASHINGTON (1) | |||||
/s/ Dennis R. Washington Dennis R. Washington | ||||||
Dated: September 26, 2022 | THE KYLE ROY WASHINGTON 2014 TRUST (1) | |||||
/s/ Christopher Hawks Christopher Hawks, President, Copper Lion, Inc., Trustee | ||||||
Dated: September 26, 2022 | KYLE ROY WASHINGTON 2005 IRREVOCABLE TRUST CREATED UNDER AGREEMENT DATED JULY 15, 2005, INCLUDING ALL SUBSEQUENT AMENDMENTS, MODIFICATIONS AND RESTATEMENTS (1) | |||||
/s/ Christopher Hawks Christopher Hawks, President, Copper Lion, Inc., Trustee | ||||||
Dated: September 26, 2022 | THE KEVIN LEE WASHINGTON 2014 TRUST (1) | |||||
/s/ Christopher Hawks Christopher Hawks, President, Copper Lion, Inc., Trustee | ||||||
Dated: September 26, 2022 | COPPER LION, INC. (1) | |||||
/s/ Christopher Hawks | ||||||
Christopher Hawks, President, Copper Lion, Inc. |
(1) | This amendment is being filed jointly by Deep Water Holdings, LLC, Washington Investments, LLC, the Dennis Washington Trust, Mr. Dennis R. Washington, the Kyle Roy Washington 2014 Trust, the Kyle Roy Washington 2005 Trust, the Kevin Lee Washington 2014 Trust, and Copper Lion, Inc., pursuant to the Joint Filing Agreement dated August 23, 2021 and incorporated by reference to Amendment No. 27 to this Schedule 13D dated August 23, 2021. |
Exhibit 99.7
Via Email
September 26, 2022
Atlas Corp.
23 Berkley Square
London, United Kingdom WIJ 6HE
Attn: Special Committee
Re: August 4 Go-Private Proposal
To the Special Committee:
It has been more than seven weeks since the submission of our offer to take Atlas Corp. (Atlas) private on August 4, 2022. In an effort to reach a conclusion and bring certainty to Atlas and its shareholders, we are hereby increasing our offer from $14.45 to $15.50 per common share.
It is our hope that in light of this significant increase in value, the Special Committee will conclude that this transaction represents full, fair and certain value and is in the best interest of Atlas shareholders. If the Special Committee concludes otherwise, we will withdraw our proposal. We do believe that Atlas shareholders are amenable to a transaction and would want the opportunity to consider this proposal for themselves. It is our hope and preference to work constructively with the Special Committee to allow them to do as such.
As the Special Committee and its advisors consider our revised proposal, we request that they do so in the context of the continued pressure on the global macroeconomy, financial markets and Atlas operating environment.
1. Weak Macroeconomic Environment and Rising Cost of Capital
Inflation remains a key concern to major economies, with the US Labor Departments index reporting consumer price inflation of 8.3% year-on-year for August 2022. The US Federal Reserve raised interest rates on September 21, 2022 by 0.75% for the third consecutive time, bringing the central banks benchmark rate to a range of 3 - 3.25%, the highest level in 14 years. Post-announcement, 2-year Treasury yields crossed 4% for the first time since 2007. According to a study by the World Bank published on September 15, 2022, as central banks across the world simultaneously hike interest rates in response to inflation, the world may be edging toward a global recession in 2023.
Since the time we made our proposal on August 4, 2022 and up to September 23, 2022, the financial markets have deteriorated significantly, with the S&P500 Index declining 11.0%. Share prices of Atlas closest peers in the containership leasing sector, Costamare, Global Ship Lease and Danaos, have also fallen by 15.9%, 17.4% and 21.8%, respectively, over the same period.
Atlas cost of capital has risen significantly alongside the current rising interest rate environment. The 20-year US Treasury bond is up approximately 210 basis points, while the 10-year LIBOR swap rate is up approximately 225 basis points over the last twelve months. We therefore urge the Special Committee to carefully consider the implications of the prevailing macroeconomic weakness and rising cost of capital on Atlas business, cash flows and valuation.
2. Charter Rates Decline
Vessel charter rates continue to decline as the world recovers from COVID-19 and recent supply chain disruptions. The Shanghai Containerised Freight Index fell to 2,072 on September 23, 2022, representing a 59% reduction from its peak of 5,110 on 7 January 2022 and 45% from August 5, 2022. Based on Clarksons Researchs Shipping Intelligence Weekly on September 16, 2022, charter rates are also dropping in the larger size ranges despite tight tonnage availability, with the Clarksons index falling 26% week-on-week. As container freight rates fall, liners and freight forwarders may not be able to cover vessel charter commitments, which may in turn result in re-negotiations or cancellations with containership lessors, as experienced by one of Atlas peers in August 2022.
3. Record Vessel Deliveries in the Near-Term
Based on Alphaliners monthly report for August 2022, the overall industry order book represents 28% of existing capacity on the water, with over 5 million TEUs of capacity slated for delivery in 2023 and 2024. Gross fleet capacity is expected to grow by a record 8.2% in 2023, significantly outpacing forecasted throughput growth at 2.7%. This implies a meaningful risk of a substantial decline in re-contracted charter rates as existing charters roll off schedule.
4. Substantial Recurring Capital Expenditure for Vessel Refurbishment or Replacement
In Atlas annual report, the company estimates vessel useful life of 30 years, as compared to many of Atlas key liner customers, who generally assume a useful life of between 20 to 25 years.
In line with the International Maritime Organizations strategic initiatives to reduce greenhouse gas emissions from vessels by at least 70% from 2008 levels by 2050, we expect Atlas to continually incur substantial capital expenditure in vessel refurbishment or replacement. Atlas vessels may turn obsolete well ahead of the currently envisaged useful lives, thereby adversely impacting Atlas expected return on investment and value vis-à-vis the companys current business plan.
5. High Customer Concentration
Atlas operates in a highly competitive and concentrated customer sector. The top eight liners account for approximately 80% of the market share by TEU capacity as of August 2022, while Atlas top three customers (COSCO, Yang Ming, ONE) have contributed over 60% of its annual revenue since FY2019, based on Atlas annual reports. Based on Alphaliners monthly report for August 2022, COSCO, Yang Ming and ONE have in aggregate over 1 million TEU of capacity across 68 on-order vessels. If demand continues to soften, Atlas liner customers may utilize their own vessels rather than in-charter to manage capacity needs.
6. Turnaround of APR Energy Remains in Early Stage
APR Energys pivot strategy to longer-term energy capacity solutions remains nascent and requires significant investment to achieve its strategic goals. APR Energys contracts are generally short-term in nature. With APR Energys modest US$61mm revenue contribution for the half year ending June 30, 2022, we cannot rely on APR Energy to hedge the impending downturn in Atlas containership leasing business.
In conclusion, we re-affirm our belief that Atlas would be able to navigate the industry headwinds more nimbly as a private platform, with greater stability and scale through the addition of ONE as a strategic shareholder and partner. We look forward to a favorable and timely response to our proposal.
This letter is subject to the conditions set forth in our August 4, 2022 letter, including with regards to the negotiation of a merger agreement and completion to our satisfaction of limited due diligence. We reserve the right to withdraw or modify our offer in any manner. This letter does not include or constitute a binding offer to acquire Atlas or any of its securities or assets, or a proposal of definitive terms for any transaction.
Very truly yours, |
POSEIDON ACQUISITION CORP. |
/s/ David Sokol |
David Sokol, Chairman |
Exhibit 99.8
POSEIDON ACQUISITION CORP. UNILATERALLY INCREASES ITS BID PRICE TO ACQUIRE ALL COMMON SHARES OF ATLAS CORP. NOT CONTROLLED BY ITS MAJORITY SHAREHOLDERS TO $15.50 PER SHARE IN CASH
London and Toronto, September 26, 2022 Poseidon Acquisition Corp., on behalf of a consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas Corp. (NYSE: ATCO) (Atlas or the Company), certain affiliates of Fairfax Financial Holdings Limited (collectively, Fairfax)(TSX: FFH and FFH.U), the Washington Family, and Ocean Network Express Pte. Ltd. (the Consortium), a global container, transportation and shipping company, announced today it has unilaterally increased its bid price to acquire all of the outstanding common shares of Atlas that the Consortium does not already own or control to $15.50 per share in cash. Poseidon Chairman David L. Sokol stated that the increased bid price represents Poseidons final and best offer. The non-binding proposal was conveyed on September 26, 2022 in a letter to Atlas Special Committee. A copy of the letter is attached to this release.
Additional Information and Where to Find It
An agreement in respect of the proposed transaction described in this press release has not yet been executed, and this press release is not an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through materials filed with the Securities and Exchange Commission (the SEC). Atlas shareholders and other interested parties are urged to read these materials if and when they become available because they will contain important information. Atlas shareholders will be able to obtain such documents (when available) free of charge at the SECs web site, www.sec.gov.
Forward-Looking Statements
This press release contains statements regarding the proposed transaction that may be deemed to be forward-looking statements within the meaning of applicable securities laws and members of the Consortium may make related oral, forward-looking statements on or following the date hereof. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Consortium and include the possibility that discussions with the special committee of the Atlas board of directors may not be successful and the possibility that the proposed transaction may not be entered into or completed on the terms described in this press release or at all, including as a result of changes in the business or prospects of Atlas. Any forward-looking statements in this press release are made only as of the date of this press release. No member of the Consortium assumes any obligation to publicly update any forward-looking statements except as required by law. No information contained on any website referenced in this press release is incorporated by reference herein.
About Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
Contacts:
Consortium: David L. Sokol
sokol@poseidonacq.com
Fairfax: John Varnell, Vice President, Corporate Development - +1-416-367-4941