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
For the month of August, 2013
Commission File Number: 000-51672
FREESEAS INC.
(Name of Registrant)
10, Eleftheriou Venizelou Street (Panepistimiou Ave.), 106 71, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x 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): ¨
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): ¨
On August 2, 2013, FreeSeas Inc. (the “Company”) entered into an Addendum to Debt Purchase and Settlement Agreement (the “Addendum”) with Deutsche Bank Nederland N.V. (“Deutsche Bank”), Hanover Holdings I., LLC (“Hanover”) and the Company’s wholly-owned subsidiaries: Adventure Two S.A., Adventure Three S.A., Adventure Seven S.A. and Adventure Eleven S.A.
As previously reported, on July 5, 2013, the Company entered into a Debt Purchase and Settlement Agreement (the “Settlement Agreement”) with Deutsche Bank, Hanover and the Company’s wholly-owned subsidiaries: Adventure Two S.A., Adventure Three S.A., Adventure Seven S.A. and Adventure Eleven S.A.
Pursuant to the terms of the Settlement Agreement, Hanover agreed to purchase $10,500,000 of outstanding indebtedness owed by the Company to Deutsche Bank, out of a total outstanding amount owed of $29,958,205.28, subject to the satisfaction of a number of conditions set forth in the Settlement Agreement. Upon payment in full of the $10,500,000 purchase price for such purchased indebtedness by Hanover to Deutsche Bank in accordance with the terms and conditions of the Settlement Agreement, the remaining outstanding indebtedness of the Company and its subsidiaries to Deutsche Bank shall be forgiven, and the mortgages of two security vessels will be discharged.
The Settlement Agreement was not to become effective until Hanover deposits in escrow an amount of $2,500,000 plus all reasonably incurred legal fees and expenses and the parties enter into an escrow agreement (the “Settlement Conditions”). On August 2, 2013, the Settlement Conditions were fulfilled and the Settlement Agreement became effective. The Addendum extended the date upon which the parties had to achieve one of the conditions to fulfilling the terms of the Settlement Agreement.
The following exhibits are filed herewith:
Exhibit |
Description |
99.1 | Form of Addendum to Debt Purchase and Settlement Agreement, dated as of August 2, 2013 by and among FreeSeas Inc., Adventure Two S.A., Adventure Three S.A., Adventure Seven S.A., Adventure Eleven S.A., Deutsche Bank Nederland N.V. and Hanover Holdings I., LLC |
99.2 | Press Release, dated August 5, 2013, issued by FreeSeas Inc. |
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.
FREESEAS INC. | |
Date: August 5, 2013 | By: /s/ ALEXANDROS MYLONAS |
Alexandros Mylonas | |
Chief Financial Officer |
Exhibit 99.1
eXECUTION COPY |
addendum to debt purchase and SETTLEMENT AGREEMENT dated 5 july 2013 |
2 August 2013 |
between DEUTSCHE BANK NEDERLAND N.V. as Lender
ADVENTURE TWO S.A. ADVENTURE THREE S.A. ADVENTURE SEVEN S.A. ADVENTURE ELEVEN S.A. as Borrowers
FREESEAS INC. as Parent and Guarantor
HANOVER HOLDINGS I, LLC as Investor
|
THE UNDERSIGNED
(1) | DEUTSCHE BANK NEDERLAND N.V., a public company with limited liability (naamloze vennootschap), incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands (the Lender); | |
(2) | ADVENTURE TWO S.A., a company incorporated under the laws of the Marshall Islands; | |
(3) | ADVENTURE THREE S.A., a company incorporated under the laws of the Marshall Islands; | |
(4) | ADVENTURE SEVEN S.A., a company incorporated under the laws of the Marshall Islands; | |
(5) | ADVENTURE ELEVEN S.A., a company incorporated under the laws of Liberia; | |
(6) | FREESEAS INC., a company incorporated under the laws of the Marshall Islands (the Parent and the Guarantor); and | |
(7) | HANOVER HOLDINGS I, LLC (the Investor). |
Parties (2) – (6) are each an Obligor and together the Obligors. Parties are jointly referred to as “the Parties”.
WHEREAS:
(A) | The Parties entered into a debt purchase and settlement agreement on 5 July 2013 (the Debt Purchase and Settlement Agreement). | |
(B) | Pursuant to Clause 2.3 of the Debt Purchase and Settlement Agreement Court Approval (as defined in the Debt Purchase and Settlement Agreement) needs to be obtained by the Investor on or before 31 August 2013. | |
(C) | The Parties have agreed to extend this period until 15 October 2013. |
DECLARE TO HAVE AGREED AS FOLLOWS:
1. | amendment | |
1.1 | The Parties agree that Clause 2.3 of the Debt Purchase and Settlement Agreement will be deleted and replaced as follows: |
“This Agreement, and therefore the title to the assignment, is entered into on the dissolving condition (ontbindende voorwaarde) of the earlier of the following events to occur either (i) Investor not obtaining Court Approval on or before 15 October 2013, or (ii) the Court rejecting the application from the Investor (the Dissolving Condition). Parties confirm that the consequence of the occurrence of the Dissolving Condition will be that legal title to the Purchased Debt will revert back to the Lender without any further action required. For the avoidance of doubt, the Lender can decide to extend this period in its absolute discretion.”
2. | appliCABILITY OF THE DeBT PURCHASE AND SETTLEMENT AGREEMENT | |
2.1 | In this Addendum (including its recitals), except in so far as the context otherwise requires, words, expressions and capitalised terms used herein and not otherwise defined or construed herein shall have the same meanings defined or construed in the Debt Purchase and Settlement Agreement | |
2.2 | In so far as not provided otherwise in this Addendum, the terms and conditions of the Debt Purchase and Settlement Agreement remain in force. | |
2.3 | Clause 10 (Governing Law and Jurisdiction) of the Debt Purchase and Settlement Agreement will apply to this Addendum. |
Signatories
Parent/Guarantor
FREESEAS INC
By:
Borrowers
ADVENTURE TWO S.A.
By:
ADVENTURE THREE S.A.
By:
ADVENTURE SEVEN S.A.
By:
ADVENTURE ELEVEN S.A.
By:
Investor
HANOVER HOLDINGS I, LLC
By:
Lender
DEUTSCHE BANK NEDERLAND B.V.
By:
Exhibit 99.2
FreeSeas Announces Effectiveness of the Debt Purchase and Settlement Agreement with $20 Million Loan Forgiveness
Athens, Greece, August 5, 2013 -- FreeSeas Inc. (Nasdaq CM: FREE) (“FreeSeas'' or the “Company''), a transporter of dry-bulk cargoes through the ownership and operation of a fleet of six Handysize vessels and one Handymax vessels, announced today that the previously announced agreement (the “Agreement”) among Deutsche Bank Nederland N.V.(the “Bank”), the Company, various wholly-owned subsidiaries of the Company and Hanover Holdings I, LLC (the “Investor”) is effective with the deposit of $2,539,657 into an escrow account. The Bank, the Investor and the Company are committed for a smooth execution of the transaction as per terms of the Agreement.
Pursuant to the terms of the Agreement, the Investor has agreed to purchase USD 10,500,000 of outstanding indebtedness owed by the Company to the Bank, out of a total outstanding amount owed of USD 29,958,205.28, and to undertake and guarantee its settlement subject to the satisfaction of a number of conditions. Upon settlement of the Investor’s obligations to the Bank, the remaining outstanding indebtedness of FreeSeas and its subsidiaries to the Bank shall be forgiven, and the mortgages of both of its two security vessels discharged.
About FreeSeas Inc.
FreeSeas Inc. is a Marshall Islands corporation with principal offices in Athens, Greece. FreeSeas is engaged in the transportation of drybulk cargoes through the ownership and operation of drybulk carriers. Currently, it has a fleet of Handysize and Handymax vessels. FreeSeas' common stock trades on the NASDAQ Capital Market under the symbol FREE. Risks and uncertainties are described in reports filed by FreeSeas Inc. with the U.S. Securities and Exchange Commission, which can be obtained free of charge on the SEC's website at http://www.sec.gov. For more information about FreeSeas Inc., please visit the corporate website, www.freeseas.gr.
About Magna Group
Magna Group is a cutting edge global investment firm that makes innovative investments and forges lasting partnerships amidst a constant drive to identify the most exciting opportunities, worldwide. Founded in 2009 by Joshua Sason, the firm was established to identify and creatively invest in structured opportunities in micro and small-cap public companies. Magna Group quickly built a stellar reputation in the marketplace and amongst portfolio companies for its focus on building relationships and transacting ethically. Today, Magna Group is widely recognized as a global leader in small and lower-middle market structured finance and continues to expand and broaden its strategic focus. In addition to its core activities in structured finance, the firm either solely owns or is a partner in private equity and venture entities that invest and operate in Entertainment, Legal Finance, Aviation and Hospitality. Please visit www.magnagroupcapital.com for more information.
FreeSeas Inc. | Page 2 |
August 5, 2013 |
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's growth strategy and measures to implement such strategy. Words such as ``expects,'' ``intends,'' ``plans,'' ``believes,'' ``anticipates,'' ``hopes,'' ``estimates,'' and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the demand for dry bulk vessels; competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact Information:
FreeSeas Inc.
Alexandros Mylonas, Chief Financial Officer
011-30-210-45-28-770
Fax: 011-30-210-429-10-10
info@freeseas.gr - www.freeseas.gr
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