0001144204-13-052458.txt : 20130926 0001144204-13-052458.hdr.sgml : 20130926 20130926083019 ACCESSION NUMBER: 0001144204-13-052458 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130926 FILED AS OF DATE: 20130926 DATE AS OF CHANGE: 20130926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREESEAS INC. CENTRAL INDEX KEY: 0001325159 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51672 FILM NUMBER: 131115700 BUSINESS ADDRESS: STREET 1: 10 ELEFTHERIOU VENIZELOU STREET STREET 2: (PANEPISTIMIOU AVENUE) CITY: ATHENS STATE: J3 ZIP: 10671 BUSINESS PHONE: 011-30-210-452-8770 MAIL ADDRESS: STREET 1: 10 ELEFTHERIOU VENIZELOU STREET STREET 2: (PANEPISTIMIOU AVENUE) CITY: ATHENS STATE: J3 ZIP: 10671 FORMER COMPANY: FORMER CONFORMED NAME: FreeSeas Inc. DATE OF NAME CHANGE: 20050427 6-K 1 v355815_6k.htm FORM 6-K

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 September 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 September 25, 2013, FreeSeas Inc. (the “Company”) entered into an Assignment and Amendment Agreement (the “Amendment”) with Deutsche Bank Nederland N.V. (“Deutsche Bank”), Hanover Holdings I, LLC (“Hanover”), Crede CG III, Ltd. (“Crede”) 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 10, 2013 in a 6-K filed with the Securities and Exchange Commission, the Company, on July 5, 2013, 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 on the terms set forth therein. 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 will be forgiven, and the mortgages granted to Deutsche Bank on two vessels will be discharged and the Company would own these two vessels free and clear of all such liens granted to Deutsche Bank.

 

The Settlement Agreement was not effective until Hanover deposited in escrow an amount of $2,500,000, plus all reasonably incurred legal fees and expenses, and the parties entered into an escrow agreement (the “Escrow Agreement”) (such conditions to effectiveness are referred to as the “Settlement Conditions”). On August 2, 2013, all of the Settlement Conditions were fulfilled and the Settlement Agreement became effective.

 

Pursuant to the Amendment, Hanover assigned all of its rights and obligations under the Settlement Agreement and the Escrow Agreement to Crede on the terms set forth therein. Crede agreed to pay Hanover $3,624,345.40 in the aggregate, $2,624,345.40 of which represented the amount deposited in escrow by Hanover and fees and other expenses incurred by Hanover. In addition, the Escrow Agreement was amended to provide that Crede would deposit an additional $8,002,800 into escrow, following which the entire aggregate amount being held in escrow pursuant to the Escrow Agreement was $10,542,057, which represents the entire purchase price of the purchased indebtedness plus fees and expenses incurred by Deutsche Bank. Such entire amount will be released from escrow to Deutsche Bank upon the receipt of the court approval described in the Settlement Agreement, and the debt forgiveness, mortgage discharge, and owning the two vessels free and clear of all liens granted to Deutsche Bank would occur concurrently with such release. The Company and Crede are in the process of negotiating an agreement to dispose of the claims acquired by Crede. In addition to the foregoing, the Company, in partial consideration for Hanover’s cancellation of certain covenants, issued to Hanover 2,000,000 shares of common stock and granted customary piggy-back registration rights for such shares, together with a demand registration right commencing 120 days after September 25, 2013.

 

 
 

 

The following exhibits are filed herewith:

 

Exhibit
Number

 

Description

   
99.1

Assignment and Amendment Agreement, dated as of September 25, 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., Crede CG III, Ltd. and Hanover Holdings I, LLC

   
99.2 Press Release, dated September 26, 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:  September 26, 2013 By: /s/ ALEXANDROS MYLONAS
  Alexandros Mylonas
  Chief Financial Officer

 

 

 EX-99.1 2 v355815_ex99-1.htm EXHIBIT 99.1

ASSIGNMENT AND AMENDMENT AGREEMENT

 

This ASSIGNMENT AND AMENDMENT AGREEMENT (the “Agreement”), dated as of September 25, 2013, is by and among FreeSeas Inc., a company incorporated under the laws of the Marshall Islands (the “Company”), Adventure Two S.A., a company incorporated under the laws of the Marshall Islands (“Adventure Two”), Adventure Three S.A., a company incorporated under the laws of the Marshall Islands (“Adventure Three”), Adventure Seven S.A., a company incorporated under the laws of the Marshall Islands (“Adventure Seven”), Adventure Eleven S.A., a company incorporated under the laws of Liberia (“Adventure Eleven” and together with Adventure Two, Adventure Three and Adventure Seven, collectively the “Borrowers” and each is also referred to herein individually as a “Borrower”), and solely for purposes of Sections 1 and 3 through 7, Hanover Holdings I, LLC (“Hanover”), 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 (“Lender”), and Crede CG III, Ltd., a Bermuda exempted company (“Crede”). The parties hereto are referred to herein collectively as the “Parties” and each individually as a “Party.”

 

RECITALS

 

A. The Company, the Borrowers, Lender and Hanover entered into that certain Debt Purchase and Settlement Agreement dated July 5, 2013, as amended from time to time (the “Debt Purchase Agreement”). Capitalized terms used in this Agreement that are not otherwise defined herein have the meanings set forth in the Debt Purchase Agreement.

 

B. In connection with the Debt Purchase Agreement, Hanover, the Lender and the Escrow Agent entered into that certain Escrow Agreement dated as of August 2, 2013, as amended from time to time (the “Escrow Agreement”).

 

C. Hanover desires to assign its rights under the Debt Purchase Agreement and the Escrow Agreement to Crede, and, immediately following such assignment, the Company, the Borrowers, Lender and Crede desire to amend the Debt Purchase Agreement as contemplated by this Agreement.

 

D. Simultaneously with the execution and delivery of this Agreement, the Lender, Hanover, the Escrow Agent (as defined in the Escrow Agreement) and Crede are entering into that certain Escrow Amendment Agreement pursuant to which the Lender, the Escrow Agent and Crede will amend the terms of the Escrow Agreement immediately following Hanover’s assignment of its rights under the Escrow Agreement to Crede as contemplated by this Agreement (the “Escrow Amendment Agreement”).

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

 
 

 

1.Assignment and Assumption.

 

(a) Simultaneously with the payment by Crede to Hanover contemplated by clause (ii) of the immediately following sentence, Hanover hereby transfers, bargains, sells, conveys and assigns to Crede all of Hanover’s right, title and interest under and with respect to the Debt Purchase Agreement and the Escrow Agreement and Crede hereby accepts such assignment. In connection therewith, Crede (i) hereby agrees to be bound by the terms of the Debt Purchase Agreement and the Escrow Agreement as the “Investor” thereunder from and after the date hereof and (ii) shall pay $3,624,345.40 to Hanover simultaneously with the execution and delivery of this Agreement by the Parties by wire transfer of immediately available funds to the bank account specified by Hanover in writing to Crede. Without implication that the contrary would otherwise be true, Hanover expressly acknowledges and agrees that from and after the date hereof Hanover shall not have any right to, or any obligation in connection with, any of the Escrowed Proceeds (as defined in the Escrow Agreement) or any fees that may be due and payable under the Escrow Agreement.

 

(b) Each of the Company, the Borrowers and Lender hereby (i) consent to such assignment, (ii) agree that Hanover shall no longer have any obligations under the Debt Purchase Agreement from and after the date hereof and (iii) agree that Crede shall be the “Investor” under the Debt Purchase Agreement from and after the date hereof.

 

(c) To the extent the assignment of rights as set out in Sections 1(a) and 1(b) would qualify as a transfer of contract (contractsovername) pursuant to article 6:159 of the Dutch Civil Code, each party to the Debt Purchase Agreement hereby irrevocably provide their cooperation (medewerking) to such transfer of contract.

 

2. Amendments to Debt Purchase Agreement. The Lender, the Borrowers and Crede hereby agree that immediately following the assignment contemplated by Section 1 above:

 

(a) “HANOVER HOLDINGS, LLC (the Investor)” is hereby deleted in the Agreement and replaced from and after the date hereof with “CREDE CG III, LTD. (the Investor)”.

 

(b) Section 2.7 of the Debt Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

“The Purchase Price shall be paid by the Investor to the Lender in cash, by wire transfer of immediately available funds into the Lender's bank account with number NL84DEUT0576865443 on the first (1st) Trading Day immediately following the date on which Court Approval is obtained. The Purchase Price includes any interest accrued under the Facility Agreement from the date of signing this Agreement up to the Effective Date and no additional amounts shall be owed by Investor to Lender with respect to such interest.”

 

(c) Section 6.1(ii) of the Debt Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

2
 

 

“it shall only use the Purchased Debt to obtain Court Approval and for the other purposes expressly contemplated by this Agreement and for no other purposes;”

 

(d) Section 9.1(b) of the Debt Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

“if to the Investor:

 

Crede CG III, Ltd.

11150 Santa Monica Boulevard, Suite 1500

Los Angeles, California 90025

Facsimile: (310) 444-5300

Attention: Terren S. Peizer”

 

3. Entire Agreement; Construction. This Agreement and the exhibits attached hereto, together with the Debt Purchase Agreement and the Escrow Agreement each as respectively amended by this Agreement and the Escrow Amendment Agreement, supersedes all other prior oral or written agreements among the Parties solely with respect to the subject matter hereof and thereof, and this Agreement and the exhibits attached hereto, together with the Debt Purchase Agreement and the Escrow Agreement each as respectively amended by this Agreement and the Escrow Amendment Agreement, contains the entire understanding of the Parties solely with respect to the subject matter hereof and thereof; provided, however, the Debt Purchase Agreement and the Escrow Agreement, each as respectively amended by this Agreement and the Escrow Amendment Agreement, shall remain in full force and effect. The Debt Purchase Agreement and this Agreement shall be read and construed as a single agreement, and all references to the Debt Purchase Agreement shall hereafter refer to the Debt Purchase Agreement, as amended by this Agreement. The Recitals set forth above are hereby incorporated into this Agreement by reference. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

4. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

 

5. Successors and Assigns; No Third Party Beneficiaries; Amendments and Waivers. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Parties hereto, provided that the consent of Hanover shall not be required for any such assignment. This Agreement is intended for the benefit of the Parties and their respective permitted successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. No provision of this Agreement may be amended other than by an instrument in writing signed by the all the Parties, except Hanover’s consent shall not be required for any amendment to Section 2. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

3
 

  

6. Governing Law; Jurisdiction. This Agreement and any contractual or non-contractual obligations arising out of or in connection to it are governed by and shall be construed in accordance with the laws of the Netherlands. The Parties irrevocably agree that the courts of Amsterdam, the Netherlands, are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any contractual or non-contractual obligations arising out of or in connection with this Agreement and that accordingly, any proceedings arising out of or in connection with this Agreement shall be brought in such courts, except that all Parties agree that (a) Crede may file an Action in any State or U.S. federal court in the State of New York for payment of the Purchased Debt or in connection with any claim by Crede against Hanover in connection with a breach by Hanover of this Agreement and (b) Hanover may file an Action in any State or U.S. federal court in the State of New York in connection with any claim by Hanover against Crede in connection with a breach by Crede of any of its obligations to Hanover under this Agreement (including, without limitation, the failure by Crede to make the payment to Hanover required to be made pursuant to Section 1(a)).

 

7. Disclosure. The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Trading Day after the date hereof, (i) issue a press release disclosing all the material terms of this Agreement, in the form attached hereto as Exhibit A (the “Press Release”), and (ii) file a Report of Foreign Private Issuer on Form 6-K describing all the material terms of this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching this Agreement as an exhibit thereto, in the form attached hereto as Exhibit B (the “6-K Filing”). Except as contemplated by the foregoing, neither the Company, its subsidiaries nor any other Party shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (i) the Company shall be entitled, without the prior approval of any Party, to issue the Press Release and file the 6-K Filing and (ii) each Party hereto shall be entitled, without the prior approval of any other Party, to make other public disclosure, in each case of the immediately preceding clauses (i) and (ii), with respect to such transactions (1) in substantial conformity with the Press Release and the 6-K Filing, (2) as is required by applicable law and regulations and (3) as is required in connection with any court proceeding contemplated by the Debt Purchase Agreement.

 

[signature pages follow]

 

4
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

 

    Freeseas Inc.
   
    By: /s/ ALEXANDROS MYLONAS
    Its: Chief Financial Officer

 

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

 

    ADVENTURE TWO S.A.
   
    By: /s/ ALEXANDROS MYLONAS
    Its: Chief Financial Officer
     

 

    ADVENTURE three S.A.
   
    By: /s/ ALEXANDROS MYLONAS
    Its: Chief Financial Officer
     

 

    ADVENTURE SEVEN S.A.
   
    By: /s/ ALEXANDROS MYLONAS
    Its: Chief Financial Officer
     

 

    ADVENTURE eleven S.A.
   
    By: /s/ ALEXANDROS MYLONAS
    Its: Chief Financial Officer

 

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

 

    Hanover Holdings I, LLC
     
   
    By: /s/ MARC MANUEL
    Its: Head of Original and Research

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

 

    Deutsche Bank Nederland N.V.
     
   
    By: /s/ S.S. KOOPMAN
      /s/ B. PLETERA

 

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

 

    Crede CG III, Ltd.
     
   
    By: /s/ TERREN S. PEIZER
    Its:  Managing Director

 

 

 

 EX-99.2 3 v355815_ex99-2.htm EXHIBIT 99.2

 

FreeSeas Announces Assignment of the Debt Purchase and Settlement Agreement

 

Athens, Greece, September 26, 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 vessel, announced today that it has entered into an assignment and amendment agreement (the “Assignment”) with Deutsche Bank Nederland N.V.(“Deutsche Bank”), a Magna Group affiliate fund Hanover Holdings I, LLC (“Hanover”), Crede CG III, Ltd (“Crede”) a wholly-owned subsidiary of Crede Capital Group, and various wholly-owned subsidiaries of the Company.

 

Mr. Ion G. Varouxakis, Chairman, President and Chief Executive Officer of the Company made the following comments: “We are pleased to enter into the Assignment, which will remove, immediately upon appropriate court approval, approximately $30 million of debt from our balance sheet. Since our last announcement on July 5, 2013, we have completed our last trade debt swap into equity of about $5.8 million and our equity line. Based on our improved capital structure and debt free vessels, we will now be able to expedite our plans to pursue opportunities for growth, instead of waiting months for Deutsche Bank to be repaid, capitalizing on the current low market values for vessels and improved shipping market conditions. We have greatly appreciated Magna Group’s contribution, who was instrumental in structuring and executing a series of transactions including the Settlement Agreement, optimally positioning us in the market.”

 

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 various wholly-owned subsidiaries of the Company.

 

Pursuant to the terms of the Settlement Agreement, Hanover agreed to purchase USD$10,500,000 of outstanding indebtedness owed by the Company to Deutsche Bank in accordance with the terms thereof. Upon payment in full of the purchase price to Deutsche Bank for such purchased indebtedness in accordance with the terms of the Settlement Agreement, the remaining outstanding indebtedness of FreeSeas and its subsidiaries to Deutsche Bank will be forgiven, and the mortgages granted to Deutsche Bank on both of its two security vessels discharged and the Company would own these two vessels free and clear of all such liens granted to Deutsche Bank.

 

Pursuant to the Assignment, Hanover assigned all of its rights and obligations under the Settlement Agreement and an escrow agreement to Crede in accordance with the terms thereof. Crede paid Hanover $3,624,345.40 in the aggregate, $2,624,345.40 of which represented the amount deposited in escrow by Hanover and fees and other expenses incurred by Hanover. In addition, the escrow agreement was amended and pursuant thereto Crede deposited an additional $8,002,400 into escrow, following which the entire aggregate amount held in escrow pursuant to the escrow agreement was $10,542,057, which represented the entire purchase price of the purchased indebtedness plus fees and expenses incurred by Deutsche Bank. Such entire amount would be released from escrow to Deutsche Bank upon the receipt of the court approval described in the Settlement Agreement, and the debt forgiveness, mortgage discharge, and owning the two vessels free and clear of all liens granted to Deutsche Bank would occur concurrently with such release.

 

In addition to the foregoing, the Company, in partial consideration for Hanover’s cancellation of certain covenants, issued to Hanover 2,000,000 shares of common stock and granted customary piggy-back registration rights for such shares, together with a demand registration right commencing 120 days after September 25, 2013.

 

 
 

 

FreeSeas Inc. Page 2
September 26, 2013  

 

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.

 

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:

 

At the Company

FreeSeas Inc.

AlexandrosMylonas, 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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