The Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
|
N/A
(I.R.S. Employer
Identification No.)
|
|
Eneti Inc.
9, Boulevard Charles III
MC 98000 Monaco
377 9798 5715
(Address and telephone number of Registrant's principal executive offices)
|
Seward & Kissel LLP
Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone number of agent for service)
|
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
(212) 480-8421 (facsimile number)
|
||
The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
|
PROSPECTUS SUMMARY
|
1
|
THE OFFERING
|
4
|
RISK FACTORS
|
5
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
6
|
USE OF PROCEEDS
|
8
|
CAPITALIZATION
|
9
|
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
|
10
|
SELLING SHAREHOLDERS |
11 |
PLAN OF DISTRIBUTION
|
12
|
EXPENSES
|
14
|
LEGAL MATTERS
|
14
|
EXPERTS
|
14
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
14
|
Vessel
|
|
Seajacks Scylla
|
|
Seajacks
Zaratan |
|
Seajacks
Hydra |
|
Seajacks
Leviathan |
|
Seajacks
Kraken |
|
Newbuilding WTIVs
|
Design
|
|
NG14000X
|
|
NG5500C
|
|
NG2500X
|
|
NG2500X
|
|
NG2500X
|
|
NG16000X
|
Delivery
|
|
Nov 2015
|
|
May 2012
|
|
June 2014
|
|
June 2009
|
|
March
2009 |
|
Q3 2024 – Q2
2025 |
Yard
|
|
Samsung Heavy
Industries |
|
Lamprell
Energy Limited |
|
Lamprell
Energy Limited |
|
Lamprell
Energy Limited |
|
Lamprell
Energy Limited |
|
Daewoo
|
Flag
|
|
Panama
|
|
Japan
|
|
Panama
|
|
Panama
|
|
Panama
|
|
Marshall
Islands |
Length overall (m)
|
|
139
|
|
109
|
|
75
|
|
75
|
|
75
|
|
148/144
|
Width (m)
|
|
50
|
|
41
|
|
36
|
|
36
|
|
36
|
|
56
|
Main crane capacity (t)
|
|
1,540
|
|
800
|
|
400
|
|
400
|
|
300
|
|
2,600
|
Boom length (m)
|
|
105
|
|
92
|
|
73
|
|
78
|
|
70
|
|
149
|
Main deck area (m2)
|
|
4,600
|
|
2,000
|
|
900
|
|
900
|
|
900
|
|
5400
|
Pre-load per leg (t/leg)
|
|
14,000
|
|
5,500
|
|
2,700
|
|
2,700
|
|
2,700
|
|
16,800
|
Max jacking load (t/leg)
|
|
7,680
|
|
3,200
|
|
1,475
|
|
1,475
|
|
1,475
|
|
9,312
|
Turbine carrying capacity
|
|
12-14MW+class
|
|
9.5MW
class |
|
4MW
class |
|
4MW
class |
|
4MW
class |
|
4-6 x 15-20
MW class |
DP system
|
|
DP2
|
|
DP2
|
|
DP2
|
|
DP2
|
|
DP2
|
|
DP2 plus
|
Max POB (pax)
|
|
130
|
|
90
|
|
100
|
|
120
|
|
90
|
|
130
|
Leg length (m)
|
|
105
|
|
85
|
|
85
|
|
85
|
|
85
|
|
109
|
Water depth (m)
|
|
65
|
|
55
|
|
48
|
|
48
|
|
48
|
|
65
|
Thrusters
|
|
3 x 3,000kW +
3 x aft |
|
2 x
2,000kW + 3 x 1,500kW |
|
4 x
1,500kW |
|
4 x
1,500kW |
|
4 x
1,500kW |
|
4x3500kW
aft+3x3500kW fwd |
Maximum number of Common Shares offered by the Selling Shareholders
|
4,512,836 Common Shares
|
|
Shares Issued and Outstanding as of June 30, 2022
|
40,738,704 Common Shares
|
|
Use of Proceeds
|
All Common Shares sold pursuant to this prospectus will be sold by the Selling Shareholders. We will not receive any
of the proceeds from such sales.
|
|
Listing
|
Our Common Shares are currently listed on the NYSE under the symbol “NETI.”
|
|
Risk Factors
|
An investment in our Common Shares involves certain risks. You should carefully consider the risks described under
"Risk Factors" on page 5 of this prospectus, and other risk factors contained in any applicable prospectus supplement, as well risk factors and other information included in or incorporated by reference herein and therein before
making an investment decision.
|
• |
our future operating or financial results;
|
• |
changes in demand for WTIV capacity;
|
• |
the strength of world economies and currencies;
|
• |
the length and severity of the continuing novel coronavirus (COVID-19) outbreak, including its effects on demand for WTIVs and the installation of offshore windfarms;
|
• |
our ability to successfully employ our existing and newbuilding WTIVs and the availability and suitability of our vessels for customer projects;
|
• |
our ability to compete successfully for future chartering and newbuilding opportunities;
|
• |
our continued ability to employ our vessels;
|
• |
fluctuations in interest rates and foreign exchange rates;
|
• |
early termination of customer contracts, our failure to secure new contracts for our vessels or the failure of counterparties to fully perform their contracts with us;
|
• |
our ability to successfully identify, consummate, integrate and realize the expected benefits from acquisitions and changes to our business strategy;
|
• |
our ability to successfully operate in new markets;
|
• |
capacity of the company to monetize the 3 2500 Vessels;
|
• |
changes in our operating expenses, including bunker prices, drydocking and insurance costs;
|
• |
compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations;
|
• |
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
• |
potential liability from pending or future litigation;
|
• |
general domestic and international political conditions or hostilities, including the continuing conflict between Russia and Ukraine;
|
• |
potential disruption of shipping routes due to accidents or political events;
|
• |
our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations;
|
• |
our continued borrowing availability under our debt agreements and compliance with the covenants contained therein;
|
• |
fluctuations in the value of our vessels and investments;
|
• |
our ability to fund future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of
completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);
|
• |
potential exposure or loss from investment in derivative instruments or other equity investments in which we invest;
|
• |
potential conflicts of interest involving members of our Board of Directors and senior management and our significant shareholders; and
|
• |
our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned.
|
June 30, 2022 | ||||
Actual
|
||||
Cash (including Restricted Cash)
|
$ |
41,046
|
||
Current Debt:
|
||||
Bank loans
|
11,975
|
|||
Redeemable Notes
|
- | |||
Non-Current Debt:
|
||||
Bank loans
|
58,275
|
|||
Total Debt
|
$ |
70,250
|
||
Shareholders equity:
|
||||
Preferred Stock
|
-
|
|||
Common Stock
|
1,134
|
|||
Paid-in-Capital
|
2,060,862
|
|||
Treasury Shares
|
(717
|
)
|
||
Accum Deficit
|
(1,381,145
|
)
|
||
Total Shareholders' Equity
|
680,134
|
|||
Total Capitalization
|
$ |
750,384
|
Name of Selling Shareholder
|
Common Shares Owned Before Offering(1)
|
Percentage of Class Prior to the Offering (2)
|
Total Common Shares Offered Hereby
|
Common Shares Owned Following the Offering
|
Percentage of Class Following the Offering
|
Japan Offshore Wind Power LLC
|
4,102,578
|
10.09%
|
4,102,578
|
0
|
-
|
MOL Offshore Energy Limited
|
410,258
|
1.01%
|
410,258
|
0
|
-
|
(1)
|
Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Exchange Act,
and generally includes voting or investment power with respect to securities.
|
(2)
|
Based on 40,738,704 Common Shares outstanding as of June 30, 2022.
|
• |
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
• |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
|
• |
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
|
• |
trading plans entered into by the Selling Shareholders pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place
at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans.
|
• |
enter into transactions involving short sales of our Common Shares by broker-dealers;
|
• |
sell Common Shares short and deliver the shares to close out short positions;
|
• |
enter into option or other types of transactions that require the Selling Shareholders to deliver Common Shares to a broker-dealer, who will then resell or transfer the
Common Shares under this prospectus; or
|
• |
loan or pledge the Common Shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
Commission registration fee
|
$ 2,280
|
|
Legal fees and expenses
|
$_______*
|
|
Accounting fees and expenses
|
$_______*
|
|
Miscellaneous
|
$_______*
|
|
Total
|
$_______*
|
• |
Our Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Commission on April 15, 2022, containing our audited
consolidated financial statements and related notes thereto for the fiscal year ended December 31, 2021; and
|
• |
Our Reports on Form 6-K, filed with the Commission on November 8, 2021, May 12, 2022, May 20, 2022, May 25, 2022, June 3, 2022 and August 3, 2022.
|
MONACO
|
|
NEW YORK
|
9, Boulevard Charles III, MC 98000 Monaco
Tel: +377-9798-5715
|
|
150 East 58th Street, New York, NY 10155
Tel: (646) 432-1675
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information
in this registration statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the
Securities Act of 1933 or Rule 3-19 under the Securities Act of 1933 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
|
(5) |
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:
|
(i) |
If the registrant is relying on Rule 430B:
|
(6) |
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(h) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
|
(i) |
The undersigned registrant hereby undertakes that:
|
(j) – (k) |
Not applicable.
|
ENETI INC.
(Registrant)
|
|
By: /s/ Hugh Baker
|
|
Name: Hugh Baker
Title: Chief Financial Officer
|
Signature
|
Title
|
||
/s/ Emanuele A. Lauro
|
Chief Executive Officer,
|
||
Emanuele A. Lauro
|
Chairman and Director
(Principal Executive Officer)
|
||
/s/ Robert Bugbee
|
President and Director
|
||
Robert Bugbee
|
|||
/s/ Hugh Baker
|
Chief Financial Officer
|
||
Hugh Baker
|
(Principal Financial Officer and Principal Accounting Officer)
|
||
/s/ Roberto Giorgi
|
Director
|
||
Roberto Giorgi
|
|||
/s/ Einar Michael Steimler
|
Director
|
||
Einar Michael Steimler
|
|||
/s/ Christian M. Gut
|
Director
|
||
Christian M. Gut
|
|||
/s/ Thomas Ostrander
|
Director
|
||
Thomas Ostrander
|
|||
/s/ James B. Nish
|
Director
|
||
James B. Nish
|
|||
/s/ Berit Ledel Henriksen
|
Director
|
||
Berit Ledel Henriksen
|
|||
/s/ Hiroshi Tachigami
|
Director
|
||
Hiroshi Tachigami
|
|||
SCORPIO SALT LLC
|
||
By:
|
/s/ Hugh Baker
|
|
Name:
|
Hugh Baker
|
|
Title:
|
Authorized Person
|
Number
|
Description
|
|
1.1
|
Form of Underwriting Agreement*
|
|
4.1
|
||
5.1
|
||
8.1
|
||
23.1
|
||
23.2
|
||
23.3
|
||
23.4 |
Consent of BDO LLP, independent accountants |
|
23.5
|
Consent of Seward & Kissel LLP (included in Exhibit 5.1 and Exhibit 8.1)
|
|
24.1
|
||
107
|
(1)
|
Incorporated by reference to the Company’s Form 8-A12B/A, filed with the Commission on February 16, 2021.
|
*
|
To be filed either as an amendment to this Registration Statement or as an exhibit to a report of the Registrant filed pursuant to the
Exchange Act and incorporated by reference into this Registration Statement.
|
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
|||
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
||
August 5, 2022
|
Re: |
Eneti Inc.
|
Very truly yours,
|
|
/s/ SEWARD & KISSEL LLP
|
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
|||
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
||
August 5, 2022
|
Re: |
Eneti Inc.
|
Very truly yours,
|
|
/s/ Seward & Kissel LLP
|
(1) |
we have accurately described the information and data of the offshore wind industry, subject to the availability and reliability of the data supporting the
statistical and graphical information presented; and
|
(2) |
our methodologies for collecting information and data may differ from those of other sources and does not reflect all or even necessarily a comprehensive set
of the actual transactions occurring in the offshore wind industry.
|
/s/ J. Pimblett-Speck
|
|
J. Pimblett-Speck
|
|
Senior Market Consultant
|
|
4C Offshore Ltd.
|
Title of Each Class of
Securities to be Registered |
Amount to
be Registered |
Price per
Share
|
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee |
Common Shares, par value $0.01 per share,
to be offered by the Selling Shareholders
|
4,512,836 (1)
|
$6.46 (2)
|
$29,152,920.56 (2)
|
$2,703 (2)
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended, the Common Shares being registered hereunder include such indeterminate amount of shares
as may be issuable as a result of stock splits, stock dividends or similar transactions.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the
average of the high and low prices per share of the registrant's Common Shares as reported on the New York Stock Exchange on August 1, 2022.
|