0000919574-18-006093.txt : 20180911 0000919574-18-006093.hdr.sgml : 20180911 20180911171837 ACCESSION NUMBER: 0000919574-18-006093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180911 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180911 DATE AS OF CHANGE: 20180911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DORIAN LPG LTD. CENTRAL INDEX KEY: 0001596993 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36437 FILM NUMBER: 181065511 BUSINESS ADDRESS: STREET 1: 27 SIGNAL ROAD CITY: STAMFORD STATE: CT ZIP: 06878 BUSINESS PHONE: 203-978-1234 MAIL ADDRESS: STREET 1: 27 SIGNAL ROAD CITY: STAMFORD STATE: CT ZIP: 06878 8-K 1 d8063573_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2018
 
 
 
DORIAN LPG LTD.
  
 
(Exact name of registrant as specified in its charter)
  

Republic of the Marshall Islands
  
001-36437
  
66-0818228
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(IRS employer identification no.)
         
c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut
      
06902
(Address of principal executive offices)
      
(Zip Code)

(Registrant's telephone number, including area code): 203-674-9900


(Former Name or Former Address, if Changed Since Last Report): None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
 
 

Introductory Note
 

The information contained in this Current Report on Form 8-K is hereby incorporated by reference into (i) the registration statement on Form S-3 (File No. 333-200714) of Dorian LPG Ltd. (the "Company"), filed with the U.S. Securities and Exchange Commission (the "Commission") on June 29, 2015 and (ii) the registration statement on Form S-3 (File No. 333-208375) of the Company, filed with the Commission on December 7, 2015.

Item 8.01 Other Events
 
On September 11, 2018, the Company issued a press release entitled "Dorian LPG Issues Statement Regarding Engagement with BW."
 
Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
Description
   
 
 

 
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.
 

Dated: September 11, 2018
 DORIAN LPG LTD.
(registrant)
 
     
 
By:
/s/ Theodore B. Young
  
   
Theodore B. Young
   
Chief Financial Officer


EX-99.1 2 d8063573_ex99-1.htm
Exhibit 99.1

 
Dorian LPG Issues Statement Regarding Engagement With BW
 
STAMFORD, Conn., Sept. 11, 2018 -- Dorian LPG (NYSE: LPG) today issued the following statement in response to quotes in the press from representatives of BW LPG about Dorian's level of engagement following BW's unsolicited proposal:
 
"We welcome input and feedback from all of our shareholders. The board and management team are singularly focused on maximizing value for Dorian shareholders.
 
"It is in this spirit that Dorian has met multiple times with BW's leadership team, including an in-person meeting with the entire Dorian board and BW. We also requested information regarding BW's net asset values since July—we did not make providing that info a condition to these meetings—and BW only provided this information just a few days ago. We are in the process of scheduling a meeting to discuss this information with BW.
 
"It is disingenuous for BW to characterize Dorian as nonresponsive, and to completely mislead shareholders by failing to discuss the facts of the situation.
 
"The Dorian Board and management team continue to explore whether BW can deliver appropriate value to Dorian shareholders as we evaluate the opportunities before us. We will not close doors to potential opportunities, and will respond to BW's proposal in due course."
 
About Dorian LPG Ltd.
 
Dorian LPG is a liquefied petroleum gas shipping company and a leading owner and operator of modern VLGCs. Dorian LPG's fleet currently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA, London, United Kingdom and Athens, Greece.
 
Dorian has retained Evercore as its financial advisor and Wachtell, Lipton, Rosen & Katz and Seward & Kissel LLP as legal advisors.
 
Additional Information and Where to Find It
 
Dorian LPG intends to file with the SEC a proxy statement in connection with the 2018 Annual Meeting with an associated BLUE proxy card. The definitive proxy statement will be mailed to Dorian shareholders. INVESTORS AND SECURITY HOLDERS OF DORIAN ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC at the SEC's website at www.sec.gov.
 
Certain Information Concerning Potential Participants
 
Dorian, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2018 Annual Meeting. Detailed information regarding the identity of potential participants, and their respective interests in Dorian by security holdings or otherwise, will be set forth in the definitive proxy statement for the 2018 Annual Meeting. Additional information can be found in Dorian' most recent annual report on Form 10-K. These documents may be obtained for free at the SEC's website at www.sec.gov or by calling Dorian' proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-(888) 750-5834.
 
Forward-looking Statements
 
This press release contains "forward-looking statements." Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "may," "should" and similar expressions are forward-looking statements. These statements are not historical facts but instead represent only the Company's belief regarding future results, many of which, by their nature are inherently uncertain and outside of the Company's control. Actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company's Annual Report on Form 10-K, under the heading "Risk Factors." The Company does not assume any obligation to update the information contained in this press release.
 
For further information:

Dorian LPG Ltd
Ted Young
Chief Financial Officer (203) 674-9900 
IR@dorianlpg.com
 
Kekst
Ruth Pachman or Mark Semer
(212) 521-4800
ruth.pachman@kekst.com or mark.semer@kekst.com