Marshall Islands
(State or other jurisdiction of incorporation or organization) |
4412
(Primary Standard Industrial Classification Code Number) |
66-0818228
(I.R.S. Employer Identification Number) |
Dorian LPG Ltd.
c/o Dorian LPG (USA) LLC 27 Signal Road Stamford, Connecticut 06902 (203) 674‑9900 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq. One Battery Park Plaza New York, New York 10004 (212) 574‑1200 (Name, address and telephone number of agent for service) |
Copies to:
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Gary J. Wolfe, Esq.
Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574‑1200 (telephone number) (212) 480‑8421 (facsimile number) |
Large accelerated filer ◻
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Accelerated filer ⌧
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Non-accelerated filer ◻
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Smaller reporting company ◻
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Emerging growth company ⌧
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Title of Each Class of Securities to be Registered
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Amount to be Registered(1)
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Proposed Maximum Aggregate Offering Price(1)(2)
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Amount of Registration Fee(3)
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Common Shares, par value $0.01 per share
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Preferred Shares, par value $0.01 per share
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Debt Securities(4)
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Warrants(5)
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Purchase Contracts(6)
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Rights(7)
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Units(8)
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Total
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$500,000,000
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$60,600*
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*
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Previously paid.
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(1)
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Such amount in U.S. dollars as shall result in an aggregate public offering price for all securities of $500,000,000. Also includes such indeterminate amount of debt securities, common shares and preferred
shares as may be issued upon conversion or exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to General Instruction II.D of Form S-3, the table does not specify by
each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of
all securities sold by Dorian LPG Ltd. pursuant to this registration statement exceed $500,000,000. Dorian LPG Ltd. has previously paid $50,350 with respect to $500,000,000 aggregate initial offering price of securities previously registered
and remaining unissued under the Registration Statement on Form S-3 (333-208375), filed by Dorian LPG Ltd. on December 7, 2015. Pursuant to Rule 457(p), such unutilized filing fees are being applied to the filing fee payable pursuant to this
Registration Statement.
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(3)
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Calculated in accordance with Rule 457(o) under the Securities Act of 1933 to be $60,600, which is equal to 0.0001212 multiplied by the proposed maximum aggregate offering price of $500,000,000.
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(4)
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If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000.
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(5)
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There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
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(6)
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There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
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(7)
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There is being registered hereunder an indeterminate number of rights as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000.
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(8)
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There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $500,000,000. Units may consist of any
combination of the securities offered by Dorian LPG Ltd. registered hereunder.
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Exhibit Number
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Description
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1.1
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Form of Underwriting Agreement (for equity securities)*
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1.2
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Form of Underwriting Agreement (for debt securities)*
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3.1
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3.2
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3.3
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4.1
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4.2
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Form of Preferred Share Certificate*
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4.4
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Form of Warrant Certificate*
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4.5
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Form of Rights Certificate*
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4.6
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4.7
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4.8
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Form of Warrant Agreement*
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4.9
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Form of Purchase Contract*
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4.10
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Form of Rights Agreement*
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4.11
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Form of Unit Agreement*
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5.1
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8.1
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23.1
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23.2
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23.3
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24.1
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25.1
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Form T-1 Statement of Eligibility of Trustee under Debt Indenture (senior indenture)**
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25.2
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Form T-1 Statement of Eligibility of Trustee under Debt Indenture (subordinated indenture)**
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* |
To be filed by amendment or as an exhibit to a current report on Form 8-K and incorporated by reference herein, if applicable.
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To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the applicable rules thereunder.
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*** |
Previously filed.
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DORIAN LPG LTD.
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By:
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/s/ John C. Hadjipateras
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Name: John C. Hadjipateras
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Title: Chairman, President and Chief Executive Officer; President, Dorian LPG (USA) LLC
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Signature
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Title
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/s/ John C. Hadjipateras |
Chairman, President and Chief Executive Officer; President, |
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John C. Hadjipateras
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Dorian LPG (USA) LLC (Principal Executive Officer)
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/s/ * |
Chief Financial Officer and Treasurer; Chief Financial Officer and Treasurer, Dorian LPG (USA) LLC |
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Theodore B. Young
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ *
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Director; Chief Executive Officer, Dorian LPG (USA) LLC
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John C. Lycouris
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/s/ *
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Director
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Thomas J. Coleman
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/s/ *
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Director
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Ted Kalborg
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/s/ *
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Director
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Øivind Lorentzen
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/s/ *
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Director
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Malcolm McAvity
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/s/ *
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Director
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Christina Tan
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* By:
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/s/ Gary J. Wolfe
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Gary J. Wolfe
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Attorney-in-fact
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