0000919574-17-004698.txt : 20170605 0000919574-17-004698.hdr.sgml : 20170605 20170605084403 ACCESSION NUMBER: 0000919574-17-004698 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170605 DATE AS OF CHANGE: 20170605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hunter Maritime Acquisition Corp. CENTRAL INDEX KEY: 0001679450 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89715 FILM NUMBER: 17890000 BUSINESS ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 011 32 3 247 59 35 MAIL ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hunter Maritime Acquisition Corp. CENTRAL INDEX KEY: 0001679450 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 011 32 3 247 59 35 MAIL ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 SC TO-I/A 1 d7507446_to-i-a.htm


UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________

Amendment No. 6 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Hunter Maritime Acquisition Corp.
(Name of Subject Company (Issuer) and (Name of Filing Person (Issuer))

Class A Common Shares
(Title of Class of Securities)

Y37828111
 (CUSIP Number of Class of Securities)


c/o MI Management Company
Trust Company Complex, Suite 206
Ajeltake Road
P.O. Box 3055
Majuro, Marshall Islands
MH96960
011-323-247-59-11
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)

With a copy to:
Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

CALCULATION OF FILING FEE

Transaction Value:  $82,331,000*
Amount of Filing Fee:  $9,542.17**
* Estimated for purposes of calculating the amount of the filing fee only. The transaction value assumes the purchase of a total of 8,233,100 outstanding Class A common shares of Hunter Maritime Acquisition Corp., par value $0.0001 per share, at the tender offer price of $10.00 per share.
 
**The amount of the filing fee is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $115.90 for each $1,000,000 of the value of the transaction. This fee was previously paid in connection with the initial filing of the Schedule TO on April 27, 2017.

[  ]
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
  
Filing Party:
Form or Registration No.:
  
Date Filed:

[  ]
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates
 
[  ]
Third-party tender offer subject to Rule 14d-1.
[X]
Issuer tender offer subject to Rule 13e-4
[  ]
Going-private transaction subject to Rule 13e-4
[  ]
Amendment to Schedule 13D under Rule 13d-2
[  ]
Check the following box if the filing is a final amendment reporting the results of the tender offer.

AMENDMENT NO. 6 TO SCHEDULE TO
INTRODUCTORY STATEMENT
 Hunter Maritime Acquisition Corp., a  Marshall Islands corporation (the "Company"), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission (the "SEC") on April 27, 2017 (together with all amendments thereto, the "Schedule TO"). The Schedule TO, as amended by this Amendment No. 6 to the Schedule TO ("Amendment No. 6"), relates to the Company's offer to purchase for cash up to 8,233,100 of its Class A shares, par value $0.0001 per share ("Class A common shares"), at a price of $10.00 per share, net to the seller in cash for an aggregate purchase price of up to $82,331,000. The Company's offer is being made upon the terms and subject to certain conditions set forth in the Offer to Purchase,  originally dated April 27, 2017 and amended and restated in its entirety on May 16, 2017 and supplemented by the Supplement to Offer to Purchase dated May 25, 2017 and the Supplement No. 2 to the Offer to Purchase dated May 31, 2017 (the "Offer to Purchase"), and the Amended and Restated Letter of Transmittal (the "Letter of Transmittal"), which, as further amended, restated or supplemented from time to time, together constitute the offer (the "Offer"). The Offer, as further extended by this Amendment No. 6, expires at 5:00 p.m. New York City Time on Friday, June 9, 2017, unless further extended or earlier terminated by the Company.

This Amendment No. 6 should be read in conjunction with the Schedule TO, the Offer to Purchase, and the Letter of Transmittal, as the same may be further amended or supplemented hereafter and filed with the SEC.

The purpose of this Amendment No. 6 is to file as an exhibit a press release announcing the extension of the Offer to 5:00 p.m. New York City time, on Friday, June 9, 2017, from 5:00 p.m. New York City time on Friday, June 2, 2017. This Amendment No. 6 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended.

All information in the Supplement is hereby expressly incorporated by reference in response to all of the items in this Schedule TO. Such information amends and supplements the information previously incorporated by reference in this Schedule TO.

Items 1 through 11.
  
 
On June 5, 2017, the Company issued a press release announcing the extension of the Offer to 5:00 p.m., New York City time, on Friday, June 9, 2017. A copy of the press release is filed as Exhibit (a)(5)(F) to this Amendment No. 6 and is incorporated herein by reference.

Item 12.          Exhibits
 
Item 12 is hereby amended and supplemented by adding the following exhibit:
 
Exhibit
Number
  
 
Description
(a)(5)(F)
  
Press release, dated June 5, 2017
     
SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



 
HUNTER MARITIME ACQUISITION CORP.
   
   
 
/s/ Alexander Saverys                                              
 
Name: Alexander Saverys
 
Title:  Chief Executive Officer
   
Dated: June 5, 2017
  
   



Exhibit Index

 
(a)(1)(A)*
Offer to Purchase, dated April 27, 2017
     
 
(a)(1)(B)*
Letter of Transmittal To Tender Class A Common Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9)
     
 
(a)(1)(C)*
Amended and Restated Offer to Purchase, dated May 16, 2017
     
 
(a)(1)(D)*
Amended and Restated Letter of Transmittal To Tender Class A Common Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9)
     
 
(a)(1)(E)*
Supplement to Offer to Purchase dated May 25, 2017
     
 
(a)(1)(F)*
Second Amended and Restated Letter of Transmittal To Tender Class A Common Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9)
     
 
(a)(1)(G)*
Supplement No. 2 to Offer to Purchase dated May 31, 2017
     
 
(a)(2)
Not applicable.
     
 
(a)(3)
Not applicable.
     
 
(a)(4)
Not applicable.
     
 
(a)(5)(A)*
Press release, dated April 26, 2017.
     
 
(a)(5)(B)*
Press release, dated April 27, 2017.
     
 
(a)(5)(C)*
Investor Presentation, dated May 10, 2017
     
 
(a)(5)(D)*
Press release, dated May 25, 2017
     
 
(a)(5)(E)*
Press release, dated May 31, 2017
     
 
(a)(5)(F)
Press release, dated June 5, 2017
     
 
(b)
Not applicable.
     
 
(d)(1)*
Underwriting Agreement, dated November 18, 2016, by and between the Company and Morgan Stanley & Co. LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(2)*
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Amendment No. 2 to the Registration Statement on Form F-1 of Hunter Maritime Acquisition Corp., filed with the Commission on November 14, 2016.
     
 
(d)(3)*
Registration Rights Agreement, dated November 18, 2016, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(4)*
Letter Agreement, dated November 18, 2016, by and among the Company, the Sponsor, Marc Saverys, Alexander Saverys, Ludovic Saverys, Benoit Timmermans and Thomas Rehder (incorporated by reference to Exhibit 10.2 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
 
     
 
(d)(5)*
Investment Management Trust Agreement, dated November 18, 2016, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(6)*
Warrant Agreement, dated November 18, 2016, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(7)*
Sponsor Warrants Purchase Agreement, dated November 18, 2016, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on November 23, 2016).
     
 
(d)(8)*
Master Agreement, dated April 26, 2017 (incorporated by reference to Exhibit 10.1 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(9)*
Appraisal of Acquisition Vessels of Clarksons Valuations (incorporated by reference to Exhibit 10.2 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(10)*
Appraisal of Acquisition Vessels of SSY Valuation Services Ltd. (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(11)*
Memorandum of Agreement related to the Charlotte Selmer dated April 26, 2017 (incorporated by reference to Exhibit 10.4 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(12)*
Memorandum of Agreement related to the Greta Selmer dated April 26, 2017 (incorporated by reference to Exhibit 10.5 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(13)*
Memorandum of Agreement related to the Lene Selmer dated April 26, 2017 (incorporated by reference to Exhibit 10.6 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(14)*
Memorandum of Agreement related to the Hugo Selmer dated April 26, 2017 (incorporated by reference to Exhibit 10.7 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(15)*
Memorandum of Agreement related to the Tom Selmer dated April 26, 2017 (incorporated by reference to Exhibit 10.8 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(16)*
Form of Technical Management Agreement (incorporated by reference to Exhibit 10.9 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(17)*
Form of Right of First Refusal Agreement (incorporated by reference to Exhibit 10.10 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(18)*
Form of Commercial Management Agreement (incorporated by reference to Exhibit 10.11 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
 
 
(d)(19)*
Form of Business Administration Agreement (incorporated by reference to Exhibit 10.12 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on April 27, 2017).
     
 
(d)(20)*
Amendment No. 1 to Master Agreement, dated May 31, 2017 (incorporated by reference to Exhibit 10.1 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on May 31, 2017).
     
 
(d)(21)*
Addendum No. 1 to the Memorandum of Agreement related to the Charlotte Selmer dated May 31, 2017 (incorporated by reference to Exhibit 10.2 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on May 31, 2017).
     
 
(d)(22)*
Addendum No. 1 to the Memorandum of Agreement related to the Greta Selmer dated May 31, 2017 (incorporated by reference to Exhibit 10.3 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on May 31, 2017).
     
 
(d)(23)*
Addendum No. 1 to the Memorandum of Agreement related to the Lene Selmer dated May 31, 2017 (incorporated by reference to Exhibit 10.4 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on May 31, 2017).
     
 
(d)(24)*
Addendum No. 1 to the Memorandum of Agreement related to the Hugo Selmer dated May 31, 2017 (incorporated by reference to Exhibit 10.5 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on May 31, 2017).
     
 
(d)(25)*
Addendum No. 1 to the Memorandum of Agreement related to the Tom Selmer dated May 31, 2017 (incorporated by reference to Exhibit 10.6 to the Form 6-K of Hunter Maritime Acquisition Corp., filed with the Commission on May 31, 2017).
     
 
(g)
Not applicable.
     
 
(h)
Not applicable.

*Previously Filed.
 EX-99.(A)(5)(F) 2 d7507294_ex99-a-5-f.htm
 
Hunter Maritime Acquisition Corp. Announces Extension of Tender Offer to Purchase up to 8,233,100 of its Class A Common Shares—Tender Offer, as extended, will Expire at 5:00 p.m. New York City Time on Friday, June 9, 2017, Unless Further Extended or Earlier Terminated

June 5, 2017 – Hunter Maritime Acquisition Corp. (Nasdaq: HUNT) (the "Company") today announced that its previously announced tender offer, as amended and supplemented, (the "Tender Offer") to purchase up to 8,233,100 of its Class A common shares, par value $0.0001 per share, at a purchase price of $10.00 per Class A common share has been extended until 5:00 p.m. New York City time on Friday, June 9, 2017, unless further extended or earlier terminated by the Company (the "Expiration Date").
The Class A common shares are currently listed on the Nasdaq Capital Market under the symbol "HUNT". The last reported trading price of the Company's Class A common shares on the Nasdaq Capital Market on June 2, 2017 was $9.97 per share. As of June 2, 2017, 12,456,803 Class A common shares have been validly tendered pursuant to the Tender Offer and not properly withdrawn.
Only Class A common shares validly tendered prior to the Expiration Date, and not properly withdrawn, will be purchased by the Company pursuant to the Tender Offer. The Company's obligation to purchase Class A common shares pursuant to the Tender Offer is subject to the satisfaction of certain conditions.  There will be no proration in the event more than 8,233,100 Class A common shares are validly tendered and not properly withdrawn.  Class A common shares tendered pursuant to the Tender Offer but not purchased by the Company in the Tender Offer will be returned at the Company's expense promptly following the expiration of the Tender Offer.
The Tender Offer is being made in connection with the Company's previously announced proposed acquisition of five identified Capesize dry bulk carriers, for an aggregate purchase price of $133.5 million in cash, in an en-bloc transaction, subject to the satisfaction of certain important conditions precedent (the "Acquisition"). The completion of the Tender Offer is a condition of the consummation of the Acquisition. The Tender Offer is being made pursuant to the Company's organizational documents to provide the Company's public shareholders with an opportunity to redeem their Class A common shares for a pro rata portion of the trust account (the "Trust Account") established to hold the proceeds of the Company's initial public offering consummated on November 23, 2016. The Company intends to fund the purchase of Class A common shares in the Tender Offer with cash available to the Company from the Trust Account.
The Company's board of directors recommends that existing shareholders not tender their Class A common shares after they review the Offer to Purchase, contained in the Company's tender offer statement on Schedule TO, as amended, which has been filed with the U.S. Securities and Exchange Commission (the "SEC") and which has been distributed to shareholders.
About Hunter Maritime Acquisition Corp.
Hunter Maritime Acquisition Corp. is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, debt acquisition, stock purchase, reorganization or other similar business combination, vessels, vessel contracts (including contracts for the purchase and charter-in of vessels) or one or more operating businesses, which the Company intends to be in the international maritime shipping industry.
Important Legal Information
This announcement is for informational purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell securities of the Company. The Company has filed a tender offer statement on Schedule TO containing an offer to purchase, form of letter of transmittal and other documents relating to the Tender Offer, as such documents have been or may be amended from time to time. These documents contain important information about the Tender Offer that should be read carefully and considered before any decision is made with respect to the Tender Offer. These materials have been and will be made available to the shareholders of the Company at no expense to them. In addition, such materials (and all other documents filed by the Company with SEC are, and will be, available at no charge from the SEC through its website at www.sec.gov. Shareholders may also obtain free copies of the documents filed with the SEC by the Company by directing a request to Morrow Sodali LLC, as Information Agent for the Tender Offer, by telephone at: (800) 662-5200 or by email at: HUNT.info@morrowsodali.com. Shareholders of the Company are urged to read the Tender Offer documents and other relevant materials before making any investment decision with respect to the Tender Offer because they contain important information about the Tender Offer and the Acquisition described herein.
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. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.