Republic of the Marshall Islands
|
N/A
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
Castor Maritime Inc.
Attn: Petros Panagiotidis
Christodoulou Chatzipavlou 223
Hawaii Royal Gardens, Apart. 16
3036 Limassol
Cyprus
+ 357 25 357 767
|
Seward & Kissel LLP
Attn: Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
|
(Address and telephone number of Registrant's
principal executive offices)
|
(Name, address and telephone number of agent
for service)
|
Title of Each Class of
Securities to be Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
||
Primary Offering
|
|||||
Common Shares, par value $0.01 per share
|
|||||
Preferred Share Purchase Rights(4)
|
|||||
Preferred Shares
|
|||||
Debt Securities(5)
|
|||||
Warrants(6)
|
|||||
Purchase Contracts(7)
|
|||||
Rights(8)
|
|||||
Units(9)
|
|||||
Primary Offering Total
|
$ 100,000,000
|
$ 100,000,000
|
(1)(2)
|
$ 12,120
|
(3)
|
(1) |
An indeterminate aggregate initial offering amount or number of common shares, preferred shares, debt securities, warrants, purchase contracts, rights and units
are being registered as may from time to time be issued in offerings at indeterminate prices in an aggregate amount not to exceed $100,000,000 or the equivalent thereof in foreign currencies. Also includes such indeterminate amount of
securities of the types listed above that are convertible or rearrangeable into one or more of the securities listed above.
|
(2) |
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.C of Form F-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 Castor Maritime Inc. pursuant to this registration statement exceed $100,000,000.
|
(3) |
Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
|
(4) |
Preferred share purchase rights are not currently separable from the common shares and are not currently exercisable. The value attributable to the preferred
stock purchase rights, if any, will be reflected in the market price of the common shares.
|
(5) |
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 $100,000,000.
|
(6) |
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 $100,000,000.
|
(7) |
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 $100,000,000.
|
(8) |
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 $100,000,000.
|
(9) |
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 $100,000,000. Units may consist of any combination of the securities offered by Castor Maritime Inc. registered hereunder.
|
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.
|
(1)
|
our common shares (including preferred share purchase rights),
|
|
(2)
|
our preferred shares,
|
|
(3)
|
our debt securities,
|
|
(4)
|
our warrants,
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|
(5)
|
our purchase contracts
|
|
(6)
|
our rights, and
|
|
(7)
|
our units.
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
2
|
PROSPECTUS SUMMARY
|
4
|
RISK FACTORS
|
5
|
SHARE HISTORY AND MARKETS
|
6
|
USE OF PROCEEDS
|
7
|
CAPITALIZATION
|
8
|
ENFORCEMENT OF CIVIL LIABILITIES
|
9
|
PLAN OF DISTRIBUTION
|
10
|
DESCRIPTION OF SHARE CAPITAL
|
12
|
DESCRIPTION OF DEBT SECURITIES
|
19
|
DESCRIPTION OF WARRANTS
|
25
|
DESCRIPTION OF PURCHASE CONTRACTS
|
26
|
DESCRIPTION OF RIGHTS
|
27
|
DESCRIPTION OF UNITS
|
28
|
EXPENSES
|
29
|
LEGAL MATTERS
|
29
|
EXPERTS
|
29
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
29
|
· |
general dry bulk shipping market conditions, including fluctuations in charter rates and our Vessel’s value;
|
· |
our future operating or financial results;
|
· |
our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations;
|
· |
our ability to successfully employ our Vessel;
|
· |
changes in demand in the dry bulk shipping industry,
including the market for our Vessel;
|
· |
changes in our operating expenses, including bunker prices, dry docking and insurance costs;
|
· |
our ability to meet requirements for additional capital
and financing to grow our business;
|
· |
planned or pending acquisitions, business strategy and expected capital spending or operating expenses, including dry-docking, surveys, upgrades and insurance
costs;
|
· |
changes in governmental rules and regulations or actions
taken by regulatory authorities;
|
· |
our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions as planned;
|
· |
Vessel breakdowns and instances of off-hire;
|
· |
potential conflicts of interest involving members of our board of directors, or the Board, and senior management;
|
· |
potential liability from pending or future litigation;
|
· |
potential exposure or loss from investment in derivative instruments;
|
· |
forecasts of our ability to make cash distributions on our common units or any increases in our cash distributions
|
· |
our ability to make additional borrowings and to access debt and equity markets
|
· |
the strength of world economies;
|
· |
stability of Europe and the Euro;
|
· |
fluctuations in interest rates and foreign exchange rates;
|
· |
changes in seaborne and other transportation;
|
· |
our anticipated incremental general and administrative expenses as a publicly traded company and our fees and expenses payable under the Vessel management
agreement with our Manager;
|
· |
general domestic and international political conditions;
|
· |
our business strategy and other plans and objectives for future operations;
|
· |
termination dates and extensions of charters; and
|
· |
potential disruption of shipping routes due to accidents or political events.
|
Vessel Name
|
Year Built
|
Type of Charter
|
Capacity (dwt)
|
Delivered to Castor
|
Earliest Charter Expiration
|
Latest Charter Expiration
|
||
Magic P
|
2004
|
Time Charter
|
76,453
|
September 2017
|
August 2019
|
November 2019 (1)
|
· |
our existing shareholders' proportionate ownership interest in us may decrease;
|
· |
the amount of cash available for dividends payable on our common shares may decrease;
|
· |
the relative voting strength of each previously outstanding common share may be diminished; and
|
· |
the market price of our common shares may decline.
|
· |
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 us 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 our 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 us 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.
|
· |
the designation of the series;
|
· |
the number of shares of the series;
|
· |
the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and
|
· |
the voting rights, if any, of the holders of the series.
|
· |
not be redeemable;
|
· |
entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of the our outstanding common shares (by reclassification or otherwise), declared on our common
shares since the immediately preceding quarterly dividend payment date; and
|
· |
entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company.
|
· |
the designation, aggregate principal amount and authorized denominations;
|
· |
the issue price, expressed as a percentage of the aggregate principal amount;
|
· |
the maturity date;
|
· |
the interest rate per annum, if any;
|
· |
if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which
payment of interest will commence and the regular record dates for interest payment dates;
|
· |
any optional or mandatory sinking fund provisions or exchangeability provisions;
|
· |
the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period and
other conversion provisions;
|
· |
whether the debt securities will be our senior or subordinated securities;
|
· |
whether the debt securities will be our secured or unsecured obligations;
|
· |
the applicability and terms of any guarantees;
|
· |
the date, if any, after which and the price or prices at which the debt securities may be optionally redeemed or must be mandatorily redeemed and any other
terms and provisions of optional or mandatory redemptions;
|
· |
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
|
· |
if other than the full principal amount, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration or
provable in bankruptcy;
|
· |
any events of default not set forth in this prospectus;
|
· |
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United
States of America;
|
· |
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of
the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
|
· |
whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may be
made;
|
· |
if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of
America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
|
· |
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency
other than that in which the debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
|
· |
any restrictive covenants or other material terms relating to the debt securities;
|
· |
whether the debt securities will be issued in the form of global securities or certificates in registered form;
|
· |
any listing on any securities exchange or quotation system;
|
· |
additional provisions, if any, related to defeasance and discharge of the debt securities; and
|
· |
any other special features of the debt securities.
|
· |
our ability to incur either secured or unsecured debt, or both;
|
· |
our ability to make certain payments, dividends, redemptions or repurchases;
|
· |
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
· |
our ability to make investments;
|
· |
mergers and consolidations by us or our subsidiaries;
|
· |
sales of assets by us;
|
· |
our ability to enter into transactions with affiliates;
|
· |
our ability to incur liens; and
|
· |
sale and leaseback transactions.
|
(1) |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
(2) |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section
which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
|
(3) |
reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or
analogous obligation;
|
(4) |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the
securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
|
(5) |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
(6) |
makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications
affecting shareholders or certain currency-related issues; or
|
(7) |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities;
|
· |
default in any payment of interest when due which continues for 30 days;
|
· |
default in any payment of principal or premium at maturity;
|
· |
default in the deposit of any sinking fund payment when due;
|
· |
default in the performance of any covenant in the debt securities or the applicable indenture which
|
· |
continues for 60 days after we receive notice of the default;
|
· |
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible
or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice
of the default; and
|
· |
events of bankruptcy, insolvency or reorganization.
|
· |
the title of such warrants;
|
· |
the aggregate number of such warrants;
|
· |
the price or prices at which such warrants will be issued;
|
· |
the number and type of our securities purchasable upon exercise of such warrants;
|
· |
the price at which our securities purchasable upon exercise of such warrants may be purchased;
|
· |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
· |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
· |
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
· |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
· |
information with respect to book-entry procedures, if any;
|
· |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
· |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
· |
the exercise price for the rights;
|
· |
the number of rights issued to each shareholder;
|
· |
the extent to which the rights are transferable;
|
· |
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
|
· |
the date on which the right to exercise the rights will commence and the date on which the right will expire;
|
· |
the amount of rights outstanding;
|
· |
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
|
· |
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
|
· |
the terms of the units and of the rights, purchase contracts, warrants, debt securities, preferred shares and common shares comprising the units, including
whether and under what circumstances the securities comprising the units may be traded separately;
|
· |
a description of the terms of any unit agreement governing the units;
|
· |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
· |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
SEC registration fee
|
$
|
12,120
|
||
Printing and engraving expenses
|
$ |
*
|
||
Legal fees and expenses
|
$ |
*
|
||
FINRA fee
|
$ |
*
|
||
NASDAQ Supplemental Listing Fee
|
$ |
*
|
||
Accounting fees and expenses
|
$ |
*
|
||
Miscellaneous
|
$ |
*
|
||
Total
|
$ |
*
|
* |
To be provided by a prospectus supplement or as an exhibit to a report on Form 6-K that is incorporated by reference into this registration statement.
|
· |
Current Report on Form 6-K dated June 4, 2019, which includes the unaudited condensed consolidated interim financial statements and related Management's
Discussion and Analysis of Financial Condition and Results of Operations of the Company for the six months ended March 31, 2019.
|
· |
The description of the preferred share purchase rights set forth in our Registration Statement on Form 8-A, filed with the Commission March 21, 2019.
|
· |
The description of our common share set forth in our Registration Statement on Form 8-A, filed with the Commission on February 6, 2019, as amended.
|
· |
Annual Report on Form 20-F for the year ended Annual Report on Form 20-F for the year ended September 30, 2018, as amended, filed with the Commission on January
31, 2019.
|
· |
Exhibits 3.3, 3.4 and 3.5 of the Form F-4 Registration Statement declared effective on May 2, 2018, which contain the Statements of Designations of the Series
A, Series B and Series C Preferred Shares of the Company, respectively.
|
Item 8. |
Indemnification of Directors and Officers
|
1. |
Any person who is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another,
partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Corporation upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the BCA, if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The Corporation shall have the power to pay in advance expenses a director or officer incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the amount if it shall
ultimately be determined that he or she is not entitled to indemnification under this section. Any repeal or modification of this Article VIII shall not adversely affect any rights to indemnification and to the advancement of expenses of
a Director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
|
2. |
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation or is or
was serving at the request of the Corporation as a director or officer against any liability asserted against such person and incurred by such person in such capacity whether or not the Corporation would have the power to indemnify such
person against such liability by law or under the provisions of these Bylaws.
|
1. |
Actions not by or in right of the corporation. A
corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct
was unlawful.
|
2. |
Actions by or in right of the corporation. A corporation
shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
|
3. |
When director or officer successful. To the extent that
a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
|
4. |
Payment of expenses in advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
|
5. |
Indemnification pursuant to other rights. The
indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may
be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
|
6. |
Continuation of indemnification. The indemnification and
advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
|
7. |
Insurance. A corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and
incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
|
Item 9. |
Exhibits
|
Item 10. |
Undertakings
|
CASTOR MARITIME INC.
|
|||
By:
|
/s/ Petros Panagiotidis
|
||
Name:
|
Petros Panagiotidis
|
||
Title:
|
Chairman, Chief Executive Officer and Chief Financial Officer
|
Signature
|
Title
|
|
/s/ Petros Panagiotidis
|
Chairman,
|
|
Petros Panagiotidis
|
Chief Executive Officer, Chief Financial Officer
and Class C Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
|
/s/ Dionysios Makris
|
Secretary and Class B Director
|
|
Dionysios Makris
|
||
/s/ Georgios Daskalakis
|
Class A Director
|
|
Georgios Daskalakis
|
||
PUGLISI & ASSOCIATES
|
|||
By:
|
/s/ Donald J. Puglisi
|
||
Name:
|
Donald J. Puglisi
|
||
Title:
|
Authorized Representative in the United States
|
Exhibit Number
|
Description
|
|
1.1
|
Form of Underwriting Agreement (for equity securities)(1)
|
|
1.2
|
Form of Underwriting Agreement (for debt securities)(1)
|
|
4.1
|
||
4.2
|
Form of Preferred Share Certificate(1)
|
|
4.3
|
||
4.4
|
Form of Warrant Agreement(1)
|
|
4.5
|
Form of Purchase Contract(1)
|
|
4.6
|
||
4.7
|
||
4.8
|
Form of Unit Agreement(1)
|
|
4.9
|
Form of Rights Agreement(1)
|
|
5.1
|
||
8.1
|
||
23.1
|
||
23.2
|
||
24.1
|
||
25.1
|
Form of T-1 Statement of Eligibility (senior indenture)(1)
|
|
25.2
|
Form of T-1 Statement of Eligibility (subordinated indenture)(1)
|
(1)
|
To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 and incorporated by
reference into this registration statement.
|
(2)
|
Incorporated by reference to Exhibit 2.1 of the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on
January 31, 2019.
|
(3)
|
Incorporated by reference to Exhibit 4.2 to the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on
January 31, 2019.
|
Article I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
|
Section 1.01.
|
Definitions.
|
1
|
Section 1.02.
|
Other Definitions.
|
5
|
Section 1.03.
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
Section 1.04.
|
Rules of Construction.
|
6
|
Article II THE SECURITIES
|
6
|
|
Section 2.01.
|
Issuable in Series.
|
6
|
Section 2.02.
|
Establishment of Terms of Series of Securities.
|
7
|
Section 2.03.
|
Execution and Authentication.
|
9
|
Section 2.04.
|
Registrar and Paying Agent.
|
10
|
Section 2.05.
|
Paying Agent to Hold Money in Trust.
|
10
|
Section 2.06.
|
Securityholder Lists.
|
11
|
Section 2.07.
|
Transfer and Exchange.
|
11
|
Section 2.08.
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
12
|
Section 2.09.
|
Outstanding Securities.
|
12
|
Section 2.10.
|
Treasury Securities.
|
13
|
Section 2.11.
|
Temporary Securities.
|
13
|
Section 2.12.
|
Cancellation.
|
13
|
Section 2.13.
|
Defaulted Interest.
|
14
|
Section 2.14.
|
Global Securities.
|
14
|
Section 2.15.
|
CUSIP Numbers.
|
16
|
Article III REDEMPTION
|
16
|
|
Section 3.01.
|
Notice to Trustee.
|
16
|
Section 3.02.
|
Selection of Securities to be Redeemed.
|
16
|
Section 3.03.
|
Notice of Redemption.
|
17
|
Section 3.04.
|
Effect of Notice of Redemption.
|
17
|
Section 3.05.
|
Deposit of Redemption Price.
|
18
|
Section 3.06.
|
Securities Redeemed in Part.
|
18
|
Article IV COVENANTS
|
18
|
|
Section 4.01.
|
Payment of Principal and Interest.
|
18
|
Section 4.02.
|
SEC Reports.
|
18
|
Section 4.03.
|
Compliance Certificate.
|
19
|
Section 4.04.
|
Stay, Extension and Usury Laws.
|
20
|
Section 4.05.
|
Corporate Existence.
|
20
|
Section 4.06.
|
Taxes.
|
20
|
Section 4.07.
|
Additional Interest Notice.
|
20
|
Section 4.08.
|
Further Instruments and Acts.
|
20
|
Article V SUCCESSORS
|
21
|
|
Section 5.01.
|
When Company May Merge, Etc.
|
21
|
Section 5.02.
|
Successor Corporation Substituted.
|
21
|
Article VI DEFAULTS AND REMEDIES
|
21
|
|
Section 6.01.
|
Events of Default.
|
21
|
Section 6.02.
|
Acceleration of Maturity; Rescission and Annulment.
|
23
|
Section 6.03.
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
25
|
Section 6.04.
|
Trustee May File Proofs of Claim.
|
25
|
Section 6.05.
|
Trustee May Enforce Claims Without Possession of Securities.
|
26
|
Section 6.06.
|
Application of Money Collected.
|
26
|
Section 6.07.
|
Limitation on Suits.
|
26
|
Section 6.08.
|
Unconditional Right of Holders to Receive Principal and Interest.
|
27
|
Section 6.09.
|
Restoration of Rights and Remedies.
|
27
|
Section 6.10.
|
Rights and Remedies Cumulative.
|
27
|
Section 6.11.
|
Delay or Omission Not Waiver.
|
27
|
Section 6.12.
|
Control by Holders.
|
28
|
Section 6.13.
|
Waiver of Past Defaults.
|
28
|
Section 6.14.
|
Undertaking for Costs.
|
28
|
Article VII TRUSTEE
|
29
|
|
Section 7.01.
|
Duties of Trustee.
|
29
|
Section 7.02.
|
Rights of Trustee.
|
30
|
Section 7.03.
|
Individual Rights of Trustee.
|
31
|
Section 7.04.
|
Trustee’s Disclaimer.
|
31
|
Section 7.05.
|
Notice of Defaults.
|
31
|
Section 7.06.
|
Reports by Trustee to Holders.
|
31
|
Section 7.07.
|
Compensation and Indemnity.
|
32
|
Section 7.08.
|
Replacement of Trustee.
|
32
|
Section 7.09.
|
Successor Trustee by Merger, etc.
|
33
|
Section 7.10.
|
Eligibility; Disqualification.
|
33
|
Section 7.11.
|
Preferential Collection of Claims Against Company.
|
34
|
Article VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
34
|
|
Section 8.01.
|
Satisfaction and Discharge of Indenture.
|
34
|
Section 8.02.
|
Application of Trust Funds; Indemnification.
|
35
|
Section 8.03.
|
Legal Defeasance of Securities of any Series.
|
36
|
Section 8.04.
|
Covenant Defeasance.
|
37
|
Section 8.05.
|
Repayment to Company.
|
38
|
Article IX AMENDMENTS AND WAIVERS
|
38
|
|
Section 9.01.
|
Without Consent of Holders.
|
38
|
Section 9.02.
|
With Consent of Holders.
|
39
|
Section 9.03.
|
Limitations.
|
40
|
Section 9.04.
|
Compliance with Trust Indenture Act.
|
40
|
Section 9.05.
|
Revocation and Effect of Consents.
|
41
|
Section 9.06.
|
Notation on or Exchange of Securities.
|
41
|
Section 9.07.
|
Trustee Protected.
|
41
|
Section 9.08.
|
Effect of Supplemental Indenture.
|
41
|
Article X MISCELLANEOUS
|
42
|
|
Section 10.01.
|
Trust Indenture Act Controls.
|
42
|
Section 10.02.
|
Notices.
|
42
|
Section 10.03.
|
Communication by Holders with Other Holders.
|
43
|
Section 10.04.
|
Certificate and Opinion as to Conditions Precedent.
|
43
|
Section 10.05.
|
Statements Required in Certificate or Opinion.
|
43
|
Section 10.06.
|
Record Date for Vote or Consent of Holders.
|
44
|
Section 10.07.
|
Rules by Trustee and Agents.
|
44
|
Section 10.08.
|
Legal Holidays.
|
44
|
Section 10.09.
|
No Recourse Against Others.
|
44
|
Section 10.10.
|
Counterparts.
|
44
|
Section 10.11.
|
Governing Laws and Submission to Jurisdiction.
|
45
|
Section 10.12.
|
No Adverse Interpretation of Other Agreements.
|
45
|
Section 10.13.
|
Successors.
|
45
|
Section 10.14.
|
Severability.
|
45
|
Section 10.15.
|
Table of Contents, Headings, Etc.
|
45
|
Section 10.16.
|
Securities in a Foreign Currency or in ECU.
|
46
|
Section 10.17.
|
Judgment Currency.
|
46
|
Section 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
47
|
Article XI SINKING FUNDS
|
47
|
|
Section 11.01.
|
Applicability of Article.
|
47
|
Section 11.02.
|
Satisfaction of Sinking Fund Payments with Securities.
|
48
|
Section 11.03.
|
Redemption of Securities for Sinking Fund.
|
48
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
|
“Applicable Law”
|
10.18
|
|
“Event of Default”
|
6.01
|
|
“Instrument”
|
6.01
|
|
“Journal”
|
10.16
|
|
“Judgment Currency”
|
10.17
|
|
“Legal Holiday”
|
10.08
|
|
“mandatory sinking fund payment”
|
11.01
|
|
“Market Exchange Rate”
|
10.16
|
|
“New York Banking Day”
|
10.17
|
|
“optional sinking fund payment”
|
11.01
|
|
“Paying Agent”
|
2.04
|
|
“Registrar”
|
2.04
|
|
“Required Currency”
|
10.17
|
|
“successor person”
|
5.01
|
|
“Temporary Securities”
|
2.11
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
|
SECTION 1.01.
|
Definitions.
|
1
|
SECTION 1.02.
|
Other Definitions.
|
5
|
SECTION 1.03.
|
Incorporation by Reference of Trust Indenture Act.
|
5
|
SECTION 1.04.
|
Rules of Construction.
|
6
|
ARTICLE II THE SECURITIES
|
6
|
|
SECTION 2.01.
|
Issuable in Series.
|
6
|
SECTION 2.02.
|
Establishment of Terms of Series of Securities.
|
7
|
SECTION 2.03.
|
Execution and Authentication.
|
9
|
SECTION 2.04.
|
Registrar and Paying Agent.
|
10
|
SECTION 2.05.
|
Paying Agent to Hold Money in Trust.
|
10
|
SECTION 2.06.
|
Securityholder Lists.
|
11
|
SECTION 2.07.
|
Transfer and Exchange.
|
11
|
SECTION 2.08.
|
Mutilated, Destroyed, Lost and Stolen Securities.
|
12
|
SECTION 2.09.
|
Outstanding Securities.
|
12
|
SECTION 2.10.
|
Treasury Securities.
|
13
|
SECTION 2.11.
|
Temporary Securities.
|
13
|
SECTION 2.12.
|
Cancellation.
|
13
|
SECTION 2.13.
|
Defaulted Interest.
|
14
|
SECTION 2.14.
|
Global Securities.
|
14
|
SECTION 2.15.
|
CUSIP Numbers.
|
16
|
ARTICLE III REDEMPTION
|
16
|
|
SECTION 3.01.
|
Notice to Trustee.
|
16
|
SECTION 3.02.
|
Selection of Securities to be Redeemed.
|
16
|
SECTION 3.03.
|
Notice of Redemption.
|
17
|
SECTION 3.04.
|
Effect of Notice of Redemption.
|
17
|
SECTION 3.05.
|
Deposit of Redemption Price.
|
18
|
SECTION 3.06.
|
Securities Redeemed in Part.
|
18
|
ARTICLE IV COVENANTS
|
18
|
|
SECTION 4.01.
|
Payment of Principal and Interest.
|
18
|
SECTION 4.02.
|
SEC Reports.
|
18
|
SECTION 4.03.
|
Compliance Certificate.
|
19
|
SECTION 4.04.
|
Stay, Extension and Usury Laws.
|
20
|
SECTION 4.05.
|
Corporate Existence.
|
20
|
SECTION 4.06.
|
Taxes.
|
20
|
SECTION 4.07.
|
Additional Interest Notice.
|
20
|
SECTION 4.08.
|
Further Instruments and Acts.
|
20
|
ARTICLE V SUCCESSORS
|
21
|
|
SECTION 5.01.
|
When Company May Merge, Etc.
|
21
|
SECTION 5.02.
|
Successor Corporation Substituted.
|
21
|
ARTICLE VI DEFAULTS AND REMEDIES
|
21
|
|
SECTION 6.01.
|
Events of Default.
|
21
|
SECTION 6.02.
|
Acceleration of Maturity; Rescission and Annulment.
|
23
|
SECTION 6.03.
|
Collection of Indebtedness and Suits for Enforcement by Trustee.
|
25
|
SECTION 6.04.
|
Trustee May File Proofs of Claim.
|
25
|
SECTION 6.05.
|
Trustee May Enforce Claims Without Possession of Securities.
|
26
|
SECTION 6.06.
|
Application of Money Collected.
|
26
|
SECTION 6.07.
|
Limitation on Suits.
|
26
|
SECTION 6.08.
|
Unconditional Right of Holders to Receive Principal and Interest.
|
27
|
SECTION 6.09.
|
Restoration of Rights and Remedies.
|
27
|
SECTION 6.10.
|
Rights and Remedies Cumulative.
|
27
|
SECTION 6.11.
|
Delay or Omission Not Waiver.
|
27
|
SECTION 6.12.
|
Control by Holders.
|
28
|
SECTION 6.13.
|
Waiver of Past Defaults.
|
28
|
SECTION 6.14.
|
Undertaking for Costs.
|
28
|
ARTICLE VII TRUSTEE
|
29
|
|
SECTION 7.01.
|
Duties of Trustee.
|
29
|
SECTION 7.02.
|
Rights of Trustee.
|
30
|
SECTION 7.03.
|
Individual Rights of Trustee.
|
31
|
SECTION 7.04.
|
Trustee’s Disclaimer.
|
31
|
SECTION 7.05.
|
Notice of Defaults.
|
31
|
SECTION 7.06.
|
Reports by Trustee to Holders.
|
31
|
SECTION 7.07.
|
Compensation and Indemnity.
|
32
|
SECTION 7.08.
|
Replacement of Trustee.
|
32
|
SECTION 7.09.
|
Successor Trustee by Merger, etc.
|
33
|
SECTION 7.10.
|
Eligibility; Disqualification.
|
33
|
SECTION 7.11.
|
Preferential Collection of Claims Against Company.
|
34
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
34
|
|
SECTION 8.01.
|
Satisfaction and Discharge of Indenture.
|
34
|
SECTION 8.02.
|
Application of Trust Funds; Indemnification.
|
35
|
SECTION 8.03.
|
Legal Defeasance of Securities of any Series.
|
36
|
SECTION 8.04.
|
Covenant Defeasance.
|
37
|
SECTION 8.05.
|
Repayment to Company.
|
38
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
38
|
|
SECTION 9.01.
|
Without Consent of Holders.
|
38
|
SECTION 9.02.
|
With Consent of Holders.
|
39
|
SECTION 9.03.
|
Limitations.
|
40
|
SECTION 9.04.
|
Compliance with Trust Indenture Act.
|
40
|
SECTION 9.05.
|
Revocation and Effect of Consents.
|
41
|
SECTION 9.06.
|
Notation on or Exchange of Securities.
|
41
|
SECTION 9.07.
|
Trustee Protected.
|
41
|
SECTION 9.08.
|
Effect of Supplemental Indenture.
|
41
|
ARTICLE X MISCELLANEOUS
|
42
|
|
SECTION 10.01.
|
Trust Indenture Act Controls.
|
42
|
SECTION 10.02.
|
Notices.
|
42
|
SECTION 10.03.
|
Communication by Holders with Other Holders.
|
43
|
SECTION 10.04.
|
Certificate and Opinion as to Conditions Precedent.
|
43
|
SECTION 10.05.
|
Statements Required in Certificate or Opinion.
|
43
|
SECTION 10.06.
|
Record Date for Vote or Consent of Holders.
|
44
|
SECTION 10.07.
|
Rules by Trustee and Agents.
|
44
|
SECTION 10.08.
|
Legal Holidays.
|
44
|
SECTION 10.09.
|
No Recourse Against Others.
|
44
|
SECTION 10.10.
|
Counterparts.
|
44
|
SECTION 10.11.
|
Governing Laws and Submission to Jurisdiction.
|
45
|
SECTION 10.12.
|
No Adverse Interpretation of Other Agreements.
|
45
|
SECTION 10.13.
|
Successors.
|
45
|
SECTION 10.14.
|
Severability.
|
45
|
SECTION 10.15.
|
Table of Contents, Headings, Etc.
|
45
|
SECTION 10.16.
|
Securities in a Foreign Currency or in ECU.
|
46
|
SECTION 10.17.
|
Judgment Currency.
|
46
|
SECTION 10.18.
|
Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
47
|
ARTICLE XI SINKING FUNDS
|
47
|
|
SECTION 11.01.
|
Applicability of Article.
|
47
|
SECTION 11.02.
|
Satisfaction of Sinking Fund Payments with Securities.
|
48
|
SECTION 11.03.
|
Redemption of Securities for Sinking Fund.
|
48
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
|
“Applicable Law”
|
10.18
|
|
“Event of Default”
|
6.01
|
|
“Instrument”
|
6.01
|
|
“Journal”
|
10.16
|
|
“Judgment Currency”
|
10.17
|
|
“Legal Holiday”
|
10.08
|
|
“mandatory sinking fund payment”
|
11.01
|
|
“Market Exchange Rate”
|
10.16
|
|
“New York Banking Day”
|
10.17
|
|
“optional sinking fund payment”
|
11.01
|
|
“Paying Agent”
|
2.04
|
|
“Registrar”
|
2.04
|
|
“Required Currency”
|
10.17
|
|
“successor person”
|
5.01
|
|
“Temporary Securities”
|
2.11
|
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
|
||
|
|||
June 10, 2019 |
|
Re:
|
Castor Maritime Inc.
|
1. |
the Common Shares, Preferred Shares, and any Common Shares or Preferred Shares underlying the Warrants, Units or Rights constituting the Securities have
been duly authorized, and when issued, sold and paid for as contemplated in the Prospectus, the Common Shares and Preferred Shares will be validly issued, fully paid and non-assessable;
|
2. |
the Debt Securities, when the applicable indenture relating to such debt securities (the "Indenture") has been duly qualified and the Company has taken all necessary action to approve the issuance and terms of the Debt Securities and the terms of the offerings thereof and related matters and
the Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, as applicable, and the other applicable agreements approved by the Company and upon payment of the
consideration thereof or provided for therein, the Debt Securities will be legally issued; and
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the Warrants, the Rights and the Units (together, the "Subscription
Securities"), when the Company has taken all necessary action to approve the issuance and terms of such Subscription Securities, the terms of the offerings and related matters and the Subscription Securities have been
issued and delivered in accordance with the terms of the applicable warrant agreement, rights agreement or similar agreement approved by the Company and upon payment of the consideration therefor, if any, provided for therein and in
any applicable definitive purchase, underwriting or similar agreement approved by the Company, then the Subscription Securities will be legally issued.
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Very truly yours,
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/s/ SEWARD & KISSEL LLP
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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
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901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
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June 10, 2019
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Very truly yours,
/s/ Seward & Kissel LLP
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Deloitte Certified Public Accountants S.A.
3a Fragoklisias &
Granikou str.
Marousi Athens GR 151-25
Greece
Tel: +30 210 6781 100
Fax: +30 210 6776 221-2
www.deloitte.gr
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