Shareholders of Atlas Corp., the parent company of Seaspan which is the largest independent owner and operator of containerships in the world, today approved the deal to take the company private. Atlas said progress is being made and based upon the current status of regulatory approvals, consents, and other customary closing conditions, the merger could close as early as March 31, 2023.
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The company agreed to be acquired for $15.50 per share by an investment group led by its large shareholders. The group includes participation from Ocean Network Express (ONE) along with Fairfax Financial Holdings, certain affiliates of the Washington Family, and David Sokol, the current Chairman of the Board of Atlas. ONE is currently Seaspan’s larger customer contracted for a quarter of the group’s total fleet, followed by Zim and MSC, which also have large numbers of vessels on charter from Seaspan.
The acquisition of Seaspan sets an enterprise value of approximately $10.9 billion. Last year, the corporation reported total revenues of nearly $1.7 billion with 90 percent coming from Seaspan and the remainder from a small, developing mobile power generation business. Seaspan had a consistent 98 percent of better lease utilization rate for its containership fleet, which at the beginning of the year consisted of 132 vessels with a total capacity of just over 1.2 million TEU. Seaspan had an additional 58 vessels under construction and due by 2024, which will increase total fleet capacity to more than 1.9 million TEU on a fully delivered basis. Most of the vessels operate on long-term charters to a diverse group of the world’s largest container carriers.
“As we look at the industry’s trajectory, we believe the financial, operational, and strategic flexibility we will gain as a privately held company with this group of owners and investors will position Atlas, our employees, and customers for greater opportunity,” said Bing Chen, President and CEO Atlas Corp. explaining the rationale for the taking the company private. He will remain in his role and is joining the investment group to become an owner of the company.
Seaspan and in turn Atlas highlighted the greater flexibility they will have to respond as the container market began rapidly slowing in the latter part of 2022. They noted as a private company they will be able to focus on the long-term strategic position. Seaspan, however, in 2022 also reported that it sold 10 containerships in what it called “strategic vessel divestments,” noting that it generated an additional $257.1 million in cashflow from the sales. They said the entire orderbook is already financed and the constructions are only proceeding for vessels that are already fully committed under charters.
While the company has won support from its shareholders it was forced in November to cancel a plan to amend terms on its senior unsecured bond issue maturing in April 2026 as part of the merger agreement. The company tried twice but said an agreement could not be reached with certain bondholders, amounting to more than a third of the outstanding bonds. As such, the company said it plans to have liquidity available for any bondholder redemptions following the conclusion of the transaction to go private.
While Atlas believes it might be possible to conclude the go private transaction sooner than the timetable, the company said it continues to expect at the latest that the merger will be completed in the first half of 2023.
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