Seanergy Maritime : Investor Presentation March 2025
SHIP
USD 100m senior unsecured bond issue
Credit investor presentation
27 March 2025
Important information and disclaimer (2/2)
This Presentation reflects the conditions and views as of the date set out on the front page of this Presentation. The information contained herein is subject to change, completion, or amendment without notice. In furnishing this Presentation, no Covered Person undertakes any obligation to provide the Recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect developments that may occur after the date of this Presentation.
THIS PRESENTATION HAS NOT BEEN REVIEWED BY OR REGISTERED WITH ANY PUBLIC AUTHORITY, STOCK EXCHANGE OR REGULATED MARKET, IS NOT A KEY INFORMATION DOCUMENT ("KID") UNDER THE REGULATION EU 1286/2014 (THE "PRIIPS REGULATION") AND DOES NOT CONSTITUTE A PROSPECTUS UNDER THE REGULATION 2017/1129/EU (THE "PROSPECTUS REGULATION"), AS AMENDED. NEITHER THE ISSUER, NOR THE MANAGERS, HAS AUTHORIZED ANY OFFER TO THE PUBLIC OF SECURITIES, OR HAS UNDERTAKEN OR PLANS TO UNDERTAKE, ANY ACTION TO MAKE AN OFFER OF SECURITIES TO THE PUBLIC REQUIRING THE PUBLICATION OF AN OFFERING PROSPECTUS, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE EU PROSPECTUS REGULATION, AS AMENDED. NO OFFER OF ANY SECURITIES IS DIRECTED TO PERSONS IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE IN VIOLATION OF APPLICABLE LAWS OR WHOSE ACCEPTANCE OF SUCH AN OFFER WOULD REQUIRE THAT (I) FURTHER DOCUMENTS ARE ISSUED IN ORDER FOR THE OFFER TO COMPLY WITH LOCAL LAW OR (II) REGISTRATION OR OTHER MEASURES ARE TAKEN PURSUANT TO LOCAL LAW. NEITHER THE ISSUER, THE MANAGERS OR THE REPRESENTATIVES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WHATSOEVER (IN NEGLIGENCE OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY IN CASE OF ANY VIOLATIONS OF SUCH LAWS OR REGULATIONS.
In relation to each Member State of the European Economic Area (each, a "Relevant State"), no offer of Bonds will be made to the public in that Relevant State other than: (a) to any legal entity which is a "qualified investor" as defined in the Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than "qualified investors" as defined in the Prospectus Regulation); or (c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Bonds shall require the Issuer or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation. For the purposes of this provision, the expression an "offer of Bonds to the public" in relation to any Bonds in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Bonds.
This Presentation is an advertisement and this Presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2 (E) of the Prospectus Regulation.
This Presentation is confidential and is being communicated in the United Kingdom to i) persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5), ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or iii) other persons to whom it may otherwise lawfully be communicated, and only in circumstances where, in accordance with section 86(1) of the Financial and Services Markets Act 2000 ("FSMA") the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply. Consequently, the investors understands that the offering may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available (all such persons being referred to as "relevant persons"). This Presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act up on this Presentation or any of its contents. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with investment professionals.
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the securities described herein will be sold only to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of, and as defined in, Rule 144A under the Securities Act or in reliance on another transaction exempt from the registration requirements of the Securities Act. Outside the United States, the securities described herein will be offered in accordance with Regulation S under the Securities Act. By attending this Presentation or receiving this document, you warrant and represent that if you are located within the United States, you are a QIB.
Please see the application form for further applicable selling and transfer restrictions.
In the ordinary course of its business, the Managers and certain of its affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Issuer or other companies within the Group. The Managers and/or their employees may hold bonds or other securities or interests in the Issuer and may, as principal or agent, buy or sell such securities. The Managers may have other financial interests in transactions involving these securities. The Managers will receive compensation from the Issuer in respect of the placement of the Bonds in line with market practice. Each of the Managers is acting only for the Issuer and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of such Manager or for providing advice in relation to any potential offering of securities of the Issuer.
This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.
Summary of risk factors
RISKS RELATED TO THE GROUP'S INDUSTRY
▪ Charter hire rates for dry bulk vessels are cyclical and volatile.
▪ The Group is currently almost entirely dependent on index-linked charters.
▪ An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values.
▪ Risk related to significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries.
▪ Risks related to a recent proposal by the U.S. to impose new port fees on Chinese-linked vessels and to restrict a percentage of U.S. products to being transported on U.S. vessels.
▪ Risks associated with operating ocean-going vessels could affect the Group's business and reputation, which could adversely affect the Group's revenues and expenses.
▪ Climate change and greenhouse gas restrictions may be imposed.
▪ The Group's vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments.
▪ Risk related to any of the Group's vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated.
▪ Risk related to seafarers covered by industry-wide collective bargaining agreements.
▪ Maritime claimants could arrest or attach one or more of the Group's vessels, which could interrupt the Group's cash flows.
RISKS RELATING TO THE GROUP
▪ Risks related to a decrease in the market values of the Group's vessels.
▪ The Group may be unable to obtain financing for vessels it may acquire in the future.
▪ If the vessels the Group may acquire (either secondhand or newbuilding) in the future are not delivered on time or are delivered with significant defects, the Group's earnings and financial condition could suffer.
▪ Substantial debt levels could limit the Group's flexibility to obtain additional financing and pursue other business opportunities.
▪ The Group's loan agreements and other financing arrangements contain, and the Group expects that other future loan agreements and financing arrangements will contain, restrictive covenants that may limit the Group's liquidity and corporate activities.
▪ The Group depends on officers and directors who are associated with United Maritime Corporation ("United"), of the Republic of the Marshall Islands, being the Issuer's spin-off company, which may create conflicts of interest.
▪ If the Group fails to manage the Group's planned growth properly, the Group may not be able to successfully expand the Group's market share.
▪ Vessel aging, and purchasing and operating secondhand vessels, such as the Group's current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect the Group's financial condition and results of operations.
▪ Volatility of SOFR and potential changes of the use of SOFR as a benchmark could affect the Group's profitability, earnings, and cash flow.
▪ The Group may not be able to attract and retain crew, key management personnel and other employees in the shipping industry, and higher crew costs may have a negative impact on the financial condition of the Group.
▪ The Group is exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm the Group's reported revenue and results of operations.
▪ The Issuer is a holding company and it depends on the ability of its subsidiaries to distribute funds to the Issuer in order to satisfy financial obligations.
▪ In the highly competitive international shipping industry, the Group may not be able to compete for charters with new entrants or established companies with greater resources.
▪ The Group is currently subject to litigation and the Group may be subject to similar or other legal proceedings in the future.
▪ The shipping industry has inherent operational risks that may not be adequately covered by the Group's insurances.
▪ Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on the Group's business.
▪ The Group partly depend on third-party technical, crew and commercial managers for technical, crew and commercial management of the Group's ships.
▪ The Group may have to pay tax on U.S. source income, which would reduce the Group's earnings.
▪ The Group may be subject to tax in the jurisdictions in which the Group or the Group's vessel-owning or management subsidiaries are incorporated or operate.
▪ The Group conducts business in China, where the legal system is not fully developed and has inherent uncertainties that could limit the legal protections available to the Group.
▪ Changing laws and evolving reporting requirements could have an adverse effect on the Group's business.
▪ A cyber-attack could materially disrupt the Group's business.
▪ The smuggling of drugs or other contraband onto the Group's vessels may lead to governmental claims against us.
▪ The international nature of the Group's operations may make the outcome of any potential bankruptcy proceedings difficult to predict.
▪ Risk related to the Group's operations may be subject to economic substance requirements.
Risks related to the Bonds
▪ The Bonds are unsecured
▪ The Bonds are structurally subordinated to liabilities of the Issuer's subsidiaries
▪ A trading market may not develop, and market price of the Bonds may be volatile
▪ Option to redeem
▪ Bondholders may be overruled by majority votes taken in Bondholders' meetings
▪ No action against the Issuer and Bondholders' representation
▪ Restrictions on transferability of the Bonds
Issuer characteristics
Introduction
Issuer overview
▪
The annual report of 2024 on form 20-F is the latest audited financial report of the issuer,
released 24 March 2025. Additionally, as the Issuer is listed on the Nasdaq Stock Market it files
▪ Seanergy Maritime Holdings Corp. (the "Issuer" and together with its subsidiaries, "Seanergy",
relevant reports with the Securities and Exchanges Commission. Based on this no third party
the "Company" or the "Group" ) is a leading owner and operator of Capesize bulk carriers
confirmatory due diligence or other verification work have been conducted, and only market
providing marine transportation services worldwide
standard confirmatory declarations and due diligence calls have been arranged with the
Managers and their legal counsel
▪
Please review this Investor Presentation in detail, including the Disclaimer on pages 2-3 and the
Risk Factors on pages 40-52 (as summarized on page 4)
Group ownership
▪ The Issuer is listed on the Nasdaq Stock Market under the ticker "SHIP", with a current market capitalization of USD ~145m1
▪ The Issuer has a diversified ownership base with the top three shareholders being Longshaw Maritime Investments SA (10.6%), Seanergy's CEO Stamatios Tsantanis (9.1%), and Sphinx Investment Corp (8.9%)
Capital markets experience
▪
Arctic Securities AS is acting as Global Coordinator and Joint Bookrunner
▪ The Issuer has been listed on the Nasdaq Stock Market since October 2008 and has substantial
capital markets experience
▪
ABG Sundal Collier ASA is acting as Joint Bookrunner (together with the Global Coordinator, the
"Managers")
▪
Nordic Trustee AS (the "Trustee") will act as trustee
▪
The Norwegian law firm Wikborg Rein Advokatfirma AS acts as legal counsel to the Managers and
the Trustee
▪
The Norwegian law firm Advokatfirmaet Wiersholm AS acts as legal counsel to the Issuer
▪
Arctic Securities will act as paying agent for the Issuer
▪
Deloitte Certified Public Accountants S.A. has been the auditor of Seanergy since 2022
▪ The Group has no outstanding bonds, neither in the Nordic high yield market nor elsewhere
Other issuer characteristics
▪ Country of incorporation: Marshall Islands
▪ Headquarters: Greece
▪ Country of operations: Worldwide
Notes: (1) Market capitalization as of 26th March 2025
Confirmation / verification of work conducted Advisors and legal counsel
Table of contents
1
Transaction summary
2
Company overview
3
Market outlook
4
Financial profile
R
Risk factors
A
Appendix
Transaction overview
Transaction background
▪ Seanergy is a leading owner and operator of Capesize bulk carriers with a fleet of 21 vessels, 2 Newcastlemaxes and 19 Capesizes, following 2 acquisitions in 2025 (Meiship and Blueship)
▪ The Company has also refinanced secured debt in Q1, increasing the amount outstanding by USD 48m and is now contemplating the issuance of USD 100m of senior unsecured bonds
▪ The net proceeds of the Bonds are to be used for general corporate purposes, which may include vessel acquisitions, including the purchase obligation for Blueship, or debt repayment
▪ The contemplated bond offering would mark the Company's inaugural issue in the Nordic bond market, in line with its strategy to continue to diversify its funding sources
▪ Seanergy has strong credit metrics, with net loan-to-value of 45% and a net leverage ratio of 2.7x pro-forma for the contemplated bond issue
Simplified transaction structure
Listed on NASDAQ under ticker "SHIP"
Market capitalization: USD 145m1
New USD 100m senior unsecured bond
Secured bank and lease financings
Vessel owVensinseglsouwbnsinidgiaries Vessel owning subsidiaries subsidiaries
Notes: (1) Market capitalization as of 26th March 2025; (2) As defined in the term sheet
Sources and uses
Sources
USDm
Uses
USDm
New senior unsecured bond issue
100 Meiship and Blueship acquisitions 69
New senior secured loans and leases, net Total sources
48 General corporate purposes 79
Capitalization table
148
Total uses
148
USDm
YE 2024
Adjustments YE 2024 PF
Secured lease financing Secured bank debt
Unsecured senior notes due 2030
136 126 - 262
35 170
13 139
100 100
Total interest-bearing debt
148 410
Cash
35 227
79 114
Total net interest-bearing debt
69
296
Adj. EBITDA
Net leverage ratio
98 2.3x
10 0.4x
109 2.7x
Total assets, less cash Market-adj. total assets, less cash Leverage ratio (70% covenant level)2
511 612 37% 586
69 580
75 687
6% 43%
Fleet value
Gross loan-to-value Net loan-to-value
75 660
45% - 62%
39% - 45%
Summary of key terms
Issuer:
Seanergy Maritime Holdings Corp.
Issue amount:
USD 100m
Borrowing limit:
USD 200m
Use of proceeds:
General corporate purposes incl. debt refinancing and acquisitions of vessels
Status:
Senior unsecured
Tenor:
4 years
Coupon rate:
[•]% p.a., payable semi-annually in arrears
Issue price:
100%
Amortization:
Bullet repayment at maturity
Call options:
Make whole 24 months, thereafter callable at par +40/30/20/10% of coupon rate after 24/30/36/42 months, respectively
Financial covenants:
▪ Group cash ≥ USD 0.5m per group-owned vessel
▪ Leverage ratio ≤ 70% (based on market-adjusted value of fleet)
Permitted distributions:
Max. the higher of (a) USD 2m per financial quarter or (b) 50% of FCFE, subject to group cash ≥ USD 20m pro-forma for any distribution
General undertakings:
Standard for the Norwegian HY market, including restrictions on authorisations, mergers, de-mergers, continuation of business, compliance with laws, corporate status, disposals, related party transactions, insurances, financial indebtedness, negative pledge, financial support, subsidiaries' distributions, and distributions
Change of control:
Investor put option at 101% of par upon a change of control or de-listing event
Listing:
Oslo Stock Exchange within 9 months
Trustee:
Nordic Trustee AS
Law:
Norwegian law
Global coordinator and joint bookrunner:
Arctic Securities AS
Joint bookrunner:
ABG Sundal Collier ASA
Note: Please refer to the term sheet for further information
Key credit highlights
▪ Listed on NASDAQ since 2008, with a USD 145m1 market capitalization, and proven access to equity capital markets having raised USD 180m of equity since 2020
▪ Hybrid operating model with low-cost in-house technical management and proven commercial management platform through index outperformance since 2021
▪ Strategy to employ vessels on index-linked charters, ensuring 100% utilization at an average of 105% of the Baltic Capesize Index
▪ Large fleet of 19 Capesize and 2 Newcastlemax vessels built in Japan and Korea valued at USD 660m2
▪ USD 428m invested in fleet growth and renewal since 2021, with a focus on high-quality Japanese and Korean vessels
▪ Flexibility to convert index-linked charters to fixed TCs based on FFAs, enabling Seanergy management to de-risk earnings in strong markets (35% fixed TCE 2Q25-4Q25)
▪ Led by an experienced management team with 100+ years of combined financial and shipping experience, supported by an experienced and independent board
▪ The Company has since 2019 been collaborating with first-class charterers to invest in its vessels, enhancing operational and environmental performance and efficiency
▪ USD ~100m of sustainability-linked loans issued, with credit margins linked to emissions intensity
▪ Dry bulk trade is closely linked to industrial activity and has grown with a CAGR of 3.6% since 1990, growing almost every year
▪ The 7.8% Capesize orderbook is the lowest in any commodity shipping segment, and substantially lower than the ~15% of the fleet turning +20 years old until 2028
▪ The Simandou iron ore mine export volumes would more than cover the Capesize orderbook, speaking to the very attractive outlook for the Capesize market 2025 onwards
▪ Proven conservative financial strategy, having ensured net LTV below 50% in all market environments over the last 5 years, and at ~45% pro-forma for the Transaction
▪ Strong cash generation with net leverage at 2.7x pro-forma for the Transaction, and ~1.4x deleveraging of secured bank debt through the 4-year bond tenor
▪ Robust and attractive bond structure with a market-adjusted leverage ratio and dividends restricted to 50% of operating cash flow, in line with current dividend policy
Notes: (1) Market capitalization as of 26th March 2025; (2) One vessel built at a high-quality Chinese yard with Japanese ties
Today's presenters
Stamatis Tsantanis Chairman & CEO
▪ CEO of Seanergy since 2012; Chairman since 2013
▪ Led Seanergy's significant growth to a prominent pure-play Capesize dry bulk company with a carrying capacity of approximately 3.8 million dwt
▪ 27+ years of experience in shipping, banking and capital markets
▪ Former investment banker at Alpha Finance with a key role in major shipping corporate finance transactions in the U.S. capital markets
Stavros Gyftakis
CFO
▪ CFO of Seanergy since 2018
▪ Instrumental in Seanergy's capital raising, debt financing and refinancing activities since 2017
▪ 19+ years of experience in the shipping finance industry, having held key positions across a broad shipping finance spectrum, including asset backed lending, debt and corporate restructurings, risk management and loan syndications
▪ Former Senior Vice President in the Greek shipping finance desk at DVB Bank SE
Alexandros Giannakas, CFA
Finance Manager
▪ Joined Seanergy in 2022
▪ Contributed to a series of financing, refinancing and capital markets transactions
▪ 18+ years of experience in capital markets, asset management, portfolio management, valuation of complex financial products, capital and risk management consulting
▪ Formerly held key roles with Deloitte, EY, Amundi Asset Management and Bear Stearns
10
Disclaimer
Seanergy Maritime Holdings Corp. published this content on March 27, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 27, 2025 at 08:17:05.700.