General |
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Issuer:
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DryShips Inc., a Marshall Islands corporation (DryShips). | |
Ticker/Exchange:
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DRYS / Nasdaq Global Select Market. | |
Last Reported Sale Price of Common
Stock on April 21, 2010:
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$6.19 per share. | |
Notes Offering |
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Title of Securities:
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5.00% Convertible Senior Notes due December 1, 2014 (the notes). | |
Aggregate Principal Amount Offered:
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$220,000,000 aggregate principal amount of notes (excluding the underwriters option to purchase up to $20,000,000 of additional aggregate principal amount of notes to cover over-allotments). The notes are being offered as additional notes under an indenture, as supplemented by a supplemental indenture, pursuant to which DryShips issued $460,000,000 aggregate principal amount of its 5.00% Convertible Senior Notes due December 1, 2014 on November 25, 2009. The notes that are currently being offered and the originally issued notes will be treated as a single series of debt securities under the indenture. |
Deal Size:
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The aggregate principal amount of notes offered in this offering has been increased from $150 million to $220 million, and the aggregate principal amount of notes subject to the underwriters overallotment option decreased from $22.5 million to $20 million. | |
Denomination:
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$1,000 x $1,000. | |
Price to Public:
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101% of principal, plus accrued interest from November 25, 2009; $226,844,444.44 total. | |
Underwriting Discounts and Commissions: | 2.50% of price to public (without regard to accrued interest); $5,555,000 (excluding the underwriters over-allotment option) total. | |
Concessions:
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The underwriter is offering notes to dealers at a price that represents a concession not in excess of 0.05% of the price to public (without regard to accrued interest) of the notes. | |
Net Proceeds:
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DryShips expects to receive approximately $221 million after deducting discounts and commissions payable to the underwriter and other expenses related to the offering (or approximately $241.4 million if the underwriter exercises its overallotment option in full). | |
Expenses:
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DryShips estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $300,000. | |
Maturity:
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The notes will mature on December 1, 2014, subject to earlier conversion or a holder requiring DryShips to repurchase its notes upon a fundamental change. | |
Ranking:
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The notes will be DryShips senior unsecured obligations and will rank pari passu with all of DryShips other senior unsecured debt and senior to all of DryShips present and future subordinated debt. The notes will be structurally subordinated to all present and future debt and other obligations of DryShips subsidiaries, including trade payables. The notes are not guaranteed by any of DryShips subsidiaries. In addition, the notes are effectively subordinated to all of DryShips present and future secured debt to the extent of the collateral securing that debt. | |
Annual Interest Rate:
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5.00% per annum, accruing from November 25, 2009. | |
Interest Payment Dates:
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Interest will accrue from November 25, 2009, and will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2010. | |
Day Count Convention:
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30/360. | |
Initial Conversion Price:
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$7.19 per share of common stock. | |
Initial Conversion Rate:
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Approximately 139.0821 shares of common stock per $1,000 aggregate principal amount of notes. | |
CUSIP Number:
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262498AB4. |
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ISIN Number:
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US262498AB44. | |
Listing:
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None. | |
Concurrent Offering of Borrowed Shares:
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Concurrently with the offering of notes, an aggregate of up to 10 million shares of DryShips Common Stock (the borrowed shares) are being offered by means of a separate prospectus supplement and accompanying prospectus which are being borrowed by Deutsche Bank AG, London Branch (the share borrower), an affiliate of Deutsche Bank Securities Inc., the underwriter in this offering, pursuant to the share lending agreement. Deutsche Bank Securities Inc. has informed DryShips that it or its affiliates intend to use the short position created by the share loan and the concurrent short sales of the borrowed shares to facilitate transactions by which investors in the notes may hedge their investments. The share borrower or its affiliates will receive all of the proceeds from the sale of the borrowed shares pursuant to a share lending agreement and DryShips will not receive any of those proceeds, but the share borrower will pay DryShips a nominal lending fee of $0.01 for the use of those shares. The total number of shares that the share borrower can borrow under the share lending agreement is limited to 10 million. | |
Borrowed Shares:
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10 million shares of common stock of DryShips, par value of $0.01 per share. | |
Adjustment to Conversion Rate upon a
Make-Whole Adjustment Event:
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The following table sets forth the numbers of additional shares of DryShips stock to be received per $1,000 principal amount of notes upon conversion in connection with a make-whole adjustment event based upon hypothetical stock prices and effective dates. |
Stock Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | $5.75 | $6.00 | $7.00 | $8.00 | $9.00 | $10.00 | $12.50 | $15.00 | $20.00 | $25.00 | $30.00 | $35.00 | $40.00 | $50.00 | ||||||||||||||||||||||||||||||||||||||||||
November 25, 2009(1) |
34.7826 | 32.2331 | 24.5383 | 19.6825 | 16.3528 | 13.9077 | 9.8345 | 7.2562 | 4.1324 | 2.3568 | 1.2834 | 0.6293 | 0.2460 | 0.0000 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2010 |
34.7826 | 30.5958 | 22.2987 | 17.4003 | 14.2419 | 12.0290 | 8.4974 | 6.3107 | 3.6526 | 2.1136 | 1.1620 | 0.5707 | 0.2198 | 0.0000 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2011 |
34.7826 | 29.0892 | 19.7622 | 14.6870 | 11.6972 | 9.7556 | 6.8645 | 5.1327 | 3.0244 | 1.7818 | 0.9929 | 0.4886 | 0.1829 | 0.0000 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2012 |
34.7826 | 27.6963 | 16.6865 | 11.2945 | 8.5393 | 6.9719 | 4.8887 | 3.6859 | 2.2127 | 1.3328 | 0.7581 | 0.3762 | 0.1367 | 0.0000 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2013 |
34.7826 | 27.6080 | 12.1116 | 6.5736 | 4.4869 | 3.5983 | 2.5711 | 1.9575 | 1.1930 | 0.7342 | 0.4287 | 0.2150 | 0.0706 | 0.0000 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2014 |
34.7826 | 27.5197 | 3.7161 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
(1) | November 25, 2009 was the issue date of the previously issued notes and is included here for completeness although the notes included in this offering are being issued on a subsequent date. |
| between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of |
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additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year; | |||
| in excess of $50.00 per share (subject to adjustment), no additional shares will be issued upon conversion; and | ||
| less than $5.75 per share (subject to adjustment), no additional shares will be issued upon conversion. |
Borrowed Shares:
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10 million shares of common stock of DryShips, par value of $0.01 per share. | |
Share Lending Agreement: |
The shares being offered will be lent by DryShips to the share borrower pursuant to a share lending agreement between DryShips and the share borrower. While the borrowed shares will be considered issued and outstanding for corporate law purposes, DryShips believes that under U.S. generally accepted accounting principles currently in effect, the borrowed shares will not be considered outstanding for the purpose of computing and reporting earnings per share because the borrowed shares are required to be returned to DryShips. DryShips will not receive any proceeds from the sale of the borrowed shares in this offering, but will receive a nominal lending fee of $0.01 per share from the share borrower for the use of the borrowed shares. The share borrower or its affiliates will receive all the proceeds from the sale of the borrowed shares. The total number of shares that the share borrower can borrow under the share lending agreement is limited to 10 million. | |
Common Stock Outstanding: |
The total number of issued and outstanding shares of common stock as of December 31, 2009 was approximately 280,326,271 on an actual basis, or approximately 294,826,871 on an as adjusted basis reflecting the subsequent issuance of 4.5 million restricted shares of common stock to George Economou (of which 1 million shares have vested), the issuance of 600 restricted shares of common stock to the board of directors and the 10,000,000 shares of common stock to be loaned to the share borrower under the share lending agreement. | |
Price to Public:
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The shares initially offered by the share borrower will be offered at $6.00 per share. | |
CUSIP
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Y2109Q101. | |
Other Offering Information | ||
Trade Date:
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April 22, 2010. | |
Settlement Date:
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April 27, 2010. | |
Lock-Up:
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60 days; applies to DryShips, DryShips chief executive officer and his affiliates. | |
Sole Book Running Manager: |
Deutsche Bank Securities Inc. |
| on an actual basis; |
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| on an as adjusted basis to give effect to (i) the additional drawdown of $2.0 million of debt for the drillship Hulls 1865 and 1866; (ii) loan repayments of $88.7 million under our credit facilities subsequent to December 31, 2009; (iii) an increase in restricted cash of $192.7 million mainly due to loan waiver terms and disposal of assets; (iv) payments of $313.4 million towards the yard installments for the construction of drillship Hulls 1865, 1866, 1837 and $6.6 million towards the Panamax Hulls 1637 and 1638; (v) proceeds of $44.2 million from the sale of the vessels Delray and Iguana; (vi) the issuance of 4.5 million restricted shares of common stock to George Economou of which 1 million shares have vested; and (vii) the issuance of 600 restricted shares of common stock to the board of directors; and | ||
| on an as further adjusted basis giving effect to gross proceeds of $222.2 million (excluding accrued interest) from this offering of senior notes net of fair value of conversion option of $154.5 million (assuming no exercise by the underwriter of its over-allotment option) and reflecting the 10 million shares of common stock to be loaned to the share borrower under the share lending agreement. |
As of December 31, 2009 | ||||||||||||
As Further | ||||||||||||
Actual | As Adjusted (1) | Adjusted | ||||||||||
(in thousands of U.S. dollars) | ||||||||||||
Cash and cash equivalents |
$ | 693,196 | $ | 135,924 | $ | 358,124 | ||||||
Restricted cash (2) |
$ | 350,833 | $ | 543,547 | $ | 543,547 | ||||||
Total secured debt, including current portion |
2,392,840 | 2,306,138 | 2,306,138 | |||||||||
Convertible senior notes due 2014 ($460 million) |
342,925 | 342,925 | 342,925 | |||||||||
Convertible senior notes due 2014 offered hereby |
| | 154,500 | |||||||||
Total debt (3) |
$ | 2,735,765 | $ | 2,649,063 | $ | 2,803,563 | ||||||
Shareholders equity |
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Preferred stock, $0.01 par value; 500,000,000
shares authorized, none issued as of December 31,
2009 |
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Series A Convertible preferred stock, $0.01 par
value; 100,000,000 shares authorized, 52,238,806
shares issued and outstanding as of December 31,
2009 |
522 | 522 | 522 | |||||||||
Common stock, $0.01 par value; 1,000,000,000
shares authorized, 280,326,271 shares issued and
outstanding at December 31, 2009; 284,826,871
shares issued as adjusted; 294,826,871 shares as
further adjusted (4)(5) |
2,803 | 2,848 | 2,948 | |||||||||
Additional paid-in capital (6) |
2,681,974 | 2,690,289 | 2,762,489 | |||||||||
Accumulated other comprehensive loss |
(28,137 | ) | (28,137 | ) | (28,137 | ) | ||||||
Retained Earnings |
147,473 | 139,158 | 139,158 | |||||||||
Total shareholders equity |
2,804,635 | 2,804,680 | 2,876,980 | |||||||||
Total capitalization |
$ | 5,540,400 | $ | 5,453,743 | $ | 5,680,543 | ||||||
(1) | There have been no significant changes to our capitalization since December 31, 2009, as so adjusted. | |
(2) | Restricted cash represents bank deposits to be used to fund loan installments coming due and minimum cash deposits required to be maintained with certain banks under our borrowing arrangements. | |
(3) | Total debt does not include debt issuance costs. | |
(4) | Does not include out of the money five-year warrants issued on April 9, 2009, to entities controlled by our Chairman and Chief Executive Officer, George Economou, for the purchase of up to 3.5 million common shares with exercise prices, depending on the relevant tranches, of between $20 and $30 per share. Does not include any amount of common shares resulting from the conversion of the Series A Convertible preferred stock. | |
(5) | The borrowed shares that are being offered in the concurrent offering (or identical shares) and the 26,100,000 borrowed shares offered in November 2009 must be returned to us at the end of the loan availability period under the share lending agreement or earlier in certain circumstances. We believe that under U.S. GAAP, as presently in effect, the borrowed shares will not be considered outstanding for the |
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purpose of computing and reporting our earnings per share, although the borrowed shares will be outstanding for corporate law purposes. | ||
(6) | As further adjusted represents estimated fair value of conversion option related to the notes in this offering of approximately $67.7 million and an estimated fair value of the share-lending agreement entered into in connection with this note offering of approximately $4.5 million. |
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