Global Ship Lease Inc New · NYSE:GSL
Global Ship Lease Inc New — Global Ship Lease — SPAC Merger (March 2008)
28 slides from Global Ship Lease Inc New's SPAC merger presentation, Mar 24, 2008
Slide 1: Investor Presentation
Exhibit 99.1 Investor Presentation March 2008
Slide 2: Disclaimer
Disclaimer In connection with the proposed acquisition, Marathon will prepare a Registration Statement containing a proxy statement/prospectus to be filed with the U.S. Securities and Exchange Commission. When completed, a definitive proxy statement/prospectus and a form of proxy will be mailed to t
Slide 3: Safe Harbor Statement
Safe Harbor Statement This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the plans and objectives of management for future operations. This
Slide 4: Presenters
Presenters Michael S. Gross Marathon Acquisition Corp. Chairman, Chief Executive Officer Ian J. Webber Global Ship Lease Chief Executive Officer Thomas A. Lister Global Ship Lease Chief Commercial Officer 3
Slide 5: Transaction Overview
Transaction Overview Marathon (AMEX: MAQ) entered into an Agreement and Plan of Merger with Global Ship Lease, Inc., a Marshall Islands company wholly-owned by CMA CGM Marathon and GSL will merge, with the combined company to be renamed Global Ship Lease, Inc. Transaction GSL will apply for listing
Slide 6: Marathon Investment Criteria
Marathon Investment Criteria MAQ Objective GSL Investment Highlights Fleet capacity (TEU) will grow more than 80% by Q3 2009 Platform for Containership industry continues to benefit from globalization and growth in Significant emerging markets Growth Financial capacity to complete additional acquisi
Slide 7: Strong Sponsorship
Strong Sponsorship Third largest container shipping company Chairman and CEO Michael Gross has in the world with $11.8 bn in revenues significant experience stewarding companies Rated BBB-/Ba1 by S&P/Moody’s and increasing shareholder value 387 vessels with capacity of 911,000 16 years at Apollo Man
Slide 8: Transaction Structure
Transaction Structure $ millions (1) Sources Post Closing Common Ownership Initial 12 4Q 08 3Q 09 Marathon Founders Sources & Uses ($m) Vessels (4 Deliveries) (1 Delivery) Total 13% Sources Available MAQ Cash $310 $310 CMA Equity 103 $99 202 Credit Facility 188 256 $82 526 Public Total Uses $600 $35
Slide 9: Global Ship Lease vs. Public Peers
Global Ship Lease vs. Public Peers Global Ship Lease will be the third U.S.-listed containership charter owner Fleet Profile Vessels at IPO 17 (12 + 5 to be delivered) 23 (10 + 13 to be delivered) 43 (27 + 16 to be delivered) Currently Contracted Fleet 17 (12 + 5 to be delivered) 68 (29 + 39 to be d
Slide 10: Transaction Valuation
Transaction Valuation $ millions, except per share amounts Pro Pro Forma Forma Valuation Valuation Comps Comps --Dividend Dividend Yield Yield (LQA) (LQA) Contracted SPAC Valuation Fleet (1) Marathon Cash in Trust $7.88 (2) Fully Diluted Shares 85.5 Pro Forma Fully Diluted Equity Value $673.6 9.1% N
Slide 11: Experienced Management
Experienced Management CP Ships, 1996-2006: CFO and Director Ian J. Webber Chief Executive – Public company traded on NYSE and TSE Officer – Sold to Hapag-Lloyd in 2005 for $2.3 bn Pricewaterhouse, 1979-1996: Partner, 1991-1996 DVB Bank, 2005-2007: Specialist transport asset financier, SVP & Head of
Slide 12: Industry Overview
Industry Overview GLOBAL SHIP LEASE
Slide 13: GSL's Role in Container Trade
GSL’s Role in Container Trade Business Overview Marshall Islands corporation Owns and charters-out containerships under long-term, fixed-rate charters Strategy is to grow by acquiring and chartering-out vessels to additional counterparties to increase distributable cash flow per share Role of Liner
Slide 14: Container Liner Industry Dynamics Favor Charter Owners
Container Liner Industry Dynamics Favor Charter Owners Liner companies focused on logistics/in-landdevelopmentwith increased need for flexibility in fleet Capital intensity requires container liner operators to look for chartering options Chartered-in vessels approx. 52% of the top 10 liners capacit
Slide 15: Supply / Demand Dynamics
Supply / Demand Dynamics Containership Fleet Development Supply vs. Demand Growth 16,000 18% 500 12,000 $200 bn+ Asset Class 14,000 16% 450 10,000 14% 400 12,000 12% 350 8,000 10,000 300 10% 8,000 250 6,000 8% 6,000 200 6% 4,000 150 4,000 4% 100 2,000 2,000 2% 50 0 0% 0 0 2002 2003 2004 2005 2006 20
Slide 16: Emerging Markets Drive Growth in Container Trade
Emerging Markets Drive Growth in Container Trade Container Growth by Region (3Q07) 18.0% 16.3% 15.6% 16.0% 14.0% 13.3% 13.5% 12.7% 12.0% 11.3% 10.7% 10.7% 9.6% 10.0% 8.1% 8.0% 6.0% 3.9% 4.0% 2.0% 0.0% Far East Western South East North America Latin America Middle East Africa South Asia Oceania Easte
Slide 17: Company and Financial Overview
Company and Financial Overview
Slide 18: Financial and Fleet Overview
Financial and Fleet Overview Fleet Size (TEUs) 66,297 59,670 36,322 12 16 17 Vessels Vessels Vessels Current Q4 2008 Q3 2009 Prior Period Cumulative Fleet Contracted Growth Fleet Contracted 17 Vessel Fleet 12 Vessels Annualized 16 Vessels Annualized Annualized Estimated Revenue (1) $91.7 mm $135.6 m
Slide 19: Young, High Quality Fleet Under Long-Term Staggered Charters
Young, High Quality Fleet Under Long-Term Staggered Charters Ville d’Orion 1/08 End 2012 At To Be Contracted End 2012 Size (Number of Vessels) Closing Delivered Fleet Ville d’Aquarius 1/08 ~2,200 TEU 8 0 8 CMA CGM La Tour 1/08 End 2016 4,000 – 4,300 TEU 2 3 5 CMA CGM Manet 1/08 End 2016 ~5,100 TEU 2
Slide 20: Contracted Fleet Economics
Contracted Fleet Economics Contracted Revenues Contracted Pro Forma Fleet Economics – 11 year average remaining charter term (Dollars in millions except per share data) Contracted Fleet (1) Revenue $147.7 – Diversified portfolio of high quality (2) Operating Expenses (47.6) assets SG&A (6.3) – Stagg
Slide 21: Flexible Financing Structure
Flexible Financing Structure $800mm credit facility, 8-year term – 5-year non-amortization – LIBOR + 75 bps with adjustments after certain leverage levels (up to L+110 bps) – Over $270 mm undrawn under the credit facility for new acquisitions Warrants provide potential equity for future vessel acqui
Slide 22: Fleet Expansion Strategy
Fleet Expansion Strategy Build a portfolio of high quality assets – Diversified by charterer, charter term, and vessel size Deal Analytics Expand portfolio beyond CMA CGM Target acquisitions of approximately 10 years or younger with greater than 5 year charters 3rd party technical management estimat
Slide 23: Contracted Growth, Multiple Avenues for Additional Growth
Contracted Growth, Multiple Avenues for Additional Growth Owned by Liner Companies Chartered-in by Liner Companies +5 12 Contracted Estimated Worldwide Fleet as of October 2007 Growth 4,251 Vessels/10.4mm TEU capacity (1) At Close 2,000+ ships available to be outsourced (1) Source: Drewry, excludes
Slide 24: GSL Investment Highlights
GSL Investment Highlights Long-term stable cash flows Financial capacity to Modern, high quality make additional fleet of diverse sizes accretive acquisitions Experienced Built-in growth with management — strong minimum dividend industry relationships increases Attractive industry outlook 23
Slide 25: Appendix
Appendix GLOBAL SHIP LEASE
Slide 26: Fleet List
Fleet List Projected Size Daily Daily Time Charter Commencement Vessel Name (TEU) Year Built Charter Rate Opex Cap (years) of Charter Current Fleet: Ville d’Orion 4,113 1997 $21,500 $6,400 5 Commenced Ville d’Aquarius 4,113 1996 21,500 6,400 5 Commenced CMA CGM Matisse 2,262 1999 17,965 5,400 9 Comm
Slide 27: Terms of the Subordinated Shares
Terms of the Subordinated Shares Description 10.0 mm subordinated shares issued to CMA CGM and Marathon founders CMA / Marathon 50 / 50 split Ownership No dividends payable with respect to 2008 Shares will be entitled to dividends in 2009 with respect to 1Q09 Receive quarterly base dividends from op
Slide 28: Investor Presentation
Investor Presentation March 2008 27