Seanergy Maritime Holdings Corp. · NASDAQ:SHIP
Seanergy Maritime — Merger or Acquisition (May 2008)
26 slides from Seanergy Maritime's merger presentation, May 22, 2008
Slide 1: Proposed Transaction for Shareholder Approval
Proposed Transaction for Shareholder Approval (AMEX: SRG) May 2008
Slide 2: Safe Harbor Statement
Safe Harbor Statement Except for the historical information contained herein, this presentation contains among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such statements may includ
Slide 3: Non-GAAP and unaudited financial information notice
The financial information and data contained in this presentation is unaudited and does not conform to the Securities and Exchange Commission's Regulation S-X. Accordingly, such information and data may not be included in, or may be presented differently in, the Company's proxy statement to solicit
Slide 4: Proxy solicitation participants notice
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of the Company's stockholders to be held to approve the Business Combination and the Merger. Each of the Company's officers and directors who are also stockhol
Slide 5: Key definitions
Key EV = Enterprise Value (Market Capitalization plus debt, minority interest and preferred shares, minus total cash and cash equivalents EBIT = Earnings Before Interest and Taxes EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization FY = Full fiscal year m = Million Drybulk Peer G
Slide 6: Business Combination Company overview and proposed transaction
Business Combination Company(tm) ("BCC(tm)") trading on the AMEX Raised $231m via IPO (including green shoe) in September 2007 $10.00 unit structure - 1 share of common stock (SRG) and 1 warrant (SRGW) $231m held in escrow or $10.00 per share for IPO shareholders in the event of a liquidation Quarte
Slide 7: Prominent Greek Families Partnering Successful Business Strategies
Prominent Greek Families Partnering Successful Business Strategies The Restis Family has over a 40 year track record in the shipping industry Vast experience in operating vessels in multiple verticals in the shipping industry Over 60 vessels managed/owned/operated with approx. 30 new vessels on deli
Slide 8: Experienced Management and Board of Directors
Ioannis Tsigkounakis Secretary & Director Dale Ploughman CEO & Director Alexis Komninos CFO & Director George Koutsolioutsis Chairman & Director Experienced Management and Board of Directors Elias Culcundis Independent Director Kostas Koutsoubelis Director Director 6 additional independent directors
Slide 9: Transaction Structure
Cash Consideration: $367,030,750 at closing: $231,000,000 from trust account $136,030,750 of new debt Seller's Note: Value: $28,250,000 Shares underlying Seller's Note: 2,260,000 Conversion Price: $12.50 Term: 2 years Coupon: Libor Additional Stock Consideration: One earn-out: 4,308,075 in shares ($
Slide 10: Transaction Valuation Discount
(1) Assumes the Business Combination is consummated on September 1, 2008. FY1 refers to the first 4 successive quarters from September 1, 2008 through September 1, 2009 The peer group consists of (DSX), (GNK), (EGLE), (OCNF), (PRGN), (SBLK). Based on Seanergy estimates, public filings, wall street r
Slide 11: Investment highlights
The peer group consists of (DSX), (GNK), (EGLE), (OCNF), (PRGN), (SBLK). Based on SRG estimates, public filings and I/B/E/S Earnings Estimates from Bloomberg as of 05/19/08 12.0% payout based on the per share amount held in trust based on a basic share count basis Strong cash flow 100% charter cover
Slide 12: Company Overview
Company Overview = Confidential - Page 12
Slide 13: Fleet operations and management
Seanergy will operate 6 drybulk carriers All 6 vessels will be on time charter Carrying capacity of 317,743 deadweight tons 2 Panamax 2 Handysize 2 Supramax Safbulk to be the exclusive broker for the fleet Safbulk - strong reputation in the international shipping industry for efficiency & reliabilit
Slide 14: South African Marine - Time Charterer
South African Marine - Established in 1946 Grew to be the largest shipping group in Africa 1999 - The Restis Family acquired the non-liner business of South African Marine from a subsidiary of Old Mutual. The acquisition included: 13 dry bulk vessels South African Marine and Safbulk shipping brand n
Slide 15: Fleet Profile
Fleet Profile Supramax Handysize Panamax Vessel Name* Vessel Type Vessel Class Capacity (dwt) Year Built TCE Rate Time Charter Expiry M/V African Oryx Single Hull Handysize 24,110 1997 30,000 Sep-09 M/V African Zebra Single Hull Handysize 38,632 1985 36,000 Sep-09 M/V Hull K215 Single Hull Supramax
Slide 16: Advantages & Growth
Advantages & Growth = Confidential - Page 16
Slide 17: Competitive Advantages
Fleet growth potential - excess capital and debt capacity provide a vehicle for future growth Right of first refusal to buy 2 vessels from affiliates of the Restis Family in 2009 Strong cash flow to facilitate one of the highest expected yields in peer group Modern and diversified fleet Safbulk & ES
Slide 18: Growth Strategy
Growth Strategy Seanergy's goal is to double the fleet by 2011 Excess debt capacity provides a vehicle for future growth Approx. $150 million of additional capital upon exercise of Seanergy's public warrants Utilize public currency for further acquisitions FY1 free cash: ~ $43 million, post-dividend
Slide 19: Forecasted Financials
Forecasted Financials = Confidential - Page 19
Slide 20: Estimated Daily Breakeven Analysis
CF Breakeven NI Breakeven Operating Expenses 5276 5276 Management Fee 650 650 Commissions 1977 1977 General & Administrative 1620 1620 Maintenance CapEx 1065 0 Interest Expenses 2079 2079 Principal Payment 0 0 Depreciation & Amortization 0 24752 Fleet-Wide Average Charter Rate 52710 52710 $12,667 $3
Slide 21: Financial FY1 Assumptions
Utilization rate: 360 days on-hire for non-dry docked vessels Dry-docking: 2 vessels with special survey and dry docking (30 days each) for a total of 60 days off-hire - a total of $2.2 million for the dry docking expenses Management fees: $650 per vessel Commissions: 3.75% Rates are based on charte
Slide 22: Maintaining Strong Cash Flows in a Cyclical Market
Maintaining Strong Cash Flows in a Cyclical Market YR2 Staggered employment periods to take advantage of market fluctuations 70% fleet coverage 30% spot market Exposure to the interest market will increase as the fleet grows Hedge the interest rate with SWAPs to limit exposure to market movements Ab
Slide 23: Conclusion
Conclusion
Slide 24: Conclusion: investment highlights
The peer group consists of (DSX), (GNK), (EGLE), (OCNF), (PRGN), (SBLK). Based on SRG estimates, public filings and I/B/E/S Earnings Estimates from Bloomberg as of 05/19/08 12.0% payout based on the per share amount held in trust based on a basic share count basis Strong cash flow 100% charter cover
Slide 25: Thank You
Thank You
Slide 26: Contacts
Company Alexios Komninos CFO & Director Seanergy Maritime Corp. Tel. Athens: +30 210-372-6200 Email: alxco@ath.forthnet.gr Investor Relations Nicolas Bornozis Capital Link, Inc. Tel. (212) 661-7566 E-Mail: nbornozis@capitallink.com Contacts