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DryShips Inc. Announces Pricing of $400 Million Convertible Senior Notes Offering
Athens, Greece, November 19, 2009 – DryShips Inc. (NASDAQ: DRYS) (the "Company" or
"Dryships"), a global provider of marine transportation services for drybulk cargoes and offshore
contract drilling oil services, today announced the pricing of its previously announced
public offering of convertible senior notes. The offering size was increased from $300 million to
$400 million. The sale of the convertible notes is expected to close on November 25, 2009,
subject to customary closing conditions.
The convertible notes, which are being issued at a price equal to 100% of their face value, will
have an interest rate of 5%. The convertible notes will be senior unsecured obligations of the
Company. The initial conversion price for the convertible notes will be $7.19 per share.
The underwriter for the offering will also have the option to purchase up to $60 million principal
amount of additional convertible notes solely to cover any over-allotments. The Company
estimates that the net proceeds from the offering will be approximately $387 million after
deducting underwriter discounts and commissions and estimated offering expenses payable by
the Company assuming the over-allotment option is not exercised. The Company intends to use
the proceeds from the offering for vessel acquisitions and other general corporate purposes.
Concurrently with the offering of the convertible notes, the Company has entered into a share
lending agreement with Deutsche Bank AG, London Branch (“Deutsche Bank AG”), under
which it will loan to Deutsche Bank AG 26.1 million shares of its common stock. The Company
has also entered into an equity underwriting agreement with Deutsche Bank Securities Inc.
pursuant to which Deutsche Bank AG or its affiliates intend to sell shares of the Company’s
common stock that they will be entitled to borrow from the Company under the share lending
agreement.
These shares will be offered in an underwritten offering registered under the Securities Act of
1933, as amended, pursuant to the Company’s existing shelf registration statement in order to
facilitate hedging transactions undertaken by the purchasers of the convertible notes. The
Company will not receive any of the proceeds from this sale of common stock but will receive a
nominal lending fee from Deutsche Bank AG under the share lending agreement. Deutsche
Bank AG will be required to return the borrowed shares on or about the maturity of the
convertible notes or, if earlier, upon the conversion, repurchase, cancellation or redemption of all
of the convertible notes and upon the occurrence of certain other events. The delivery of
common stock pursuant to the share lending agreement will be contingent upon the closing of the
convertible notes offering, and the closing of the convertible notes offering will be contingent
upon the delivery of common stock pursuant to the share lending agreement.
Deutsche Bank Securities Inc. is acting as Sole Book-running Manager for the offerings.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the
convertible notes, common stock or any other securities, nor will there be any sale of convertible
notes, common stock or any other securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The convertible notes and the common stock will be offered only by means of a prospectus,
forming a part of the Company’s shelf registration statement, related prospectus supplements and
other related documents. You may obtain these documents for free by visiting EDGAR on the
Securities and Exchange Commission website at www.sec.gov. Alternatively, copies may be
obtained from Deutsche Bank Securities Inc., Attention: Prospectus Department, 100 Plaza One,
Jersey City, NJ 07311 or at 800-503-4611. Before you invest, you should read the prospectus
supplements and accompanying base prospectus along with other documents that the Company
has filed with the Securities and Exchange Commission for more complete information about the
Company and these offerings.
About DryShips Inc.
DryShips Inc., based in Greece, is an owner and operator of drybulk carriers and offshore oil deep
water drilling that operate worldwide. As of the day of this release, DryShips owns a fleet of 39
drybulk carriers comprising 7 Capesize, 30 Panamax and 2 Supramax, with a combined deadweight
tonnage of over 3.4 million tons, 2 ultra deep water semisubmersible drilling rigs and 4 ultra deep
water newbuilding drillships.
DryShips Inc.'s common stock is listed on the NASDAQ Global Market where trades under the
symbol "DRYS".
DryShips Inc.
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