Contact Information: Investor Relations / Media: Nicolas Bornozis Capital Link, Inc. (New York) Tel. 212-661-7566 E-mail: dryships@capitallink.com
DryShips Inc. Announces Pricing of $400 Million Convertible Senior Notes Offering
| Source: DryShips Inc.
ATHENS, GREECE--(Marketwire - November 19, 2009) - DryShips Inc. (NASDAQ : DRYS ) (the "Company"
or "Dryships"), a global provider of marine transportation services for
drybulk cargoes and off-shore 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".
Visit our website at www.dryships.com.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking
statements. Forward-looking statements reflect our current views with
respect to future events and financial performance and may include
statements concerning plans, objectives, goals, strategies, future events
or performance, and underlying assumptions and other statements, which are
other than statements of historical facts. The forward-looking statements
in this release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without limitation,
management's examination of historical operating trends, data contained in
our records and other data available from third parties. Although DryShips
Inc. believes that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond
our control, DryShips Inc. cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections. Important factors
that, in our view, could cause actual results to differ materially from
those discussed in the forward-looking statements include the strength of
world economies and currencies, general market conditions, including
changes in charterhire rates and vessel values, changes in demand that may
affect attitudes of time charterers to scheduled and unscheduled
drydocking, changes in DryShips Inc.'s operating expenses, including bunker
prices, drydocking and insurance costs, or actions taken by regulatory
authorities, potential liability from pending or future litigation,
domestic and international political conditions, potential disruption of
shipping routes due to accidents and political events or acts by
terrorists. Risks and uncertainties are further described in reports filed
by DryShips Inc. with the US Securities and Exchange Commission.