kl05061.htm
Filed Pursuant
to Rule 433
Issuer Free Writing
Prospectus
dated May 21, 2008
Relating to Preliminary
Prospectus
dated May 19, 2008
Registration
Statement No. 333-151001
Genco
Shipping & Trading Limited
ISSUER
FREE WRITING PROSPECTUS
On May 21, 2008, Genco Shipping &
Trading Limited (the “Company”) filed a current report on Form 8-K dated May 21,
2008 (the “Current Report”) with the Securities and Exchange
Commission. The Current Report contains information regarding a
registered offering of the Company’s common stock by the Company and certain
selling shareholders (the “Offering”) that modifies and supersedes certain
information about the Offering included in the preliminary prospectus dated May
19, 2008 (the “Preliminary Prospectus”) included as part of the Company’s
Registration Statement on Form S-3 (Registration No. 333-151001) relating to the
Offering (the “Registration Statement”). This free writing prospectus
relates only to the Offering and should be read together with the Preliminary
Prospectus and the Registration Statement. This free writing
prospectus contains the information included in the Current Report, which is set
forth below. Unless otherwise stated below, it is assumed below that
the underwriters’ over-allotment option for the offering is not
exercised.
The Company and the selling
shareholders named in the Prospectus determined to adjust the size of the
offering such that the Company is offering 2,702,669 shares and the selling
shareholders are offering a total of 1,034,831 shares, for a combined total of
3,737,500 shares of Common Stock. Of the amount offered by the
selling shareholders:
|
·
|
1,000,000
shares are being offered by OCM Fleet Acquisition LLC, which will continue
to have a 4.76% interest in the Company following the offering,
and
|
|
·
|
34,831
shares are being offered by John C. Wobensmith, who will continue to have
a 0.28% interest in the Company following the
offering.
|
Peter C.
Georgiopoulos will not sell any of the 4,135,316 shares he beneficially owns in
the offering and will have a 13.01% interest in the Company following the
offering (or a 12.79% interest if the over-allotment option is exercised in
full).
Set forth
below is further information regarding the number of shares of Common Stock
owned and offered by the selling shareholders.
| |
|
Number
of
Shares
Beneficially
Owned
|
|
|
Percentage
of
Shares
Beneficially
Owned
|
|
|
Number
of
Shares
Offered
Hereby
|
|
|
Number
of
Shares
Owned
after
Offering
|
|
|
Percentage
of
Shares
Owned
after
Offering
|
|
|
Percentage
of
Shares
Owned
after
Exercise
of
Overallotment
Option
in Full
|
|
|
OCM
Fleet Acquisition LLC
|
|
|
2,512,532 |
|
|
|
8.64
|
% |
|
|
1,000,000 |
|
|
|
1,512,532 |
|
|
|
4.76 |
% |
|
|
4.68 |
% |
|
John
C. Wobensmith
|
|
|
123,462 |
|
|
|
0.42
|
% |
|
|
34,831 |
|
|
|
88,631 |
|
|
|
0.28 |
% |
|
|
0.27 |
% |
The
30-day option that the Company is expected to grant the underwriters to purchase
additional shares to cover any over-allotments is now for up to 560,600 shares
of Common Stock.
Under the terms of the underwriting
agreement that the Company, OCM Fleet Acquisition LLC, and Mr. Wobensmith expect
to enter into with the underwriters, Mr. Georgiopoulos will not be subject to
any lock-up agreement or arrangement as described in the section entitled
“Underwriting” in the Prospectus.
The issuer has
filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read
the prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by contacting Morgan Stanley & Co.
Incorporated at 180 Varick
Street, 2nd Floor, New York, N.Y. 10014 Attention: Prospectus Department or by
e-mail at prospectus@morganstanley.com.
Any
disclaimers or other notices that may appear below or elsewhere within the email
transmitting this communication are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically
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