DRYS DryShips Inc

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

SCHEDULE 13E-3
(Amendment No. 1)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

DryShips Inc.
(Name of the Issuer)

 

 

DryShips Inc.

SPII Holdings Inc.

Sileo Acquisitions Inc.

 

(Names of Persons Filing Statement)

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

Y2109Q705

(CUSIP Number of Class of Securities)

 

c/o Dryships Management Services Inc.

80 Kifissias Avenue

GR 151 25, Marousi, Athens, Greece

Mr. Dimitrios Dreliozis

Tel: + 30 210-80 90-570

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

With copies to

 

Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019 Attn: William Haft, David Schwartz E-mail: whaft@orrick.com, dschwartz@orrick.com

SEWARD & KISSEL LLP One Battery Park Plaza New York, NY 10004 Attn: Gary Wolfe, Edward Horton, Nick Katsanos E-mail: wolfe@sewkis.com, horton@sewkis.com, katsanos@sewkis.com

Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attn: Philip Richter, Mark Lucas E-mail: philip.richter@friedfrank.com, mark.lucas@friedfrank.com

 

 

This statement is filed in connection with (check the appropriate box):

 

a. ¨ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

 

b. ¨ The filing of a registration statement under the Securities Act of 1933.

 

c. ¨ A tender offer

 

d. x None of the above

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨ 

 

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨ 

 

Calculation of Filing Fee

 

Transaction Valuation*		Amount of Filing Fee**
$75,941,838.00		$9,204.15

*

Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b) under the Securities Exchange Act. The filing fee is calculated based on the sum of the proposed cash payment of US$5.25 per share of common stock for 14,465,112 outstanding shares of common stock of the issuer subject to the transaction (which equals the total outstanding shares of common stock less the shares of common stock to be cancelled without consideration and the shares of common stock held by SPII Holdings Inc. and its affiliates) (the “Transaction Valuation”).

 

**	The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #2 for Fiscal Year 2019, was calculated by multiplying the Transaction Valuation by 0.0001212.

 

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

The filing fee was previously paid on the initial filing of this Schedule 13E-3 Transaction Statement on September 9, 2019.

 

 

 

TABLE OF CONTENTS

 

				Page
Item 13		Financial Statements		1
Item 16		Exhibits		1

 

 

INTRODUCTION

 

This Amendment No. 1 to Schedule 13E-3, together with the exhibits hereto (this “Amendment No. 1”) amends and supplements the Rule 13e-3 transaction statement on Schedule 13E-3 originally filed on September 9, 2019 (the “Original Transaction Statement” and as amended by this Amendment No. 1, the “Transaction Statement”). This Transaction Statement is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person”, and collectively, the “Filing Persons”): (a) DryShips Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), the issuer of common stock, par value $0.01 per share (the “Company common stock”), (b) SPII Holdings Inc., a corporation organized under the laws of the Republic of the Marshall Islands (“SPII”), and (c) Sileo Acquisitions Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly owned subsidiary of SPII (“Merger Sub”).

 

This Transaction Statement relates to the Agreement and Plan of Merger (the “merger agreement”), by and among the Company, SPII and Merger Sub. Pursuant to the merger agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and a wholly owned subsidiary of SPII (the “merger”).

 

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of such information as it relates to any other Filing Person.

 

Except as amended and supplemented in this Amendment No. 1, the information set forth in the Original Transaction Statement remains unchanged.

 

ITEM 13

FINANCIAL STATEMENTS

 

Item 13 of the Transaction Statement is hereby amended by adding the following at the end of the first paragraph of Item 13(a): 

 

“The unaudited consolidated financial statements of the Company for the six-month period ended June 30, 2019 are incorporated herein by reference to the Company’s report on Form 6-K furnished to the SEC on September 18, 2019.”

 

ITEM 16

EXHIBITS

 

Item 16 of the Transaction Statement is hereby amended and supplemented by adding the following exhibit: 

 

(a)-(6)

Press Release issued by the Company, dated September 17, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 17, 2019

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: September 30, 2019

 

	DRYSHIPS INC.
	By:	/s/ Dimitrios Dreliozis
		Name: Dimitrios Dreliozis
		Title: Vice President of Finance

 

 

	SPII HOLDINGS INC.
	By: MARE SERVICES LIMITED
	By:	/s/ Dr. Renato Cefai
		Name: Dr. Renato Cefai
		Title: Director of Mare Services Limited

 

 

	SILEO ACQUISITIONS INC.
	By: MARE SERVICES LIMITED
	By:	/s/ Dr. Renato Cefai
		Name: Dr. Renato Cefai
		Title: Director of Mare Services Limited

 

 

Exhibit Index

 

(a)-(1)*		Proxy Statement of the Company, dated September 9, 2019
(a)-(2)*		Letter to the Shareholders of DryShips Inc., incorporated herein by reference to the proxy statement
(a)-(3)*		Notice of Special Meeting of Shareholders of DryShips Inc., incorporated herein by reference to the proxy statement
(a)-(4)*		Form of Proxy Card
(a)-(5)		Press Release issued by the Company, dated September 9, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 9, 2019
(a)-(6)		Press Release issued by the Company, dated September 17, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 17, 2019
(c)-(1)*		Opinion of Evercore Group L.L.C., dated August 18, 2019, incorporated herein by reference to Annex B to the proxy statement
(c)-(2)*		Presentation materials prepared by Evercore Group L.L.C., dated July 24, 2019, for the Special Committee
(c)-(3)*		Presentation materials prepared by Evercore Group L.L.C., dated July 30, 2019, for the Special Committee
(c)-(4)*		Presentation materials prepared by Evercore Group L.L.C., dated August 6, 2019, for the Special Committee
(c)-(5)*		Presentation materials prepared by Evercore Group L.L.C., dated August 8, 2019, for the Special Committee
(c)-(6)*		Presentation materials prepared by Evercore Group L.L.C., dated August 18, 2019, for the Special Committee
(d)-(1)*		Agreement and Plan of Merger, dated as of August 18, 2019, by and among the Company, SPII, and Merger Sub, incorporated herein by reference to Annex A to the proxy statement

 

*

Previously filed on September 9, 2019.