Page 5 of 8 – SEC Filing
| CUSIP No. Y2065G121 | SCHEDULE 13D | Page 5 of 8 |
| excess of the purchase price for such VLCC over the value attributed to such VLCC in this transaction. | |
| BWG may assign, in whole or in part, the Vessel Acquisition Agreement and its rights, interests or obligations thereunder to (i) any of its affiliates to which it transfers shares of Common Stock or Preferred Stock in accordance with the Investor Rights Agreement or (ii) any person who acquires, directly or indirectly, all or substantially all its consolidated assets (including by way of merger, or amalgamation or otherwise by operation of law). | |
| The transactions contemplated by the Vessel Acquisition Agreement and the Investor Rights Agreement may result in certain actions specified in Items 4(a) through (j) of Schedule 13D, including changes in the Issuer’s Board. BWG expects to review from time to time its investment in the Issuer and may, depending on the Issuer’s business, assets, operations, financial condition, prospects and other factors, and to the extent permitted under the terms of the Investor Rights Agreement, decide to: (i) purchase additional shares of Common Stock, options or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the shares of Common Stock, options or other securities now beneficially owned or hereafter acquired by them; (iii) propose one or more directors for the Issuer’s Board; (iv) engage in discussions, negotiations or enter into other transactions with a view to obtaining direct or indirect control of the Issuer; (v) acquire assets of the Issuer and its subsidiaries; and (vi) engage in such other proposals as BWG may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in Items 4(a) through (j) of Schedule 13D. | |
| Also, consistent with the above, BWG may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board of the Issuer regarding the Issuer, including but not limited to its operations, governance and control. | |
| The summary contained herein of the Vessel Acquisition Agreement, including the Investor Rights Agreement attached thereto as Annex II, does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is included as Exhibit 1 to this Schedule 13D and is incorporated by reference herein. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | As of March 23, 2017, BWG may be deemed to beneficially own 32,024,395 shares of Common Stock, representing approximately 25.3% of the outstanding shares of Common Stock. This amount excludes 15,700 shares of Preferred Stock, which automatically convert into 15,700,000 shares of Common Stock upon the Mandatory Exchange. |
| The foregoing beneficial ownership percentage is based on the sum of (1) 94,622,903 shares of Common Stock outstanding as of March 21, 2017, as reported in the Vessel Acquisition Agreement, and (2) 32,024,395 shares of Common Stock that will be issued by the Issuer to BWG in connection with the Vessel Acquisition Agreement. | |
| (b) | BWG has sole voting power and sole dispositive power over 32,024,395 shares of Common Stock. |
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