Filing Details

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)*
Ardmore Shipping Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y0207T100
(CUSIP Number)
GA Holdings LLC c/o Greenbriar Equity Group LLC
555 Theodore Fremd Avenue, Suite A-201 Rye, NY 10580 (914) 925-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 13, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐   Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

(a), (f) This statement is being filed by:

(i) GA Holdings LLC, a Marshall Islands limited liability company ("GA Holdings");

(ii) Greenbriar Equity Fund II, L.P., a Delaware limited partnership ("GEF Fund II");

(iii) Greenbriar Equity Fund II-A, L.P., Delaware limited partnership ("GEF Fund II-A");

(vi) Joel S. Beckman, a citizen of the United States of America;

(vii) Reginald L. Jones, III, a citizen of the United States of America; and

(b) The address of the principal business and principal office of the Reporting Persons is 555 Theodore Fremd Avenue, Suite A-201, Rye, NY 10580.

GEF Fund II's principal business is private equity investment management;

GEF Fund II-A's principal business is private equity investment management;

GEC Capital's principal business is to serve as the general partner of GEF Fund II and GEF Fund II-A;

Greenbriar Holding's principal business is to serve as the general partner of GEC Capital;

The present principal occupation of Mr. Beckman is managing partner of Greenbriar Equity Group LLC;

The present principal occupation of Mr. Jones is managing partner of Greenbriar Equity Group LLC; and

The present principal occupation of Mr. Greenwald is managing partner of Greenbriar Equity Group LLC.

The name, citizenship, and principal occupation or employment of each director and executive officer or general partner, as applicable, of each Reporting Person is set forth below. The business address of each director and officer or general partner, as applicable, is 555 Theodore Fremd Avenue, Suite A-201, Rye, NY 10580.

(d) – (e)  The Reporting Persons have not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

On June 13, 2016, GA Holdings purchased 1,277,250 Common Shares from the Issuer in a registered public offering for total consideration of $11,367,525 (the "Offering Shares"). The source of the funding for the aforementioned transaction was derived from the respective capital of the members of GA Holdings.

(a) – (b) Based on information provided by the Issuer, there were 33,489,686 Common Shares outstanding as of the date hereof.  Based upon the foregoing, as of the date hereof, the Reporting Persons may be deemed to beneficially own the total outstanding Common Shares as set forth below, representing 17.0% of the total outstanding Common Shares:

(c) In addition to the transaction described in Item 3 above, the Reporting Persons also beneficially own 4,050,000 Common Shares previous acquired in the Issuer's initial public offering and 375,038 Common Shares received from the Issuer's dividend reinvestment plan. Except as set forth herein, no other transactions in the Common Shares were effected by the persons enumerated in Item 2 during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On June 8, 2016, certain Reporting Persons, in connection with the Issuer's public offering of up to 8,625,000 Common Shares, entered into a lock-up agreement with Morgan Stanley & Co. LLC pursuant to which they agreed, with certain exceptions, for a period of sixty (60) days after the date of the final prospectus relating to the public offering, not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares they beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares.

On June 13, 2016, GA Holdings and the Issuer entered into an agreement (the "Registration Rights Agreement") whereby the Issuer agreed that it will, within a specified period in the future, prepare and file a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933, as amended, to ensure that the Offering Shares will be registered with the U.S. Securities and Exchange Commission and thus freely tradable on the New York Stock Exchange.

 

 

Dated: June 21, 2016	GA HOLDINGS LLC
	By:	/s/  Reginald L. Jones, III
		Reginald L. Jones, III
		Director

	GREENBRIAR EQUITY FUND II, L.P.
	By:	Greenbriar Equity Capital II, L.P., its general partner

	By:	Greenbriar Holdings II, LLC, its general partner
		By:	/s/  Reginald L. Jones, III
			Reginald L. Jones, III Managing Member

	GREENBRIAR EQUITY FUND II-A, L.P.
	By:	Greenbriar Equity Capital II, L.P., its general partner

	By:	Greenbriar Holdings II, LLC, its general partner
		By:	/s/  Reginald L. Jones, III
			Reginald L. Jones, III Managing Member

	GREENBRIAR EQUITY CAPITAL II, L.P.
	By: Greenbriar Holdings II, LLC, its general partner
	By:	/s/  Reginald L. Jones, III
		Reginald L. Jones, III Managing Member

	GREENBRIAR HOLDINGS II, LLC
	By:	/s/  Reginald L. Jones, III
		Reginald L. Jones, III
		Managing Member
	JOEL S. BECKMAN*
		/s/ Joel S. Beckman
	REGINALD L. JONES, III*
		/s/  Reginald L. Jones, III

	GERALD GREENWALD*
		/s/ Gerald Greenwald

Exhibit A

AGREEMENT

Each of the undersigned hereby consents and agrees to this joint filing of the Schedule 13D for the Common Shares of Ardmore Shipping Corporation.

EXHIBIT B

LOCK-UP LETTER

 

 

 

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC ("Morgan Stanley") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with Ardmore Shipping Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Company"), providing for the public offering (the "Public Offering") by the several Underwriters, including Morgan Stanley (the "Underwriters"), of shares (the "Shares") of common stock, par value $0.01 per share, of the Company (the "Common Stock").

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus (the "Restricted Period") relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to:

(a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift;

(b) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (a) or (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period;

(c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period;

(d) the acquisition of Common Stock pursuant to any employee benefit plan or dividend reinvestment plan of the Company in effect as of the date hereof; or

(e) transfers of shares of Common Stock that are acquired in the open market after the closing of the Public Offering; provided that, with respect to this clause (e), no filing under Section 16(a) of the Exchange Act, reporting a reduction in the aggregate beneficial ownership of Common Stock by the Company and its subsidiaries, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period.

In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's shares of Common Stock except in compliance with the foregoing restrictions.

This agreement shall terminate and be of no further force and effect upon a decision by Morgan Stanley on behalf of the Underwriters, or the Company not to proceed with the Public Offering, which decision shall be set forth in writing and delivered to the Company or Morgan Stanley, as applicable.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

 

 

 

 

 

EXHIBIT C

 

"Commission" means the U.S. Securities and Exchange Commission.

"Common Shares" means shares of the Company's common stock, par value $0.01 per share.

"End Date" has the meaning set forth in Section 2.1(b).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Registrable Shares" means 1,277,250 Common Shares purchased by GA Holdings in the Offering and any securities of the Company issued in respect thereof or in substitution therefor, including in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization; provided, however, that Registrable Shares held by GA Holdings will not be considered Registrable Shares for purposes of this Agreement following the earliest to occur of the following: (i) a registration statement covering such Registrable Shares has been declared effective by the Commission and all such Registrable Shares have been disposed of pursuant to such effective registration statement, (ii) such Registrable Shares have been sold in a transaction satisfying the applicable conditions of Rule 144 under the Securities Act (as such Rule may be amended from time to time, "Rule 144"), (iii) all of the Registrable Shares held by GA Holdings may be sold in a single transaction without limitation under Rule 144 and (iv) such Registrable Shares have been sold or transferred in such a manner that the transferor's rights under this Agreement are not assigned to the transferee of such Registrable Shares pursuant to Section 6.2.

"Scheduled Black-out Period" means the period beginning on the fifteenth day prior to the end of a fiscal quarter of the Company to and including the second business day after the day on which the Company publicly releases its earnings for such fiscal quarter.

"SC Trading Average" means, as of a given date, the volume-weighted, average Closing Price of the Common Shares for the 20 Trading Days immediately preceding such date.

"Securities Act" means the Securities Act of 1933, as amended.

"Trading Day" means (a) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or (b) if the applicable security is not so listed or admitted for trading, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

ARTICLE II.
DEMAND AND PIGGYBACK RIGHTS

consents to the filing of such registration statement , the Company will file a resale registration statement on Form F-3 (or a successor form) covering all Registrable Shares held by GA Holdings and the Company shall use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after it has been filed.

otherwise would be materially detrimental to the Company or its securityholders if effected at such time or (2) is reasonably likely to require premature disclosure of information, the premature disclosure of which would materially and adversely affect the Company or its securityholders; provided that the Company shall not, other than with respect to Scheduled Black-out Periods, postpone the filing of a registration statement or an offering of Registrable Shares under Section 2.1 (other than the initial registration statement filing under Section 2.1(a)) or Section 2.2 or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.4(b) more than twice in any 360-day period and for not more than 120 days in the aggregate in any 360-day period. Any such blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction or other event described in clause (1) of this Section 2.4(b), a date not later than ninety (90) days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 20-F and (y) the date upon which such information is otherwise disclosed publicly by the Company. In addition, notwithstanding anything to the contrary, during any Scheduled Black-out Period or upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable the use of such registration statement, prospectus or prospectus supplement, GA Holdings and its Affiliates shall forthwith discontinue any disposition of Registrable Shares until termination of such Scheduled Black-Out Period or until GA Holdings receives copies of a supplemented or amended prospectus or prospectus supplement, or until GA Holdings is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, GA Holdings shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in GA Holdings' possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Shares current at the time of receipt of such notice. The total number of days that any such suspensions pursuant to the immediately preceding sentence (other than suspensions due to a Scheduled Black-out Periods) may be in effect in any 360-day period shall not exceed the excess of 120 days over the number of days in such 360-day period that the Company has delayed effecting a registration or offering in reliance upon clauses (1) and (2) of this Section 2.4(b).

ARTICLE III.
NOTICES, CUTBACKS AND OTHER MATTERS

the preceding sentence have been included in such registration, any other securities eligible for inclusion in such registration may be included.

ARTICLE IV.
FACILITATING REGISTRATIONS AND OFFERINGS

respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as GA Holdings, the counsel to GA Holdings or the underwriter or the underwriters may request; and, with reasonable prior notice to the Company, make applicable representatives of the Company available for discussion of such documents; (ii) as applicable during any underwritten offering and within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus relating to such underwritten offering, provide copies of such document to GA Holdings, counsel for GA Holdings and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as GA Holdings, counsel for GA Holdings or such underwriter shall request; and (iii) make applicable representatives of the Company available for discussion of such document;

counsel or accountant in connection with their due diligence exercise; provided, however, that the Company shall in no event be required to disclose any information that might waive or jeopardize any attorney-client or similar privilege.

ARTICLE V.
INDEMNIFICATION

allocation in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefit referred to in clause (i) and also the relative fault of the indemnified and indemnifying parties, in connection with the actions which resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact, has been made by, or relates to information supplied by, such indemnifying party or parties, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damage, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The Company and GA Holdings agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the prior provisions of this Section 5.4. Notwithstanding the provisions of this Section 5.4, no indemnifying party shall be required to contribute any amount in excess of the amount by which the total price at which the securities were offered to the public by the indemnifying party exceeds the amount of any damages which the indemnifying party has otherwise been required to pay by reason of an untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such a fraudulent misrepresentation.

ARTICLE VI.
OTHER AGREEMENTS

The rights of GA Holdings to registration of Registrable Securities pursuant to Article 2 of this Agreement may be assigned by GA Holdings to a transferee or assignee which is an Affiliate, subsidiary or parent company, or similar entity of or for the benefit of GA Holdings; provided, however, that (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such

transferee acquired such Registrable Securities in a transaction that complied with applicable securities laws and shall agree to be subject to all applicable restrictions set forth in this Agreement.

ARTICLE VII.
MISCELLANEOUS

Ardmore Shipping Corporation
Unit 1102
One Albert Quay
Albert Quay, Cork
T12X8N6 Ireland
Attention: Chief Financial Officer
Fax: 011.353.21.2409501
Email: ptivnan@ardmoreshipping.com


with a copy, which will not constitute notice, to:

Perkins Coie LLP
1120 NW Couch Street 10^th Floor
Portland, Oregon 97209-4128
Attention: David Matheson
Fax: (503) 346-2008
Email: dmatheson@perkinscoie.com

(b)

if to GA Holdings, to:

GA Holdings LLC
Attention: Niall McComiskey
Fax: 914-925-9699
Email: nmccomiskey@greenbriarequity.com


with a copy (which shall not constitute notice) to:

Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Attention: Andrei Sirabionian
Fax: +1-212-480-8421
Email: sirabion@sewkis.com

The failure to provide notice in accordance with the required timing, if any, set forth herein shall affect the rights of the party providing such notice only to the extent that such delay actually prejudices the rights of the party receiving such notice.

7.10 Severability. The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of its other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the extent necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of the parties to this Agreement.

7.11 Counterparts. This Agreement may be executed and delivered in multiple counterparts, including by means of facsimile and electronic mail, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

 

 

[Signature Page to Registration Rights Agreement]