Filing Details
- Accession Number:
- 0001068238-19-000119
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-13 07:36:08
- Filed By:
- Economou George
- Company:
- Dryships Inc. (NASDAQ:DRYS)
- Filing Date:
- 2019-06-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SPII Holdings Inc | 0 | 72,421,515 | 0 | 72,421,515 | 72,421,515 | 83.35% |
| George Economou | 0 | 72,421,515 | 0 | 72,421,515 | 72,421,515 | 83.35% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
| DryShips Inc. |
| (Name of Issuer) |
| Common Shares, par value $0.01 per share |
| (Title of Class of Securities) |
| Y2109Q705 |
| (CUSIP Number) |
| William S. Haft Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 +1-212-506-3740 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| June 12, 2019 |
| (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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box ☐.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
| CUSIP No. | Y2109Q705 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| SPII Holdings Inc. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Marshall Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 72,421,515 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 72,421,515 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 72,421,515 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 83.35%(1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
(1) Calculation based on 86,886,627 Common Shares (defined below) outstanding as of March 31, 2019.
| CUSIP No. | Y2109Q705 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| George Economou | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Greece | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| *72,421,515 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| *72,421,515 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| *72,421,515 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 83.35%(1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
* Mr. Economou may be deemed to beneficially own SPII Holdings Inc., and may thereby be deemed to beneficially own the
72,421,515 Common Shares owned by SPII Holdings Inc.
(1) Calculation based on 86,886,627 Common Shares outstanding as of March 31, 2019.
| CUSIP No. | Y2109Q705 |
This Amendment No. 15 ("Amendment No. 15") amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") by SPII Holdings Inc., Sierra Investments Inc., Mountain Investments Inc., and Mr. George Economou on September 5, 2017 (the "Original Schedule 13D"), as amended on October 6, 2017 ("Amendment No. 1"), March 15, 2018 ("Amendment No. 2"), May 16, 2018 ("Amendment No. 3"),
June 11, 2018 ("Amendment No. 4"), June 18, 2018 ("Amendment No. 5"), August 21, 2018 ("Amendment No. 6,"), September 4, 2018 ("Amendment No. 7"), September 19, 2018 ("Amendment No. 8"),
October 1, 2018 ("Amendment No. 9"), November 8, 2018 ("Amendment No. 10"), November 19, 2018 ("Amendment No. 11"), November 27, 2018 ("Amendment No. 12"), December 7, 2018 ("Amendment No. 13"), and
December 17, 2018 (“Amendment No. 14,” and the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, and Amendment No. 14, when taken together, are the "Initial Statement").
Item 1. Security and Issuer.
This Amendment No. 15 relates to the common shares, par value $0.01 per share (the "Common Shares") of DryShips Inc., a Marshall Islands corporation (the "Issuer").
The address of the principal executive office of the Issuer is 109 Kifissias Avenue and Sina Street, 151 24, Marousi, Athens, Greece.
Item 2. Identity and Background.
| (a), (f) | This Amendment No. 15 is being filed by SPII Holdings Inc., a Marshall Islands corporation ("SPII") and Mr. George Economou, a citizen of Greece ("Mr. Economou," and, together with SPII, the "Reporting Persons"). |
| (b) | The address of the principal place of business of SPII is c/o Mare Services Limited, 5/1 Merchants Street, Valletta VLT, 1171, Malta. Mr. Economou's correspondence address is 109 Kifissias Avenue and Sina Street, 151 24, Marousi, Athens, Greece. |
| (c) | The principal business of SPII is acting as an investment holding company. Mr. Economou is the Chairman and Chief Executive Officer of the Issuer. |
The name, citizenship, present principal occupation or employment and business address of each executive officer or director of SPII is set
forth below.
| Name | Position of Officer or Director | Principal Occupation or Employment, Principal Business Address and Citizenship | ||
| Mare Services Limited | Sole Director/Secretary | Mare Services Limited is a Maltese corporation, and its principal business address is 5/1 Merchants Street, Valletta VLT, 1171, Malta. | ||
| Dr. Adriano Cefai | President/Treasurer | Mr. Cefai is a citizen of Malta. Mr. Cefai's principal occupation is attorney at law, and his principal business address is 5/1
Merchants Street, Valletta VLT, 1171, Malta. |
| (d), (e) | None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 violation with respect to such laws. |
Item 3. Source or Amount of Funds or Other Consideration.
There are no changes to Item 3 from the Initial Statement.
Item 4. Purpose of Transaction.
On June 12, 2019, SPII delivered a non-binding letter (the "Proposal Letter") to the board of directors of the Issuer proposing a transaction whereby the Issuer would merge with a wholly-owned subsidiary of SPII, as a result of which all the Common Shares not currently
owned by the Reporting Persons would be converted into the right to receive $4.00 in cash per Common Share.
As described in the Proposal Letter, SPII expects that the Issuer will appoint a special committee of
independent directors to consider its proposal and make a recommendation to the Issuer's board of directors. SPII further anticipates that any transaction would be consummated pursuant to the terms of definitive transaction documents mutually
acceptable to SPII and such special committee. SPII will not proceed with the transaction unless it is approved by such special committee.
No assurances can be given that a transaction will be consummated. The Proposal Letter provides that
no legally binding obligation with respect to a transaction will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto.
Other than as set forth herein or in the Proposal Letter, SPII and its affiliates have no plans or
proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of the Initial Statement. However, if the transaction proposed in the Proposal Letter is not consummated, the Reporting Persons will continue to
review their investment in the Issuer and may, depending on market conditions and other factors, determine, from time to time, to engage in any of the events set forth in Items 4(a) through (j) of the Initial Statement.
The summary above is qualified in its entirety by reference to the Proposal Letter. The Proposal
Letter is attached as Exhibit B hereto and is incorporated by reference herein.
There are no other changes to Item 4 from the Initial Statement.
Item 5. Interest in Securities of the Issuer.
(a)-(c) As of March 31, 2019, the Issuer had 86,886,627 Common Shares outstanding. Based
upon the foregoing, as of the date hereof, the Reporting Persons may be deemed to beneficially own the Common Shares set forth below:
| Voting | Dispositive | |||||||||||||||||||
| Names | Percentage of Common Shares Beneficially Owned | Sole | Shared | Sole | Shared | |||||||||||||||
| SPII | 83.35 | % | 0 | 72,421,515 | 0 | 72,421,515 | ||||||||||||||
| Mr. Economou | 83.35 | % | 0 | 72,421,515 | (1) | 0 | 72,421,515 | (1) | ||||||||||||
(1) Mr. Economou may be deemed to beneficially own SPII, and may thereby be deemed to beneficially own the 72,421,515 Common Shares owned by
SPII.
Except as described above, no other Common Shares are beneficially owned by the persons named in Item 2 of this Amendment No. 15.
Except as described herein, there have been no other transactions by the Reporting Persons in the Common Shares during
the past 60 days.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends
from, or proceeds from the sale of, the Common Shares reported in this Amendment No. 15. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as described in the Initial Statement, the Reporting Persons do not have any other contract, arrangement, understanding or
relationship with any person with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit A.
Joint Filing Agreement.
Exhibit B.
Proposal Letter, dated June 12, 2019.
SIGNATURE
After reasonable 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.
| June 13, 2019 | ||
| (Date) | ||
| SPII HOLDINGS INC. | ||
| BY: MARE SERVICES LIMITED | ||
| By: | /s/ Dr. Renato Cefai | |
| Name: Dr. Renato Cefai | ||
| Title: Director of Mare Services Limited | ||
| GEORGE ECONOMOU* | ||
| /s/ George Economou | ||
| (Signature) | ||
* The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).