SEC Comment Letter for Seaspan CORP (CIK 0001332639) — Aug 25, 2005
Seaspan CORP (CIK 0001332639)
Date: Aug. 25, 2005 · CIK: 0001332639 · Accession: 0000000000-05-044069
AI Filing Summary & Sentiment
File numbers found in text: 333-126762
Letter
Mail Stop - 3561 August 2, 2005 Via U.S. Mail Mr. Gerry Wang Chief Executive Officer Seaspan Containerships Corp. c/o Seaspan Container Lines Limited 200 Granville Street Suite 2600 Vancouver, British Columbia
RE: Seaspan Corporation Registration Statement filed on Form F-1 Filed July 21, 2005 File No. 333-126762
Dear Mr. Wang,
We have reviewed the company`s filings and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General 1. Please move the Item 502 legend from page iii to the back coverpage or explain why it is included on page iii. 2. We note the article in The Wall Street Journal, dated August 1, 2005, regarding the potential acquisition of CP Ships Limited by China Shipping Group. Please revise your prospectus, as necessary, to disclose the impact an acquisition of CP Ships would have on your charter arrangements.
Prospectus Summary, page 1 Overview, page 1 3. Disclose here that the amount you expect to raise through your planned 2007 follow-on offering will be decreased if the overallotment option is exercised.
Use of Proceeds, page 56 4. Please revise the second sentence of the second paragraph to be consistent with your disclosure on pages 10 and 68 (i.e. a portion of the specified cash balance will fund $4.1 million of dividends on your subordinated shares). Revise also to refer to the correct bulletpoint on this page.
Principal Shareholders, page 126 5. Please explain why the "Common Shares to be Beneficially Owned" disclosure will be subject to the assumption that the underwriters` overallotment option will not be exercised.
Non-United States Tax Consequences, page 151 6. Please remove the first sentence of the third paragraph. The opinion may not disclaim responsibility or in any way imply that investors are not entitled to rely on the opinion. Make similar revisions to the "Canadian Federal Income Tax Consequences" section.
Canadian Federal Income Tax Consequences, page 151 7. Please revise to reach a firm conclusion on the tax consequences to U.S. Resident Holders. Additionally, while you may cross- reference your discussion in a separate section, all relevant conclusions and analyses should be included in this section.
Exhibits 8. Please file your charter agreements with China Shipping and Lykes.
Closing
As appropriate, please amend the registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Patrick Kuhn at (202) 551-3308 or Michael Fay, at (202) 551-3812, if you have questions regarding comments on the financial statements and related matters. Please contact Mathew C. Bazley, at (202) 551-3382, or me, at (202) 551-3750 with any other questions.
Sincerely,
Max A. Webb
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop - 3561
August 2, 2005
Via U.S. Mail
Mr. Gerry Wang
Chief Executive Officer
Seaspan Containerships Corp.
c/o Seaspan Container Lines Limited
200 Granville Street
Suite 2600
Vancouver, British Columbia
RE: Seaspan Corporation
Registration Statement filed on Form F-1
Filed July 21, 2005
File No. 333-126762
Dear Mr. Wang,
We have reviewed the company`s filings and have the
following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filings. We look forward to
working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
General
1. Please move the Item 502 legend from page iii to the back
coverpage or explain why it is included on page iii.
2. We note the article in The Wall Street Journal, dated August 1,
2005, regarding the potential acquisition of CP Ships Limited by
China Shipping Group. Please revise your prospectus, as
necessary,
to disclose the impact an acquisition of CP Ships would have on
your
charter arrangements.
Prospectus Summary, page 1
Overview, page 1
3. Disclose here that the amount you expect to raise through your
planned 2007 follow-on offering will be decreased if the
overallotment option is exercised.
Use of Proceeds, page 56
4. Please revise the second sentence of the second paragraph to be
consistent with your disclosure on pages 10 and 68 (i.e. a portion
of
the specified cash balance will fund $4.1 million of dividends on
your subordinated shares). Revise also to refer to the correct
bulletpoint on this page.
Principal Shareholders, page 126
5. Please explain why the "Common Shares to be Beneficially Owned"
disclosure will be subject to the assumption that the
underwriters`
overallotment option will not be exercised.
Non-United States Tax Consequences, page 151
6. Please remove the first sentence of the third paragraph. The
opinion may not disclaim responsibility or in any way imply that
investors are not entitled to rely on the opinion. Make similar
revisions to the "Canadian Federal Income Tax Consequences"
section.
Canadian Federal Income Tax Consequences, page 151
7. Please revise to reach a firm conclusion on the tax
consequences
to U.S. Resident Holders. Additionally, while you may cross-
reference your discussion in a separate section, all relevant
conclusions and analyses should be included in this section.
Exhibits
8. Please file your charter agreements with China Shipping and
Lykes.
Closing
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
You may contact Patrick Kuhn at (202) 551-3308 or Michael
Fay,
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters. Please contact Mathew
C.
Bazley, at (202) 551-3382, or me, at (202) 551-3750 with any other
questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Via facsimile: 212-237-0100
Mike Rosenwasser
Vinson & Elkins L.L.P.
666 Fifth Avenue
26th Floor
New York, NY 10103
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Seaspan Corporation
August 2, 2005
Page 1
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