Attached files
| file | filename |
|---|---|
| EX-10.1 - III TO I MARITIME PARTNERS CAYMAN I LP | v188848_ex10-1.htm |
| EX-10.2 - III TO I MARITIME PARTNERS CAYMAN I LP | v188848_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 23, 2010 (June 17,
2010)
III
to I Maritime Partners Cayman I, L.P.
(Exact
name of Registrant as specified in its charter)
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Cayman
Islands
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000-53656
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98-0516465
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5580
Peterson Lane
Suite
155
Dallas,
Texas
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75240
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(Address
of principal executive offices)
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(Zip
Code)
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(972)
392-5400
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.03 Creation of a Direct Financial Obligation
On June
17, 2010, Suresh Capital Maritime Partners Germany, GmbH (our “German
Subsidiary”) entered into a loan agreement (“AH Loan Agreement”) with Captain
Alfred Hartmann (“Capt. Hartmann”), who is the chairman of the board for
Hartmann AG, which is a member of the Hartmann Group. Reederei
Hartmann GmbH & Co., KG and certain other members of the Hartmann Group are
the noncontrolling interest holders of our single purpose entities, each of
which holds an anchor handling tug supply (“AHTS”) vessel (each an “AHTS
SPV”). Pursuant to the AH Loan Agreement, Capt. Hartmann loaned a
total of $8,147,896 (EUR 6,620,000) to our German Subsidiary. The
loan proceeds were paid to the three AHTS SPVs which had not yet had their
vessels delivered to them, and results in the recognition of capital
contributions from our German Subsidiary to our AHTS SPVs Isle of Sylt, Isle of
Neuwerk, and Isle of Usedom, totaling $2,338,520 (EUR 1,900,000), $2,584,680
(EUR 2,100,000), and $3,224,696 (EUR 2,620,000), respectively.
The
capital contribution to the Isle of Usedom AHTS SPV allowed us to draw on the
Senior Loan Facility, and as a result, the vessel UOS Liberty was delivered on
June 23, 2010. In addition on June 17, 2010 in connection with the
delivery of the UOS Liberty, we entered into an Addendum to the Shipbuilding
Contract with Fincantieri – Cantieri Navali Italiana S.p.A., the shipyard which
built that vessel.
The AH
Loan Agreement matures 5 years from the date of signing. The
agreement calls for interest to be calculated at 6% per annum, due annually at
the anniversary of the date of signing. There is no penalty for
pre-payment of all or any portion of the loan prior to the end of the loan
period. The terms of the agreement include the reserving of dividends
from the AHTS SPVs to our German Subsidiary for repayment of the loan, and the
granting of a security interest in the pro-rata interest in the corresponding
AHTS SPVs.
We are
subject to various warranties, representations, and covenants under the AH Loan
Agreement, such as limitations on our entering into asset dispositions or
restructuring arrangements unreasonably detrimental to Hartmann’s security
interest in the AHTS SPVs, and the reserving of distributions received from an
involved AHTS SPV for repayment of the AH Loan Agreement.
Our
functional currency is the U.S. dollar (“USD”). However, the functional
currency of our German Subsidiary and the AHTS SPVs is the Euro (“EUR”).
All amounts are stated in USD, and where the amount relates to a subsidiary
whose functional currency is the Euro, the amount has been restated in EUR
following the USD amount. Amounts shown in narrative statements related to
payments made in the past have been translated using the exchange rate on the
date the transaction occurred.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description |
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10.1
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Loan
Agreement, dated as of June 17, 2010, by and between Suresh Capital
Maritime Partners Germany GmbH, as Borrower and Captain Alfred Hartmann,
as Lender.
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10.2
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Addendum
to the Shipbuilding Contract – Usedom, dated June 17, 2010, between
Fincantieri Cantieri Navali Italiani S.p.A. and ATL Offshore GmbH &
Co. “Isle of Usedom” KG
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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III
to I Maritime Partners Cayman I, L.P.
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(Registrant)
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By:
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III
to I International Maritime Solutions Cayman, Inc.
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Its
General Partner
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By:
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/s/
Jason M. Morton
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Jason
M. Morton
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Director
and Chief Financial Officer
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(Duly
authorized to sign this report on behalf of the
Registrant)
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Date: June
23, 2010
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EXHIBIT
INDEX
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Exhibit
Number
|
Description |
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10.1
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Loan
Agreement, dated as of June 17, 2010, by and between Suresh Capital
Maritime Partners Germany GmbH, as Borrower and Captain Alfred Hartmann,
as Lender.
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10.2
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Addendum
to the Shipbuilding Contract – Usedom, dated June 17, 2010, between
Fincantieri Cantieri Navali Italiani S.p.A. and ATL Offshore GmbH &
Co. “Isle of Usedom” KG
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