---

On October 26, 2016, Genco Shipping & Trading Limited (“Genco” or the “Company”) entered into a stock purchase agreement (the “Additional Purchase Agreement”) with certain investors (the “Additional Purchase Investors”) for the purchase of an aggregate of 7,958,763 shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) for an aggregate purchase price of $38.6 million in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).  The Additional Purchase Agreement was contemplated by the stock purchase agreements (the “Initial Purchase Agreements” and, together with the Additional Purchase Agreement, the “Purchase Agreements”) for Series A Preferred Stock entered into with funds or related entities managed by Centerbridge Partners, L.P. or its affiliates (“Centerbridge”), funds or related entities managed by Strategic Value Partners, LLC or its affiliates (“SVP”), and funds managed by affiliates of Apollo Global Management, LLC (“Apollo” and, collectively with Centerbridge and SVP, the “Initial Investors”), representing the Company’s three largest shareholders, as disclosed in the Company’s Current Report on Form 8-K filed on October 6, 2016 (the “October 6 8-K”).  The Additional Purchase Investors include certain of the Initial Investors and John C. Wobensmith, the Company’s President.  The Series A Preferred Stock to be sold pursuant to the Additional Purchase Agreement will be automatically and mandatorily convertible into the Company’s common stock, par value $0.01 per share, upon approval by the Company’s shareholders of such conversion.  The purchase price of the Series A Preferred Stock under the Additional Purchase Agreement is $4.85 per share.  The purchase price and the other terms and conditions of the transaction were established in arm’s length negotiations between an independent special committee of the board of directors (the “Board”) of the Company (the “Special Committee”) and the Additional Purchase Investors.  The Special Committee unanimously approved the transaction.  The description of the Series A Preferred Stock is incorporated by reference from the October 6 8-K.

 

---

---

·	Minimum liquidity required reduced from $51.8 million based on a fleet of 69 vessels to $21.5 million(2) through December 31, 2018

·	Combination of capital raise, sales / scrapping of 10 vessels(3) and the refinancing would create approximately $318 million of liquidity.

 

Note: The New Facility and amendments to the Company’s existing facilities are subject to definitive documentation and closing conditions. Accordingly, there can be no assurance that we will enter into the New Facility or such amendments or will be able to fulfill the closing conditions, and the final terms may vary materially from the description above.

---

The Company is seeking to amend its collateral maintenance covenants under its 2014 Term Loan Facilities such that the covenants are not tested through December 30, 2017 and that the minimum collateral value to loan ratio that it is required to maintain will be 100% from December 31, 2017, 105% from June 30, 2018, 115% from December 31, 2018, and 135% from December 31, 2019.  These terms overlap but do not completely align with the collateral maintenance covenants in the New Facility.  Any amendment of the 2014 Term Loan Facilities is subject to ongoing negotiation and confirmation.

Using financial data as of June 30, 2016 and the Company’s closing stock price as of October 14, 2016, the ratio of the Company’s stock price to net asset value, or P/NAV, was estimated to be 14% prior to the proposed refinancing and 46% following the proposed refinancing.⁽⁴⁾

The Company further provided potential investors with information on its estimated daily expenses for the fourth quarter of 2016 as set forth in Exhibit 99.1 hereto.  Such estimated amounts were prepared in October 2016 and were based on certain assumptions as described below, many of which are beyond the control of the Company and may not prove to be accurate. Such estimated amounts do not necessarily reflect current assumptions Company management may have about prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the estimates were prepared.  Readers of this Form 8-K are therefore cautioned not to rely on the estimated amounts set forth in Exhibit 99.1.

The Company estimated that as of September 30, 2016, its total cash was $59.8 million, its total debt was $548.3 million, and its shareholders equity was $928.1 million.

The change in the Company’s share ownership resulting from the transactions contemplated by the Additional Purchase Agreement and the Initial Purchase Agreements may cause the Company to be no longer being eligible for an exemption under Section 883 of the U.S. Internal Revenue Code of 1986 from paying income tax on shipping income that is derived from U.S. sources.  See the Company’s discussion of the Section 883 exemption in its Annual Report on Form 10-K for the year ended December 31, 2015.

(1)	Excludes the 2014 Term Loan and $98 Million Credit Facilities, except as otherwise expressly indicated. The 2014 Term Loan Facilities’ terms are subject to ongoing negotiation and confirmation.

(2)	Based on pro forma fleet of 60 vessels. Assumes the 2014 Term Loan Facilities conform financial covenants, which are subject to ongoing negotiation and confirmation.

(3)	Assuming sale / scrap of ten vessels, including the Genco Marine, which was sold in May 2016, as well as the Genco Pioneer and Genco Sugar, which were sold in the fourth quarter of 2016.

(4)

Vessel values used for the calculation of P/NAV are estimates derived from values published in Clarksons Research. These values are for standard ships of the types described in average condition, built at “first class competitive” Far East / European shipyards but with no account taken for survey status or condition which could affect values. To the extent a vessel does not meet these standards, the value of a vessel may be lower. As these vessel values are only published for vessels with ages in five year increments, the value of a vessel with an age between those used in Clarksons Research has been interpolated using the two closest data points. Using the average of valuations of the Company’s vessels on an individual charter free basis from two brokers, which is the method for valuing its vessels under its credit facilities, the aggregate vessel value under the most recent valuations the Company has (which are not the valuations in effect for purposes of computing covenant levels in its credit facilities) is approximately 11% lower than the aggregate estimated value in the P/NAV calculation. Neither the valuations the Company obtains for its vessels nor the estimated values used in such calculations are necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such. The vessel values used are for illustrative purposes in this presentation and for no other purpose.

---

Genco net asset value calculated as the interpolated fleet value (based on Clarksons Research Shipping Intelligence Weekly Report dated 10/14/16) less current and non-current portion of long-term debt excluding unamortized debt issuance costs of $8.4 million plus cash and cash equivalents and restricted cash less long-term lease obligations plus current assets (includes due from charterers, prepaid expenses and other current assets) less current liabilities (accounts payable, accrued expenses) plus charter adjustment for time chartered-out vessels plus shares in Jinhui Shipping and Transportation (12.7 million shares owned as of 6/30/16 at $0.61 per share as of 10/14/16) plus shares in Korea Line Corporation (3.6 thousand shares owned as of 6/30/16 at $18.30 per share as of 10/14/16). Shares outstanding used in the calculation are as of 8/9/16. Balance sheet figures used in the calculation are as of 6/30/16.

Genco pro-forma number of shares derived as follows: 17.8 million shares issued at $4.85 per share for the three largest shareholders plus 1.3 million shares issued pursuant to the commitment fee for the three largest shareholders plus 7.2 million of additional shares for third-party investors issued at $5.36 per share (10/14/16 close price) equating to total pro-forma shares of 33.7 million shares. The market cap utilized in the Price/NAV calculation assumes the 10/14/16 closing price of $5.36 per share.

Genco net asset value calculated as the interpolated fleet value (based on Clarksons Research Shipping Intelligence Weekly Report dated 10/14/16) adjusted for the sale/scrapping of 9 planned sale/scrap vessel candidates less current and non-current portion of long-term debt excluding unamortized debt issuance costs of $8.4 million plus cash and cash equivalents and restricted cash plus net proceeds of approximately $120 million pro forma for the proposed offering plus estimated sale/scrap proceeds of $21.2 million for the 9 planned sale/scrap vessel candidates less long-term lease obligations plus current assets (includes due from charterers, prepaid expenses and other current assets) less current liabilities (accounts payable, accrued expenses) plus charter adjustment for time chartered-out vessels plus shares in Jinhui Shipping and Transportation (12.7 million shares owned as of 6/30/16 at $0.61 per share as of 10/14/16) plus shares in Korea Line Corporation (3.6 thousand shares owned as of 6/30/16 at $18.30 per share as of 10/14/16). Balance sheet figures used in the calculation are as of 6/30/16.

The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act except as otherwise stated in such filing.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

---

days; (xiii) the completion of definitive documentation with respect to charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the ability to realize the expected benefits of the our merger with Baltic Trading to the degree, in the amounts or in the timeframe anticipated; (xvi) the extent to which our operating results continue to be affected by weakness in market conditions and charter rates; (xvii) our ability to continue as a going concern, (xviii) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xix) our ability to implement measures to resolve our liquidity and covenant compliance issues; (xx) our ability to fulfill requirements to borrow under the New Facility, including without limitation our ability to complete the equity financing and vessel sales called for under the New Facility; and other factors listed from time to time in our public filings with the Securities and Exchange Commission including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and its subsequent reports on Form 10-Q and Form 8-K. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves.  As a result, the amount of dividends actually paid may vary.  We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01           Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.

Description

99.1	Presentation Materials.

---

---

EXHIBIT INDEX

Exhibit No.

Description