Amended Statement of Ownership: Private Transaction (sc 13e3/a)
09 Outubro 2019 - 5:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
DryShips
Inc.
(Name of the Issuer)
DryShips Inc.
SPII Holdings Inc.
Sileo Acquisitions Inc.
George Economou
(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2109Q705
(CUSIP Number of Class of Securities)
c/o Dryships Management Services Inc.
80 Kifissias Avenue
GR 151 25, Marousi, Athens, Greece
Mr. Dimitrios Dreliozis
Tel: + 30 210-80 90-570
(Name, Address, and Telephone Numbers of
Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019
Attn: William Haft, David Schwartz
E-mail: whaft@orrick.com, dschwartz@orrick.com
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SEWARD & KISSEL LLP
One Battery Park Plaza
New York, NY 10004
Attn: Gary Wolfe, Edward Horton,
Nick Katsanos
E-mail: wolfe@sewkis.com, horton@sewkis.com,
katsanos@sewkis.com
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Fried, Frank, Harris, Shriver
& Jacobson LLP
One New York Plaza
New York, NY 10004
Attn: Philip Richter, Mark Lucas
E-mail: philip.richter@friedfrank.com, mark.lucas@friedfrank.com
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This statement is filed in connection with (check the appropriate
box):
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a.
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¨ The
filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
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b.
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¨ The
filing of a registration statement under the Securities Act of 1933.
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
¨
Check
the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$75,941,838.00
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$9,204.15
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*
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Calculated solely for the purpose of determining the
filing fee in accordance with Rule 0-11(b) under the Securities Exchange Act. The filing fee is calculated based on the sum of
the proposed cash payment of US$5.25 per share of common stock for 14,465,112 outstanding shares of common stock of the issuer
subject to the transaction (which equals the total outstanding shares of common stock less the shares of common stock to be cancelled
without consideration and the shares of common stock held by SPII Holdings Inc. and its affiliates) (the “Transaction Valuation”).
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**
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The amount of the filing fee, calculated in accordance
with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #2 for Fiscal Year 2019, was calculated
by multiplying the Transaction Valuation by 0.0001212.
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x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee
was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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The filing fee was previously paid on the
initial filing of this Schedule 13E-3 Transaction Statement on September 9, 2019.
TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 3 to Schedule 13E-3, together with the exhibits
hereto (this “Amendment No. 3”) amends and supplements the Rule 13e-3 transaction statement on Schedule
13E-3 originally filed on September 9, 2019, as amended by Amendment No. 1 filed on September 30, 2019 and as further amended by
Amendment No. 2 filed on October 3, 2019 (the “Original Transaction Statement”, and as amended by this Amendment
No. 3, the “Transaction Statement”). This Transaction Statement is being filed with the Securities and Exchange
Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), jointly by the following persons (each, a “Filing Person”, and collectively, the “Filing
Persons”): (a) DryShips Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”),
the issuer of common stock, par value $0.01 per share (the “Company common stock”), (b) SPII Holdings Inc.,
a corporation organized under the laws of the Republic of the Marshall Islands (“SPII”), (c) Sileo Acquisitions
Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly owned subsidiary of SPII (“Merger
Sub”), and (d) George Economou.
This Transaction Statement relates to the Agreement and Plan
of Merger (the “merger agreement”), by and among the Company, SPII and Merger Sub. Pursuant to the merger agreement,
Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and a wholly
owned subsidiary of SPII (the “merger”).
All information contained in this Transaction Statement concerning
each Filing Person has been supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of
such information as it relates to any other Filing Person.
This Amendment No. 3 is being filed pursuant to Rule 13e-3(d)(3)
to report the results of the special meeting of shareholders of the Company. Except as amended and supplemented in this Amendment
No. 3, the information set forth in the Original Transaction Statement remains unchanged.
Item 15 Additional
Information
Item 15(c) is hereby amended and supplemented by adding the
following at the end thereof:
On October 9, 2019 at 4:00 p.m. local time,
a special meeting of the shareholders of the Company was held at 80 Kifissias Avenue, GR 151 25, Marousi, Athens, Greece. At the
special meeting, the shareholders of the Company voted to authorize and approve the merger agreement and the transactions contemplated
by the merger agreement, including the merger. Holders of 77,832,018 shares of Company common stock voted in person or by proxy
at the special meeting, representing approximately 89.6% of the total shares of Company common stock outstanding and entitled to
vote at the meeting. Of those shares voted, a total of 76,883,695 shares, or approximately 98.8% of the shares voted, were cast
in favor of the proposal to authorize and approve the merger agreement, including 4,462,180 shares held by public shareholders,
or approximately 82.5% of the shares voted that are held by public shareholders.
Item 16 Exhibits
Item 16 of the Transaction Statement is hereby amended and supplemented
by adding the following exhibit:
(a)-(7)
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Press Release issued by the Company, dated October 9, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished October 9, 2019
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SIGNATURES
After due 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.
Date: October 9, 2019
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DRYSHIPS INC.
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By:
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/s/ Dimitrios Dreliozis
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Name: Dimitrios Dreliozis
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Title: Vice President of Finance
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SPII HOLDINGS INC.
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By: MARE SERVICES LIMITED
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By:
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/s/
Dr. Renato Cefai
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Name: Dr. Renato Cefai
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Title: Director of Mare Services Limited
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SILEO ACQUISITIONS INC.
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By: MARE SERVICES LIMITED
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By:
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/s/
Dr. Renato Cefai
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Name: Dr. Renato Cefai
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Title: Director of Mare Services Limited
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/s/ George Economou
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George Economou
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Exhibit Index
(a)-(1)*
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Proxy Statement of the Company, dated September 9, 2019
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(a)-(2)*
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Letter to the Shareholders of DryShips Inc., incorporated herein by reference to the proxy statement
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(a)-(3)*
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Notice of Special Meeting of Shareholders of DryShips
Inc., incorporated herein by reference to the proxy statement
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(a)-(4)*
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Form of Proxy Card
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(a)-(5)
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Press Release issued by the Company, dated September 9, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 9, 2019
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(a)-(6)
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Press Release issued by the Company, dated September 17, 2019, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, furnished September 17, 2019
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(a)-(7)
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Press Release issued by the Company, dated October 9, 2019, incorporated herein by reference to Exhibit
99.1 to the Company’s Current Report on Form 6-K, furnished October 9, 2019
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(c)-(1)*
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Opinion of Evercore Group L.L.C., dated August 18, 2019, incorporated herein by reference to Annex B to the proxy statement
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(c)-(2)*
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Presentation materials prepared by Evercore Group L.L.C., dated July 24, 2019, for the Special Committee
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(c)-(3)*
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Presentation materials prepared by Evercore Group L.L.C., dated July 30, 2019, for the Special Committee
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(c)-(4)*
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Presentation materials prepared by Evercore Group L.L.C., dated August 6, 2019, for the Special Committee
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(c)-(5)*
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Presentation materials prepared by Evercore Group L.L.C., dated August 8, 2019, for the Special Committee
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(c)-(6)*
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Presentation materials prepared by Evercore Group L.L.C., dated August 18, 2019, for the Special Committee
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(d)-(1)*
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Agreement and Plan of Merger, dated as of August 18, 2019, by and among the Company, SPII, and Merger Sub, incorporated herein by reference to Annex A to the proxy statement
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*
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Previously filed on September 9, 2019.
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