Total consideration of $262 million
Arcade Acquisition Corp. announced that it has entered into a series of agreements pursuant to which it has agreed to acquire ten (10) feeder service containerships (with a total capacity of 21,135 teu) for an aggregate purchase price of $261.7 million (the “Acquisition”). Six of the 10 vessels will be purchased from Palmosa Shipping Corp. (“Palmosa”) in exchange for common stock and the repayment of debt and four will be acquired from companies whose ships are managed by Tsakos Shipping & Trading S.A. (“TST”) for a combination of cash and common stock.
In order to effect the Acquisition, Arcade and its newly-formed Marshall Islands subsidiary, Conbulk Corporation (“Conbulk” or the “Company”), will enter into an agreement and plan of merger (the “Merger Agreement”) pursuant to which Arcade will merge with and into Conbulk with Conbulk being the surviving entity (the “Redomiciliation Merger”). Conbulk will be the only US-listed public container company focusing on providing feeder service and operating smaller vessels which accommodate regional trade flows around the world. Conbulk intends to apply for listing on the NASDAQ Global Market either upon the closing or shortly thereafter.
Conbulk has approximately three years remaining on its time charters, and anticipates generating approximately $60.3 million in revenue and $38.2 million in EBITDA in its first full year of operations, which represents a purchase price multiple of 6.85x the first year’s EBITDA.
The Acquisition, which will take place pursuant to a series of closings, will be financed by the issuance of approximately 9.7 million shares of Conbulk common stock ($76.1 million) to be issued to designees of Palmosa and TST (based on a stock price of $7.88), approximately $68.0 million of cash held in Arcade’s trust account, and borrowings of $126.4 million from an expected $200.0 million credit facility. All of the consideration paid to Palmosa will be in stock. On a primary basis following the final closing, 47.9% of the Company will be owned by designees of Palmosa and TST, 9.3% by the Arcade sponsors and 42.8% by the public. The agreement also includes an earn-out incentive to Conbulk Management Ltd. (“Conbulk Management”), a Marshall Islands company jointly owned and controlled by Palmosa and Tsakos interests that will provide commercial and technical management services to the Company’s fleet after the Acquisition, of up to 3,500,000 additional shares should the Company achieve targeted EBITDA of $50-58 million and $70-78 million in the 2nd and 3rd years of operations, respectively.
Jonathan Furer, Arcade’s Chief Executive Officer, stated, “The partnership brings together highly experienced management teams from the Dalakouras family and TST that have a long and established track record in international shipping. Palmosa is led by Dimitris Dalakouras, a member of the Dalakouras family that has acquired over 110 vessels in its 40-year history in the shipping industry. The Tsakos family is a leader in the global shipping industry with expertise in international tanker, dry bulk and container shipping. We intend to capitalize on the successful track record of Arcade management in private equity and the SPAC market, including the IPO and subsequent business combination for Stone Arcade Acquisition Corp., now KapStone Paper and Packaging Corp.” KapStone is a leading North American producer of kraft paper, linerboard and saturating kraft paper and recently completed the $475 million acquisition of the Charleston Kraft Business from MeadWestvaco.
Michael Jolliffe will become Conbulk’s non-executive Chairman. Mr. Jolliffe is currently Non-Executive Deputy Chairman of Tsakos Energy Navigation and Non-Executive Chairman of StealthGas. Dimitris Dalakouras of Palmosa will be the Chief Executive Officer, Maria Tsakos will be President, George Bamiotis, co-owner of Palmosa will be the Chief Operating Officer, and Stefanos Kardamakis will be the Chief Financial Officer. In addition, Jonathan Furer and John Ch