Thursday, September 17, 2009

Grand Union-Aries merger: where is the value?

This reverse merger is one of the strangest shipping deals ever done. Aries (RAMS) is an ailing NASDAQ-listed company with nine product tankers, two container ships and big financial problems. The original IPO had a rough start with a lot of question marks and thereafter there were operating setbacks. Things improved somewhat when Jeff Parry, formerly of Poten, took the helm at CEO. The deal is a barter where Aries (RAMS) acquires three middle-age Capesize bulk carriers in return for a complicated share exchange agreement as well as management and debt restructuring. Whilst the deal may be attractive to major shareholders, it not so clear whether investors are getting much of deal.

Grand Union is Greek shipowning venture launched by Newfront Shipping boss Nick Fistes and Stamford Navigation’s Michael Zolotas. It also by coincidence the name of a well-known US supermarket chain. This is a privately owned, family-controlled shipping company with a fleet of 46 bulkers, tankers and newbuildings. The companies have been around for a number of years, but this is a fairly new venture that has had a very aggressive expansion plan. As a private firm, it difficult to assess its financial condition and how it has been impacted by the financial crisis and bear shipping market environment. Aries (RAMS) is a penny stock and it has had a balance sheet qualification about its future as a going concern.

The vessels that Aries is acquiring are the 135,364-dwt Yiosonas (built 1992), the 151,738-dwt Grand Nike (built 1995) and the 172,972-dwt Grand Mirsinidi (built 1993) in return for transfer a complicated share exchange and debt restructuring. 2,67 million Aries shares are being transferred to Rocket Marine (controlled by Mons Bolin and Gabriel Petrides), giving Rocket 36.8% of the total shares and Grand Union (controlled by Michael Zolotas and Nick Fistes) control of 34.2%. But the voting agreement gives Grand Union control of 71% of Aries. As part of the overall transaction, Investment Bank of Greece is buying $145m in 7% senior unsecured convertible notes, due in 2014, which Aries plans to use for vessel acquisitions and paying down debt, among other potential uses.

The Securities Purchase Agreement is subject to a number of conditions, including but not limited to (1) the entry into definitive agreements for the issuance of the Convertible Notes and the closing of that transaction; (2) the entry into definitive agreements with the Company's existing syndicate of lenders for the refinancing of the Company's existing credit facility; and (3) the absence of any event reasonably likely to have a material adverse effect on the Company or the three Capesize drybulk carriers.

The deal will see Fistes become chairman of Aries, while Zolotas will become executive director and president, as the board swells to seven members. It is difficult to evaluate the financial impact of this complex transaction on Aries. The management and BoD changes are significant.

Financially no party appears to be putting cash in the deal. The 'equity' appears to be in the vessel transfer. Further there appears to be some additional debt and refinancing from a bond issue with the Investment Bank of Greece, not a run of the mill shipping finance entity. It is not clear whether this increases Aries leverage. Some cash in the deal would have provided more transparency and plain vanilla comfort for investors.

The weakest point is the lack of commercial synergy. The biggest value in Aries is its nine product carriers (their container business is a dead letter, but the product sector is also in deep recession), but Grand Union brings no expertise or contract base to service these units. A merger with a group like Scorpio (of Monte Carlo) would have offered a better synergy, adding more value here. Aries (RAMS) is clearly betting all their strained resources on the Capesize unit additions in the dry bulk sector. This follows the Top Ships example of opportunistic fleet diversification to get out of their hole at the time, but at much lower asset price entry levels and ready financial structuring that purports to improve the balance sheet.

It would be helpful if Aries (RAMS) prepared an investor presentation to make sense of this complicated transaction. Perhaps something will be soon available so we can make further comments.

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