Top Ships Inc (TOPS) News & EventsTOPSNews & EventsTop Ships Inc

Top Ships Enters Agreement to Acquire Three Ship Companies

Top Ships announced that it has entered into a share purchase agreement with a related party to purchase the shares of three companies, each of which is party to one shipbuilding contract with a shipbuilder for the construction of three high-specification, ECO, scrubber-fitted MR Product Tankers to be delivered in 2029. The SPVs have secured time charter employment for the vessels with an oil major, commencing upon their respective deliveries, for a firm duration of five years, with the charterer holding an option to extend for one additional year. The total potential gross revenue backlog from these contracts, including the optional periods, is approximately $140.6M. The aggregate purchase price for 100% of the shares of the SPVs, net of the $23.5M refund from the previously announced cancelled Dubai real estate deal, is approximately $7.4M and is payable in full at closing. The consideration includes the reimbursement of the first shipyard installment already paid by the seller. The transaction is expected to close by September 30, subject to customary closing conditions. The acquisition was approved by a special committee composed of independent and disinterested members of the company's board of directors, which obtained a fairness opinion with respect to the Consideration from an independent financial advisor.

TOP Ships Enters Agreement to Sell Shares to Rubico

TOP Ships (TOPS) entered into an agreement with Rubico (RUBI), a related party, to sell 100% of the issued and outstanding shares of a Marshall Islands company that is party to a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction of a 47,499 dwt chemical/product oil carrier scheduled for delivery in the second quarter of 2029. The aggregate selling price for 100% of the shares of the SPV is approximately $6.5M, payable in full at closing. The transaction is expected to close by September 30, 2026, subject to customary closing conditions.

Rubico Enters Share Purchase Agreement with Top Ships for Approximately $6.5M

Rubico announced (RUBI) that it has entered into a share purchase agreement with Top Ships (TOPS), a related party controlled by Rubico's controlling shareholder, to purchase the shares of a company that is party to a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading for the construction of a 47,499 dwt chemical/product oil carrier.The Newbuilding MR Tanker is scheduled for delivery in the second quarter of 2029. The SPV has secured time charter employment for the vessel with a major oil trader, starting from its delivery and for a firm duration of seven years, with charterer's option to extend for four additional years. The total potential gross revenue backlog from this contract, including optional years, is about $75.4M. The SPV has also entered into a sale and leaseback financing agreement with a major Chinese leasing company for an amount of 85% of the installment payments under the shipbuilding contract. The purchase price under the shipbuilding contract, payable in installments up to the delivery of the vessel, is $45.2M out of which $6.8M has already been settled. The financing bears an interest rate of Term SOFR plus a margin of 1.80%. Under the financing, following the delivery of the vessel, the Company will pay quarterly installments of $0.5M over a period of 10 years with a balloon payment of $18.2M payable together with the last installment. Top Ships and the Company will provide corporate guarantees in favor of the leasing company. The aggregate purchase price for 100% of the shares of the SPV is approximately $6.5M, payable in full at closing. The advance cash payment of $0.3M of the LOI will be credited against the Consideration. The transaction is expected to close by September 30, subject to customary closing conditions.