AMENDMENT NO. 1 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT
Exhibit 1.1
AMENDMENT NO. 1 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT
May 26, 2021
DNB MARKETS, INC.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Safe Bulkers, Inc. (the “Company”) and DNB Markets, Inc. (the “Agent”) are parties to that certain At-the-Market Equity Offering Sales Agreement dated August 7, 2020 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby agree to the following amendments to the Original Agreement and to the following:
1. The aggregate offering price of the Placement Shares included in the first paragraph of the Original Agreement is hereby increased from $23,500,000 to $100,000,000 (the “Upsize”).
2. The representations and warranties in Section 1 of the Original Agreement are true and correct in all material respects as of the date hereof; provided that Schedule E-1 shall be updated as set forth in Annex A hereto.
3. In addition to the requirements under Section 5 of the Original Agreement, the Company agrees to pay the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $100,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) of Section 5) in connection with this Amendment No. 1 to At-the-Market Offering Sales Agreement.
4. There has not been a Material Adverse Effect since the date as of which information is given in the General Disclosure Package and the Prospectus as amended or supplemented.
5. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.
6. No shares of common stock shall be issued or sold until the conditions in Section 6(a); 6(c)(ii) and 6(d) of the Original Agreement are satisfied or waived with respect to the Upsize.
7. Entire Agreement; Amendment; Severability. This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment No. 1.
8. Applicable Law; Consent to Jurisdiction. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Cadwalader, Xxxxxxxxxx & Xxxx LLP, New York, New York, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11 of the Original Agreement, shall be
deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Amendment No. 1 to At-the-Market Offering Sales Agreement.
The obligation of the Company pursuant to this Amendment No. 1 to At-the-Market Offering Sales Agreement in respect of any sum due to the Agent shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Agent of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Agent may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Agent hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Agent against such loss. If the United States dollars so purchased are greater than the sum originally due to the Agent hereunder, the Agent agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Agent hereunder.
9. Waiver of Jury Trial. The Company and the Agent hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to jury trial by jury in any legal proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or any transactions contemplated hereby.
10. Counterparts. This amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.
[Remainder of Page Intentionally Blank]
If the foregoing correctly sets forth the understanding among the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding amendment to the Original Agreement between the Company and the Agent.
| Very truly yours, | |||
| SAFE BULKERS, INC. | |||
| By: | /s/ Loukas Barmparis | ||
| Name: | Loukas Barmparis | ||
| Title: | President | ||
| DNB MARKETS, INC. | |||
| By: | /s/ XX Xxxxxx Xx. | ||
| Name: | Xxxxxxxx X. Xxxxxx, Xx. | ||
| Title: | President | ||
Annex A
SCHEDULE E-1
| Subsidiary | Vessel Name | Type | Built | |||
| Maxeikosiepta Shipping Corporation (“Maxeikosiepta”)(1)(4) | Paraskevi | Panamax | January 2003 | |||
| Marindou Shipping Corporation (“Marindou”)(1)(8) | Xxxxx | Panamax | April 2003 | |||
| Maxeikosiexi Shipping Corporation (“Maxeikosiexi”)(1) | Xxxxxxxx | Xxxxxxx | Xxxxx 0000 | |||
| Xxxxxx Shipping Corporation (“Avstes”)(1)(5) | Xxxxxx | Panamax | February 2004 | |||
| Kerasies Shipping Corporation (“Kerasies”)(1) | Katerina | Panamax | May 2004 | |||
| Marathassa Shipping Corporation (“Marathassa”)(1) | Xxxxxxx | Panamax | January 2005 | |||
| Kyotofriendo One Shipping Corporation (“Kyotofriendo One”)(2)(6) | Paraskevi 2 | Panamax | April 2011 | |||
| Maxeikositessera Shipping Corporation (“Maxeikositessera”)(2) | Efrossini | Panamax | February 2012 | |||
| Glovertwo Shipping Corporation (“Glovertwo”)(2) | Zoe(7) | Panamax | July 2013 | |||
| Shikokutessera Shipping Inc. (“Shikokutessera”)(2) | Kypros Land(7) | Panamax | January 2014 | |||
| Shikokupente Shipping Inc. (“Shikokupente”)(2) | Kypros Sea | Panamax | March 2014 | |||
| Gloverfour Shipping Corporation (“Gloverfour”)(2) | Kypros Bravery | Panamax | January 2015 | |||
| Shikokuokto Shipping Corporation (“Shikokuokto”)(2) | Kypros Sky(7) | Panamax | March 2015 | |||
| Subsidiary | Vessel Name | Type | Built | |||
| Gloverfive Shipping Corporation (“Gloverfive”)(2) | Kypros Loyalty | Panamax | June 2015 | |||
| Gloversix Shipping Corporation (“Gloversix”)(2) | Kypros Spirit(7) | Panamax | July 2016 | |||
| Pemer Shipping Ltd. (“Pemer”)(1) | Pedhoulas Merchant | Kamsarmax | March 2006 | |||
| Petra Shipping Ltd. (“Petra”)(1) | Pedhoulas Trader | Kamsarmax | May 2006 | |||
| Pelea Shipping Ltd. (“Pelea”)(1) | Pedhoulas Leader | Kamsarmax | March 2007 | |||
| Vassone Shipping Corporation (“Vassone”)(2) | Pedhoulas Commander | Kamsarmax | May 2008 | |||
| Maxeikosi Shipping Corporation (“Maxeikosi”)(1) | Pedhoulas Builder | Kamsarmax | May 2012 | |||
| Maxeikositria Shipping Corporation (“Maxeikositria”)(1) | Pedhoulas Fighter | Kamsarmax | August 2012 | |||
| Maxeikosiena Shipping Corporation (“Maxeikosiena”)(1) | Pedhoulas Xxxxxx(7) | Kamsarmax | September 2012 | |||
| Youngone Shipping Corporation (“Youngone”)(2) | Pedhoulas Cherry | Kamsarmax | July 2015 | |||
| Youngtwo Shipping Corporation (“Youngtwo”)(2) | Pedhoulas Rose(7) | Kamsarmax | January 2017 | |||
| Pinewood Shipping Corporation (“Pinewood”)(2) | Pedhoulas Cedrus | Kamsarmax | June 2018 | |||
| Marinouki Shipping Corporation (“Marinouki”)(1) | Marina | Post-Panamax | January 2006 | |||
| Soffive Shipping Corporation (“Soffive”)(1) | Sophia | Post-Panamax | June 2007 | |||
| Vasstwo Shipping Corporation (“Vasstwo”)(1) | Xenia | Post-Panamax | August 2006 | |||
| Eniaprohi Shipping Corporation (“Eniaprohi”)(1) | Eleni | Post-Panamax | November 2008 | |||
| Eniadefhi Shipping Corporation (“Eniadefhi”)(1) | Martine | Post-Panamax | February 2009 | |||
| Maxdodeka Shipping Corporation (“Maxdodeka”)(1) | Andreas K | Post-Panamax | September 2009 | |||
| Pentakomo Shipping Corporation (“Pentakomo”)(2) | Agios Spyridonas(7) | Post-Panamax | January 2010 | |||
| Maxdekatria Shipping Corporation (“Maxdekatria”)(1) | Panayiota K(7) | Post-Panamax | April 2010 | |||
| Maxdeka Shipping Corporation (“Maxdeka”)(2) | Venus Heritage(7) | Post-Panamax | December 2010 | |||
| Shikoku Friendship Shipping Company (“Shikoku”)(2) | Venus History | Post-Panamax | September 2011 |
[Signature page to Amendment No. 1 to At-the-Market Equity Offering Sales Agreement]
| Maxenteka Shipping Corporation (“Maxenteka”)(2) | Venus Horizon | Post-Panamax | February 2012 | |||
| Shikokuepta Shipping Inc. (“Shikokuepta”)(2) | Troodos Sun | Post-Panamax | January 2016 | |||
| Shikokuexi Shipping Inc. (“Shikokuexi”)(2) | Troodos Air | Xxxx-Xxxxxxx | Xxxxx 0000 | |||
| Xxxxxxxxxx Shipping Corporation (“Monagrouli”)(2) | Troodos Oak | Post-Panamax | April 2020 | |||
| Maxpente Shipping Corporation (“Maxpente”)(1) | Kanaris | Capesize | March 2010 | |||
| Eptaprohi Shipping Corporation (“Eptaprohi”)(1) | Pelopidas | Capesize | November 2011 | |||
| Maxtessera Shipping Corporation (“Maxtessera”)(2) | Lake Despina | Capesize | January 2014 | |||
| Shikokuennia Shipping Corporation (“Shikokuennia”)(2) | Mount Troodos | Capesize | November 2009 | |||
| Agros Shipping Corporation ("Agros") (2)(3) | TBN - H 1381 | Kamsarmax | April 2022 | |||
| Lofou Shipping Corporation ("Lofou") (2)(3) | TBN -H 11013 | Post-Panamax | April 2022 | |||
| Gloverthree Shipping Corporation (“Gloverthree”)(2) | — | — | — | |||
| Staloudi Shipping Corporation (“Staloudi”)(1) | — | — | — | |||
| Gloverseven Shipping Corporation (“Gloverseven”)(2) | — | — | — | |||
|
Kyotofriendo Two Shipping Corporation (“Kyotofriendo Two”)(2) |
— | — | — | |||
|
Maxeikosipente Shipping Corporation(1) |
— | — | — | |||
|
Shimafive Shipping Corporation(2) |
— | — | — | |||
|
Shimasix Shipping Corporation(2) |
— | — | — |
(1) Incorporated under the laws of the Republic of Liberia.
(2) Incorporated under the laws of the Republic of the Xxxxxxxx Islands.
(3) Estimated completion date for newbuild vessels as of December 31, 2020.
(4) Vessel sold in April 2021.
(5) Vessel sold in May 2021.
(6) Vessel acquired as second-hand in March 2021.
(7) Vessel owned by a third-party and chartered-in (Bareboat basis).
(8) Vessel agreed to be sold in May with scheduled delivery to her new owners in the third quarter of 2021.
