Shearman & Sterling advised the transaction committee of Gener8 Maritime, Inc. on its pending stock-for-stock merger with Euronav NV. Under the terms of the agreement, Gener8 will become a wholly owned subsidiary of Euronav, which will issue about 60.9 million new shares at an exchange ratio of 0.7272 Euronav shares for each share of Gener8. The combined entity is expected to have a market capitalization of approximately $1.8 billion, based on Euronav’s closing price of $8.10 per share on December 20, 2017.
The merger, which will create the leading independent large crude tanker operation, is subject to the approval by a majority of Gener8’s shareholders and other customary closing conditions. The deal will result in Euronav shareholders owning approximately 72 percent of the issued share capital of the combined group and Gener8 shareholders owning approximately 28 percent. Once the deal is completed, the combined assets of the two crude tanker operators will total 75 crude tankers, including 44 very large crude carriers (VLCCs) and 28 Suezmax crude tankers.
Headquartered in New York, Gener8 is a leading provider of international seaborne crude oil transportation services. Euronav, headquartered in Antwerp, Belgium, is an independent tanker company engaged in the ocean transportation and storage of crude oil.
The Shearman & Sterling team included partners John Marzulli, George Karafotias (both New York-Mergers & Acquisitions), Doreen Lilienfeld (New York-Compensation, Governance & ERISA), Michael Steinberg (New York-Finance), Ethan Harris (Washington, DC-Tax), Joseph Frank, Jeffrey Hoschander and Matthew Craner (all New York-Litigation); counsel S. Lynn Diamond (New York-Antitrust); and associates Enrique Dancausa, Jack Melamed (both New York-Mergers & Acquisitions), Matthew Behrens (New York-Compensation, Governance & ERISA) and Adam Sternberg (New York-Tax).