GENER8 MARITIME,INC. (NYSE:GNRT) Files An 8-K Results of Operations and Financial Condition

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GENER8 MARITIME,INC. (NYSE:GNRT) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.

Attached and incorporated herein by reference as Exhibit99.1 is a copy of a press release of Gener8 Maritime,Inc. (the “Company”), dated March14, 2018, reporting the Company’s financial results for the fourth quarter and fiscal year ended December31, 2017 (the “Press Release”).

The information set forth under “Item 2.02 Results of Operations and Financial Condition,” including Exhibit99.1 attached hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

On March13, 2018, the Company notified the New York Stock Exchange (the “NYSE”) that, due to the resignation of independent director Dan Ilany from the Company’s board of directors effective March12, 2018, the Company had only three independent directors serving on its then six-member board of directors. Accordingly, effective March12, 2018, the Company’s board of directors did not satisfy Section303A.01 of the NYSE Listed Company Manual, which requires that the board of directors of a listed company be comprised of a majority of independent directors. In addition, because Mr.Ilany was a member of the audit committee, the Company was also not in compliance with Section303A.07 of the NYSE Listed Company Manual, which requires that an audit committee must have a minimum of three members. On March 14, 2018, the NYSE provided the Company with written notice that it was deficient in meeting these requirements of the NYSE Listed Company Manual. The NYSE notified the Company that if it is not able to cure these deficiencies by March 21, 2018, it will be deemed “noncompliant.”

The board believes that Adam Pierce, a member of the board, qualifies as an independent director and intends to deem him independent as soon as practicable. Following this, four members of the board, constituting a majority, will be independent. The board also intends to intends to appoint a third independent director with accounting or related financial management expertise to the audit committee as soon as practicable.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of March12, 2018, Dan Ilany has resigned as a director of the Company. The resignation of Mr.Ilany was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 8.01. Other Events.

The Press Release contains information on the first pagethereof and under the heading “Merger Agreement” regarding the Company’s previously announced definitive merger agreement with Euronav NV (“Euronav”) and Euronav MI Inc. (“Merger Sub”) entered into on December20, 2017 (the “Merger”), under which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company that will continue its corporate existence as a wholly-owned subsidiary of Euronav. For purposes of Rule425 promulgated under the Securities Act of 1933, as amended, and Rule14a-12 promulgated under the Securities Exchange Act of 1934, as amended, the Company is filing the information set forth under this Item 8.01 and the information contained in the Press Release relating solely to the Merger.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.

Description

99.1

Press Release dated March14, 2018.


Gener8 Maritime, Inc. Exhibit
EX-99.1 2 a18-8060_1ex99d1.htm EX-99.1 Exhibit 99.1     Gener8 Maritime,…
To view the full exhibit click here

About GENER8 MARITIME,INC. (NYSE:GNRT)

Gener8 Maritime, Inc., formerly General Maritime Corporation, is a provider of international seaborne crude oil transportation services. The Company operates through the segment, which includes the transportation of international seaborne crude oil and petroleum products with its fleet of vessels. The Company owns a fleet of over 45 tankers, including 31 vessels on the water consisting of 14 Very Large Crude Carriers (VLCCs), approximately 11 Suezmax vessels, over four Aframax vessels and approximately two Panamax vessels with an aggregate carrying capacity of approximately 6.6 million deadweight tons. The Company’s vessels are primarily available for charter on a spot voyage or time charter basis and for employment in commercial pools. Its fleet of vessels include Gener8 Zeus, Gener8 Neptune, Gener8 Ares, Gener8 Hera, Gener8 Harriet G, Gener8 Horn, Gener8 Daphne, Gener8 Elektra, Gener8 Companion, Gener8 Compatriot, Gener8 Spyridon, Gener8 Kara G, Gener8 Maniate and others.