18 January 2010

PRGN: Prospectus Supplement

The insightful Footnoted.org has observed that some companies submit interesting regulatory filings with the SEC late on Fridays, especially before a holiday weekend.

We had this thought in mind as we perused the Form F-3, Registration statement by foreign private issuers, that the SEC accepted from Paragon Shipping, Inc., (NASDAQ: PRGN) on Friday, 15 January 2010, at 4:33 PM.  The F-3 provides a preliminary supplement to the company's shelf-registration prospectus.

Headquartered in Voula, Greece, Paragon Shipping owns ships that carry dry bulk cargoes.  The company, which is officially registered in the Marshall Islands, went public in August 2007 when it sold almost 11 million Class A common shares in an initial public offering.  The IPO, for $16 per share, less expenses of $1.04 per share, brought $164.5 million to the company.

The latest prospectus allows Paragon to offer securities worth as much as $500 million and for "Selling Shareholders" to sell up to 9,214,206 shares.  The Selling Shareholders identified in the prospectus are Innovation Holdings, S.A. and Loretto Finance Inc., both of which are beneficially owned, directly or indirectly, by Paragon's Chairman and Chief Executive Officer, Michael Bodouroglou.

Mr. Bodouroglou reported owning 9,214,206 shares, 18 percent of the total, on 1 December 2009.

Paragon has indicated that additional funds would give the company "the necessary financial flexibility to purchase assets or companies in the drybulk sector or other sectors of the shipping industry where management feels that acquisitions will add long term growth and shareholder value."

Prior to this recent filing, the prospectus was last updated 5 June 2009 when Paragon announced the second of two successive 10 million share offerings through Cantor Fitzgerald.  The prospectus then allowed the company to offer securities valued at up to $250 million and for Selling Shareholders to dispose of 5,283,288 shares.

The average number of shares outstanding during the quarter ending 31 March 2009 was 27.1 million.  This quantity increased to 32.8 million in the June 2009 quarter and 44.7 million in the September 2009 quarter.

If and when Paragon or the Selling Shareholders initiates an offering, the company will issue another prospectus supplement that defines the "the specific amounts, prices and terms of the offered securities."  Mr. Bodouroglou has not expressed an intent to sell shares at this time, but existing shareholders might want to monitor the situation.

Note: This article was amended on 20 January to reflect new information from the company.

Long PRGN at time of writing

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