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Controlling Shareholders Complete Atlas Corp. Buyout with ONE

Mike Schuler
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March 28, 2023

Atlas Corp. (NYSE: ATCO) has announced the completion of its merger with Poseidon Acquisition Corp., a consortium of Atlas’ controlling shareholders formed by affiliates of Fairfax Financial Holdings Limited, the Washington Family, and David Sokol, Chairman of Atlas, plus Ocean Network Express (ONE).

The merger agreement, dated October 31, 2022, saw Poseidon acquire all outstanding Atlas common shares not held by Fairfax, Washington, or Sokol. Each common share was converted into the right to receive $15.50 per share in cash.

At the time of initial buyout offer last August, Fairfax, the Washington Family, and David Sokol owned or controlled approximately 68% of the fully-diluted outstanding common shares of Atlas.

Atlas Corporation’s portfolio includes Seaspan Corporation, a containership leasing company, and APR Energy, which provides mobile power plants to underserved markets and industries. Seaspan’s fleet consists of 132 vessels with a total capacity of 1,147,980 TEU, and an additional 67 vessels under construction, increasing total fleet capacity to 1,959,380 TEU, on a fully delivered basis. 

Atlas Corp. also confirmed the payment of a first quarter dividend of $0.125 per share to common shareholders on March 31, 2023. With the completion of the merger, Atlas requested the suspension of trading of its common shares on the New York Stock Exchange (NYSE), leading to their delisting. However, Atlas preferred shares will continue trading on the NYSE.

The merger and delisting are classified as “Make-Whole Fundamental Changes” under the indenture governing the exchangeable senior notes due 2025, involving Atlas Corp., Seaspan Corporation, and The Bank of New York Mellon.

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