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ATHENS - TOP Ships Inc. (NYSE American:TOPS), an international operator of ECO tanker vessels with a market capitalization of $36.4 million and annual revenue of $86.1 million, has announced the ex-distribution date for a proposed spin-off of two of its Suezmax tanker vessels into a new company, Rubico Inc. According to InvestingPro data, the company currently trades at a notably low Price/Book multiple of 0.25x, suggesting potential value opportunity for investors. The spin-off will see Rubico, currently a TOP Ships subsidiary, becoming an independent entity listed on the Nasdaq Capital Market.
The transaction involves the distribution of 100% of Rubico’s common shares to TOP Ships securityholders on a pro rata basis, with the record date set for June 16, 2025. Following the spin-off, Rubico will own the M/T Eco Malibu and M/T Eco West Coast, both modern and fuel-efficient tankers equipped with scrubbers. InvestingPro analysis indicates that TOP Ships operates with a significant debt burden, with a debt-to-capital ratio of 0.91 and total debt of $265.6 million - factors that may influence the strategic rationale behind this spin-off decision.
TOP Ships expects to distribute approximately 3,057,337 shares of Rubico in the spin-off, with the distribution ratio dependent on the number of TOP Ships shares and warrants outstanding on the record date. On June 16, 2025, TOP Ships shares will trade without entitlement to the distributed Rubico shares.
In conjunction with the spin-off, Rubico aims to raise $1.5 million through a private placement of its shares at $20.00 each. The successful completion of the spin-off and listing on the Nasdaq Capital Market remains contingent upon the effectiveness of Rubico’s registration statement on Form 20-F with the Securities and Exchange Commission and other customary approvals.
While the transaction is currently in progress, there is no certainty regarding its final terms or timing, and TOP Ships reserves the right to abandon the spin-off if deemed necessary.
This announcement is based on a press release statement, and the information regarding Rubico’s registration statement on Form 20-F is not final and could be subject to change. Investors are directed to the SEC website for the most current details.
TOP Ships Inc. specializes in the transportation of crude oil, petroleum products, and bulk liquid chemicals with a focus on fuel-efficient vessels. The proposed spin-off is part of the company’s strategic realignment but remains subject to various conditions and approvals. Despite recent challenges, including rapid cash burn as identified by InvestingPro analysis, the company maintains a "GOOD" Financial Health Score of 2.52, with particularly strong performance in growth metrics. Subscribers to InvestingPro can access 10 additional key insights about TOP Ships, along with detailed financial analysis and Fair Value estimates.
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