TOP Ships Inc. Announces Ex-Distribution Date for Planned Spin-Off of Rubico, a New Nasdaq-Listed Suezmax Tanker Company
- Creation of a new pure-play Suezmax tanker company with modern, eco-friendly vessels
- Distribution of 100% of Rubico shares to existing TOP Ships shareholders, providing additional value
- Additional capital raise of $1.5 million through private placement
- Modern fleet with fuel-efficient and scrubber-fitted vessels, reducing operating costs
- Reduction in TOP Ships' fleet size and revenue-generating assets after the spin-off
- Uncertainty regarding final transaction terms and timing
- Relatively small capital raise of only $1.5 million may limit initial growth potential
Insights
TOP Ships' Rubico spin-off represents significant asset redistribution, creating separate publicly-traded entity while generating $1.5M through private placement.
TOP Ships has announced a significant corporate restructuring through the spin-off of its subsidiary Rubico, which will become an independent Nasdaq-listed company. The transaction involves the distribution of two modern Suezmax tankers (M/T Eco Malibu and M/T Eco West Coast) to Rubico, each featuring high specifications including scrubber-fitted technology and fuel-efficient design with 157,000 dwt capacity.
The mechanics of this spin-off are particularly noteworthy. TOP Ships will distribute 100% of Rubico's common shares to its existing securityholders at an approximate ratio of one Rubico share for every two TOP Ships shares held as of the June 16, 2025 record date. This will result in approximately 3,057,337 Rubico shares being distributed. Importantly, shareholders won't need to take any action or pay any consideration to receive these shares.
Concurrent with the spin-off, Rubico plans to raise
This transaction represents a significant restructuring of TOP Ships' asset portfolio, effectively creating a pure-play Suezmax tanker company. The spin-off allows shareholders to maintain exposure to both companies while potentially unlocking value through more focused business models. However, investors should note the transaction remains subject to regulatory approvals including SEC effectiveness and Nasdaq listing approval, introducing some execution uncertainty.
ATHENS, Greece, June 05, 2025 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company” or “TOP Ships”) (NYSE American:TOPS), an international owner and operator of modern, fuel-efficient “ECO” tanker vessels, announced today that the NYSE American (the “NYSE”) has established an ex-distribution date for the previously-announced proposed spin-off of two of its Suezmax tanker vessels.
Rubico Inc. (“Rubico”), currently a subsidiary of TOP Ships, would become an independent publicly-traded company listed on the Nasdaq Capital Market as a result of the planned spin-off. The initial assets of Rubico will be the M/T Eco Malibu and M/T Eco West Coast, each a modern, high specification, scrubber-fitted and fuel-efficient 157,000 dwt Suezmax tanker. As part of the spin-off transaction, TOP Ships intends to distribute
The NYSE has established an ex-distribution date for the distribution of Rubico common shares of June 16, 2025. Beginning on that date, TOP Ships common shares will trade without an entitlement by the purchaser of such shares to Rubico common shares distributed in connection with the spin-off.
TOP Ships securityholders do not need to take any action to receive Rubico shares to which they are entitled, and do not need to pay any consideration or surrender or exchange TOP Ships common shares or warrants.
TOP Ships expects that approximately 3,057,337 Rubico common shares will be distributed in the Spin-Off at an assumed distribution ratio of one Rubico common share for every two TOP Ships common shares held by TOP Ships common shareholders (and warrantholders on an as-exercised basis) at the close of business on June 16, 2025. However, such distribution ratio will depend on the number of TOP Ships common shares outstanding, as well as the number of common shares into which outstanding TOP Ships common stock purchase warrants are exercisable, on June 16, 2025, the record date for the spin-off distribution.
Concurrently and conditioned on the spin-off transaction, Rubico expects to raise
Rubico has filed a registration statement on Form 20-F with the Securities and Exchange Commission in connection with the proposed spin-off. The transaction remains subject to such registration statement being declared effective and the approval of the listing of Rubico’s common shares on the Nasdaq Capital Market. There can be no assurance that the transaction will occur or, if it does occur, of its terms or timing. TOP Ships may, at any time, decide to abandon the spin-off. A copy of the registration statement on Form 20-F filed by Rubico is available at www.sec.gov. The information in the filed registration statement on Form 20-F is not final and remains subject to change.
About TOP Ships Inc.
TOP Ships Inc. is an international owner and operator of ocean-going vessels focusing on modern, fuel-efficient eco tanker vessels transporting crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. For more information about TOP Ships Inc., visit its website: www.topships.org.
Cautionary Note Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including statements regarding the proposed spin-off and the prospects and strategies of TOP Ships and Rubico following the spin-off, the valuation of the shares of Rubico and TOP Ships following the spin-off, and the listing of Rubico’s common shares on the Nasdaq Capital Market.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, our management's examination of historical operating trends, data contained in our records, and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this communication.
For further information please contact:
Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org
FAQ
When is the ex-distribution date for TOP Ships (TOPS) Rubico spin-off?
What is the distribution ratio for the TOP Ships (TOPS) Rubico spin-off?
What assets will Rubico own after the TOP Ships spin-off?
How many Rubico shares will be distributed in the TOP Ships spin-off?
How much capital is Rubico raising in the private placement?
