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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 20-F/A

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from                       to                       
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

Commission file number 001-33060

 

DANAOS CORPORATION

 

(Exact name of Registrant as specified in its charter)

 

Not Applicable

 

(Translation of Registrant’s name into English)

 

Republic of The Marshall Islands

 

(Jurisdiction of incorporation or organization)

 

c/o Danaos Shipping Co. Ltd, Athens Branch
14 Akti Kondyli
185 45 Piraeus
Greece

 

(Address of principal executive offices)

 

Evangelos Chatzis

Chief Financial Officer

c/o Danaos Shipping Co. Ltd, Athens Branch

14 Akti Kondyli

185 45 Piraeus

Greece

Telephone: +30 210 419 6480

Facsimile: +30 210 419 6489

 

(Name, Address, Telephone Number and Facsimile Number of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.01 par value per share   DAC   New York Stock Exchange

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None.

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None.

 

As of December 31, 2024, there were 18,987,616 shares of the registrant’s common stock outstanding.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

 

x Yes ¨ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

¨ Yes x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

x Yes ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Emerging growth company ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report:

 

x Yes ¨ No

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP x International Financial Reporting Standards as issued
by the International Accounting Standards Board ¨		 Other ¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

¨ Item 17 ¨ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

¨ Yes x No

 

Auditor Name   Auditor Location   Auditor Firm ID
Deloitte Certified Public Accountants S.A.   Athens, Greece   1163

 

 

 

 

 

 

EXPLANATORY NOTE

 

Danaos Corporation (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (this “Amendment”) to its Annual Report on Form 20-F for the fiscal year ended year ended December 31, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2025 (the “Original Filing”). This Amendment is being filed solely to correct the incorporation by reference description and hyperlink for Exhibit 4.8 in Item 19. Exhibits.

 

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are filed herewith as exhibits to this Amendment, under Item 19 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.

 

Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 15 of Form 20-F, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

 

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

 

 

 

 

Item 19. Exhibits

 

Number   Description
     
1.1   Restated Articles of Incorporation of Danaos Corporation, as amended by Articles of Amendment dated August 10, 2018 and Articles of Amendment dated May 1, 2019 (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the SEC on February 27, 2020)
     
1.2   Amended and Restated Bylaws of Danaos Corporation (incorporated by reference to the Company’s Form 6-K filed with the SEC on September 23, 2009)
     
2.1   Description of Securities (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC on March 3, 2022)
     
2.2   Indenture, dated as of February 11, 2021, between Danaos Corporation and Citibank, N.A., London Branch, as trustee, paying agent, registrar and transfer agent, including form of Danaos Corporation 8.500% Senior Notes due 2028 (incorporated by reference to the Company’s Report on Form 6-K filed with the SEC on February 17, 2021)
     
4.1   Amended and Restated Management Agreement, dated February 3, 2025, between Danaos Corporation and Danaos Shipping Company Limited (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
4.2   Brokerage Services Agreement, dated February 3, 2025, between Danaos Corporation and Danaos Chartering Services Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
4.3   Amended and Restated Restrictive Covenant Agreement, dated February 3, 2025, among Danaos Corporation, Dr. John Coustas and Danaos Investment Limited as the Trustee of the 883 Trust (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
4.4   Amended and Restated Danaos Corporation 2006 Equity Compensation Plan (incorporated by reference to Exhibit 99.2 to the Company’s Form 6-K filed on August 6, 2019).
     
4.5   Directors’ Share Payment Plan (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2008 filed with the SEC on July 13, 2009)
     
4.6   2006 Equity Compensation Plan (incorporated by reference to the Company’s Registration Statement on Form F-1 (Reg. No. 333-137459) filed with the SEC September 19, 2006) and Amendment No. 1 to 2006 Equity Compensation Plan (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2016 filed with the SEC on March 6, 2017)
     
4.7   Facility Agreement for $382.5 million Senior Secured Revolving Credit Facility, dated December 1, 2022, between Danaos Corporation, as a borrower, certain of its subsidiaries as guarantors, and Citibank N.A. as lender (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 20 - F for the year ended December 31, 2022 filed with the SEC on March 9, 2023)

 

 

 

 

4.8   Facility Agreement for $450 million Senior Secured Credit Facility, dated March 19, 2024, between Danaos Corporation, as a borrower, certain of its subsidiaries as guarantors, and Citibank N.A. London Branch, as Coordinator, Citibank N.A. London Branch, BNP Paribas and KFW IPEX-Bank GMBH, as Mandated Lead Arrangers and Bookrunners ALPHA BANK S.A., as Mandated Lead Arranger, with Citibank Europe plc, UK Branch, As Agent, Citibank, N.A., London Branch, as security agent, and the financial institutional listed on Schedule I thereto, as lenders (incorporated by reference to Exhibit 99.2 to the Company’s Report on Form 6-K filed with the SEC on May 28, 2024)
     
4.9   Facility Agreement for $850 million Senior Secured Credit Facility, dated February 7, 2025, between Danaos Corporation, as a borrower, certain of its subsidiaries as guarantors, and the financial institutions named therein (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
8   Subsidiaries (incorporated by reference to Exhibit 8 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
11.1   Code of Business Conduct and Ethics (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2018 and filed with the SEC on March 5, 2019)
     
11.2   Code of Conduct and Ethics for Corporate Officers and Directors (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2018 and filed with the SEC on March 5, 2019)
     
11.3   Policy Statement on Inside Information and Insider Trading (incorporated by reference to Exhibit 11.3 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
12.1   Certification of Chief Executive Officer pursuant to Rule 13a- 14(a) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
12.2   Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 12.2 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
12.3   Certification of Chief Executive Officer pursuant to Rule 13a- 14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)
     
12.4   Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)
     
13.1   Certification of Chief Financial Officer pursuant to Rule 13a- 14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 13.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
13.2   Certification of Chief Financial Officer pursuant to Rule 13a- 14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 13.2 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)

 

 

 

 

15.1   Consent of Deloitte Certified Public Accountants S.A., Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 15.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 5, 2025)
     
97   Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on February 29, 2024)
     
101   Attached as Exhibit 101 to this report are the following Interactive Data Files, formatted in eXtensible Business Reporting Language (XBRL):
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

  DANAOS CORPORATION
     
  /s/ Evangelos Chatzis
  Name: Evangelos Chatzis
  Title: Chief Financial Officer

 

Date: March 6, 2025

 

 

 

 

 

Exhibit 12.3

 

CERTIFICATIONS

 

I, Dr. John Coustas, certify that:

 

1. I have reviewed this annual report on Form 20-F/A of Danaos Corporation; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: March 6, 2025  
   
/s/ Dr. John Coustas  
Dr. John Coustas  
President and Chief Executive Officer  

 

 

 

 

 

Exhibit 12.4

 

CERTIFICATIONS

 

I, Evangelos Chatzis, certify that:

 

1. I have reviewed this annual report on Form 20-F/A of Danaos Corporation; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: March 6, 2025  
   
/s/ Evangelos Chatzis  
Evangelos Chatzis  
Chief Financial Officer  

 

 

 

 

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Entity Registrant Name DANAOS CORPORATION
Entity Central Index Key 0001369241
Entity Incorporation, State or Country Code 1T
Entity Address, Address Line One c/o Danaos Shipping Co. Ltd, Athens Branch
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Entity Address, Postal Zip Code 185 45
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol DAC
Security Exchange Name NYSE
Entity Well-known Seasoned Issuer Yes
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
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Document Accounting Standard U.S. GAAP
Entity Shell Company false
Entity Common Stock, Shares Outstanding 18,987,616
ICFR Auditor Attestation Flag true
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Auditor Name Deloitte Certified Public Accountants S.A.
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Auditor Firm ID 1163
Business Contact [Member]  
Document Information [Line Items]  
Entity Address, Address Line One c/o Danaos Shipping Co. Ltd, Athens Branch
Entity Address, Address Line Two 14 Akti Kondyli
Entity Address, City or Town Piraeus
Entity Address, Country GR
Entity Address, Postal Zip Code 185 45
City Area Code +30 210
Local Phone Number 419 6480
Contact Personnel Name Evangelos Chatzis
Contact Personnel Fax Number +30 210 419 6489
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