Sec Form 13D Filing - Lolli-Ghetti Annalisa filing for ENETI INC SHS (NETI) - 2021-08-23

Eneti Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y2294C107

(CUSIP Number)

Mr. Emanuele Lauro

9, Boulevard Charles III

Monaco 98000

377-9798-5716

 

with a copy to:

Larry Rutkowski, Esq.

Edward S. Horton, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

August 12, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [_].

 

CUSIP No.

Y2294C107

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

Scorpio Holdings Limited

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

[_]

 

 

(b)

[X]

3.

SEC USE ONLY

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

WC

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

The Republic of the Marshall Islands

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

&#x A0;

 

7.

SOLE VOTING POWER

 

 

 

 

 

0

 

8.

SHARED VOTING POWER

 

 

 

 

 

3,325,819

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

10.

SHARED DISPOSITIVE POWER

 

[_]

 

 

 

 

3,325,819

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

3,325,819

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES

 

 

 

 

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

18.2%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

CUSIP No.

Y2294C107

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

Annalisa Lolli-Ghetti

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

[_]

 

 

(b)

[X]

3.

SEC USE ONLY

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

Italy

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

0

 

8.

SHARED VOTING POWER

 

 

 

 

 

3,325,819

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

10.

SHARED DISPOSITIVE POWER

 

[_]

 

 

 

 

3,325,819

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

3,325,819

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES

 

 

 

 

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

18.2%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

IN

 

CUSIP No.

Y2294C107

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

Scorpio Services Holding Limited

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

[_]

 

 

(b)

[X]

3.

SEC USE ONLY

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

WC

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

The Republic of the Marshall Islands

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

0

 

8.

SHARED VOTING POWER

 

 

 

 

 

2,758,834

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

10.

 

[_]

 

 

 

 

2,758,834

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

2,758,834

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

 

 

CERTAIN SHARES

 

 

 

 

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

15.1%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

CUSIP No.

Y2294C107

 

 

Explanatory Note:

 

 

 

This Amendment No. 15 to the Schedule 13D that was originally filed on February 16, 2016 (and as thereafter amended on March 10, 2016, March 23, 2016, June 23, 2016, December 14, 2018, February 22, 2019, May 12, 2020, June 12, 2020, June 17, 2020, September 4, 2020, September 29, 2020, November 2, 2020, November 27, 2020, December 23, 2020 and April 1, 2021,  the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Shares”) of Eneti Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Issuer”). This Amendment No. 15 to the Schedule 13D is being filed to reflect a change in the beneficial ownership of the Reporting Persons due to an increase in the number of the Issuer's Common Shares outstanding, pursuant to the share purchase agreement filed as an exhibit to the Issuer’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 12, 2021 (the “Share Purchase Agreement”), and transactions in the Common Shares by the Reporting Persons since the prior filing.

 

 

 

 

Item 1.

Security and Issuer.

 

 

There are no material changes to the Schedule 13D.

 

 

Item 2.

 

Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

This Schedule 13D is being filed on behalf of the following:

 

Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Holdings”);

 

Scorpio Services Holding Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSH”), and a wholly-owned subsidiary of Scorpio Holdings; and

 

Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings, (“Ms. Lolli-Ghetti”, and together with Scorpio Holdings and SSH, the “Reporting Persons”).

 

Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of approximately 18.2% of the Issuer’s outstanding Common Shares and SSH may be deemed the beneficial owner of approximately 15.1% of the Issuer’s outstanding Common Shares.

 

SSH has entered into a shareholder agreement by and between SSH, the Issuer and Marubeni Corporation, INCJ, Ltd. and Mitsui O.S.K. Lines, Ltd. (the “Shareholder Agreement”) (the parties to the Shareholder Agreement other than SSH and the Issuer are referred to as the “Shareholders”), pursuant to which, among other things, SSH has agreed to vote the Common Shares beneficially owned by it in accordance with the recommendation of the board of directors of the Issuer or any committee thereof with respect to the election of any director of the Issuer.  SSH expressly disclaims beneficial ownership of any shares of the Issuer beneficially owned by the Shareholders or the being part of any group within the meaning of Rule 13d-5 as a result of the Shareholder Agreement.

 

The principal business of Scorpio Holdings is acting as a holding company for SSH and certain other companies.

 

The principal business of SSH is the provision of administrative services relating to the ownership and operation of vessels, including to the Issuer and unaffiliated third-parties.

 

The principal business address and principal office address of each of the Reporting Persons is 9, Boulevard Charles III, MC 98000, Monaco.

 

The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and controlling persons of the Reporting Persons, other than Ms. Lolli-Ghetti for whom such information is provided elsewhere herein, (together, the “Principals”) is set forth below.

 

Name

Principal Occupation and Employment (1)

Citizenship

Emanuele Lauro

Director and Chief Executive Officer of Scorpio Holdings, SSH, the Issuer, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.

 

Italy

Robert Bugbee

Director and President of Scorpio Holdings, SSH, the Issuer, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.

 

Britain

Cameron Mackey

Director and Chief Operating Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., and other entities within the Scorpio group of companies, Chief Operating Officer of the Issuer, and Director of Hermitage Offshore Services Ltd.

 

USA

Filippo Lauro

Director and Vice President of Scorpio Holdings, SSH, and other entities within the Scorpio group of companies, and Vice President of the Issuer and Scorpio Tankers Inc.

 

Italy

Brian Lee

 

Chief Financial Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.

 

USA

 

(1)  The business address of the Principals, Scorpio Tankers Inc., and other entities within the Scorpio group of companies is 9 Boulevard Charles III, MC 98000, Monaco. The business address of Hermitage Offshore Services Ltd. is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.

 

The Reporting Persons, and, to the best of their knowledge, the Principals, have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

The Reporting Persons, and, to the best of their knowledge, the Principals, have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

Item 3 of the Schedule 13D is hereby amended to include the following:

 

On April 14, 2021, Scorpio Holdings purchased an aggregate of 26,129 Common Shares in open market transactions using funds from working capital.

 

Item 4.

Purpose of Transaction.

 

There are no material changes to the Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a,b)

According to the Issuer’s Report on Form 6-K filed with the Commission on August 17, 2021, the Issuer has 18,233,604 Common Shares outstanding, following the issuance by the Issuer, on August 12, 2021, of 7,000,000 Common Shares to three sellers in connection with the Issuer’s purchase of Atlantis Investorco Limited pursuant to the Share Purchase Agreement described in the Explanatory Note herein. Based on the foregoing, as of the date of this filing:

 

Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of 3,325,819 Common Shares, representing approximately 18.2% of the Issuer’s outstanding Common Shares. Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.

 

SSH may be deemed the beneficial owner of 2,758,834 Common Shares, representing approximately 15.1% of the Issuer’s outstanding Common Shares. SSH, Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.

 

As of the date of this filing, the Principals may be deemed to be the beneficial owners of an aggregate of 554,205 Common Shares, with the sole power to vote and dispose of the Common Shares that each Principal respectively owns.

 

 

(c)

To the best of the Reporting Persons’ knowledge, there have been no transactions in the Common Shares effected by the Reporting Persons during the past 60 days.

 

 

 

 

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons or the Principals.

 

 

 

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

There are no material changes to the Schedule 13D.

 

Item 7.

Material to be Filed as Exhibits.

 

 

There are no material changes to the Schedule 13D.

 

 

 

 

 

SCORPIO HOLDINGS LIMITED*

 

 

 

By:

/s/ Filippo Lauro

 

 

Name:

 Filippo Lauro

 

 

Title:

 Director and Vice President

 

SCORPIO SERVICES HOLDING LIMITED*

 

 

 

By:

/s/ Filippo Lauro

 

 

Name:

 Filippo Lauro

 

 

Title:

 Director and Vice President

 

ANNALISA LOLLI-GHETTI*

 

 

 

By:

/s/ Annalisa Lolli-Ghetti

 

 

Name:

 Annalisa Lolli-Ghetti