TOP Ships Announces Planned Spin-Off Of 2 Fuel-Efficient Suezmax Tankers Into Newly Public Nasdaq Company Rubico Inc., With Share Distribution To TOP Ships Securityholders Expected By June 30, 2025

Benzinga·06/04/2025 12:38:47

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TOP Ships Inc. (the "Company" or "TOP Ships") (NYSE:TOPS), an international owner and operator of modern, fuel-efficient "ECO" tanker vessels, announced today that it intends to effect a 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 100% of the common shares of Rubico to its securityholders of record as of June 16, 2025. The distribution of common shares of Rubico is expected to be made on or around June 30, 2025. Following the spin-off, there are expected to be no overlapping board members or executive officers between Rubico and TOP Ships.

In the spin-off distribution, TOP Ships intends to distribute 100% of the common shares of Rubico pro rata to the common shareholders of TOP Ships and to all holders of outstanding common stock purchase warrants of TOP Ships on an as-exercised basis.

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