PROSPECTUS SUPPLEMENT Filed Pursuant to 424(b)(2)
(To Prospectus dated May 2, 2006) Registration No. 333-133482
DryShips Inc.
Up to 5,000,000 Common Shares
We have entered into a sales agreement with Cantor Fitzgerald & Co.
relating to the common shares offered by this prospectus supplement and the
accompanying prospectus dated May 2, 2006. In accordance with the terms of the
sales agreement, and except as noted below, we may offer and sell up to
5,000,000 of our common shares, $0.01 par value per share, from time to time
through Cantor Fitzgerald & Co., as our agent for the offer and sale of the
common shares.
Our common shares are listed on The Nasdaq National Market under the symbol
"DRYS." The last reported sale price of our common shares on The Nasdaq National
Market on May 8, 2006 was $10.04 per share.
Sales of our common shares, if any, under this prospectus supplement and
the accompanying prospectus may be made in sales deemed to be "at-the-market"
equity offerings as defined in Rule 415 promulgated under the Securities Act of
1933, as amended, including sales made directly on or through The Nasdaq
National Market, the exisitng trading market for our common stock, sales made to
or through a market maker other than on an exchange or otherwise, in negotiated
transactions at market prices prevailing at the time of sale or at prices
related to such prevailing market prices and/or any other method permitted by
law.
Cantor Fitzgerald & Co. will be entitled to compensation equal to 2.50% of
the gross proceeds of the sale of any of the 5,000,000 common shares referenced
herein that are sold in "at-the-market" offerings, and 4.0% of the gross
proceeds of the sale of any of those shares in negotiated transactions. In
connection with the sale of the common shares on our behalf, Cantor Fitzgerald &
Co. may be deemed to be an "underwriter" within the meaning of the Securities
Act of 1933, as amended, and the compensation of Cantor Fitzgerald & Co. may be
deemed to be underwriting commissions or discounts.
Investing in our common shares involves risks. See the risk factors in
beginning on page 5 of the accompanying prospectus to read about the risks you
should consider before purchasing our common shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Cantor Fitzgerald & Co.
The date of this prospectus supplement is May 10, 2006
PROSPECTUS SUMMARY
Unless the context otherwise requires, as used in this prospectus
supplement, the terms "Company," "we," "us," and "our" refer to DryShips Inc.
and all of its subsidiaries.
We use the term deadweight, or dwt, in describing the size of vessels. Dwt,
expressed in metric tons each of which is equivalent to 1,000 kilograms, refers
to the maximum weight of cargo and supplies that a vessel can carry.
Our Company
On April 19, 2006, we took delivery of m.v. Hille Oldendorff, a 2005 built,
55,566 dwt Handymax drybulk carrier.
On April 20, 2006, we entered into a Memorandum of Agreement for the
purchase of the m.v. Atacama 2001 built, 75,941 dwt Panamax drybulk carrier. The
vessel will be renamed Maganari.
Following the delivery of the Atacama, our fleet of 29 vessels consists of
four Capesize drybulk carriers, 22 Panamax drybulk carriers and three Handymax
drybulk carriers.
CAPITALIZATION
The following table sets forth our consolidated capitalization at December
31, 2005:
o on an actual basis;
o on an adjusted basis to give effect to (i) the aggregate payment of
$12.1 million of dividends in January 2006 and April 2006 (declared in
January 2006 and April 2006, respectively), (ii) the payment of $30.4
million in accordance with the loan repayment schedule of the loans
outstanding at December 31, 2005 and (iii) the drawdown of $ 553.3
million (gross of unamortized deferred financing costs of $2.4
million) under our new senior secured credit facility of up to $628.7
million which was used to repay $498.0 million (gross of unamortized
deferred financing costs of $3.0 million) of indebtedness under our
previous credit facilities, to fund a portion ($26.7 million) of the
purchase price of the Hille Oldendorff which was delivered on April
19, 2006 and for working capital purposes;
o on a further adjusted basis giving effect to our issuance and sale of
5,000,000 shares of common stock in this offering at an assumed
offering price of $10.04 per share, the last reported closing price of
our common shares on May 8, 2006, net of issuance costs of $2.3
million.
As of December 31, 2005
As Further
Actual As Adjusted (1) Adjusted (2)
---------------- ------------------ ------------------
(in thousands of U.S. dollars)
Debt:
Current portion of long term debt $ 107,738 $ 35,820 $ 35,820
Total long term debt, net of current portion 417,615 515,069 515,069
---------------- ------------------ ------------------
Total debt 525,353 550,889 550,889
---------------- ------------------ ------------------
Stockholders' equity:
Preferred stock, $0.01 par value; 30,000,000
shares authorized, none issued - - -
Common stock, $0.01 par value; 45,000,000
shares authorized; 30,350,000 shares issued
and outstanding at December 31, 2005 304 304 354
Additional paid-in capital 264,600 264,600 312,492
Retained earnings 91,597 79,457 79,457
---------------- ------------------ ------------------
Total stockholders' equity 356,501 344,361 392,303
---------------- ------------------ ------------------
Total capitalization $ 881,854 $ 895,250 $ 943,192
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(1) There have been no significant changes to our capitalization since December
31, 2005, as so adjusted.
(2) Assumes a sale price of $10.04 per share, which was the last reported
closing price of our common shares on May 8, 2006. Actual sale prices may
differ.
EXPENSES
The following are the estimated expenses of the issuance and distribution
of the securities registered under the Registration Statement of which this
prospectus supplement forms a part, all of which will be paid by us.
SEC registration fee $ 16,050
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NASD Fee $ 15,500
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Legal fees and expenses $150,000
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Accounting fees and expenses $ 59,500
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Miscellaneous $ 8,950
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Total $250,000
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