UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

Commission File Number 1-32591

SEASPAN CORPORATION

(Exact name of Registrant as specified in its Charter)

Unit 2, 16^th Floor

W668 Building

Nos. 668 Castle Peak Road

Cheung Sha Wan, Kowloon

Hong Kong

China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1). Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7). Yes ☐ No ☒

Item 1 — Information Contained in this Form 6-K Report

Attached as Exhibit I is Seaspan Corporation’s report on Form 6-K, or this Report, for the quarter ended September 30, 2019. This Report is hereby incorporated by reference into: the Registration Statement of Seaspan Corporation filed with the Securities and Exchange Commission, (the “SEC”), on May 30, 2008 on Form F-3D (Registration No. 333-151329), the Registration Statement of Seaspan Corporation filed with the SEC on March 31, 2011 on Form S-8 (Registration No. 333-173207), the Registration Statement of Seaspan Corporation filed with the SEC on June 20, 2013 on Form S-8 (Registration No. 333-189493), the Registration Statement of Seaspan Corporation filed with the SEC on April 24, 2012 on Form F-3 (Registration No. 333-180895), as amended on March 22, 2013, the Registration Statement of Seaspan Corporation filed with the SEC on April 29, 2014 on Form F-3 (Registration No. 333-195571), as amended on March 3, 2017 and April 19, 2017, the Registration Statement of Seaspan Corporation filed with the SEC on November 28, 2014 on Form F-3 (Registration No. 333-200639), as amended on March 3, 2017 and April 19, 2017, the Registration Statement of Seaspan Corporation filed with the SEC on November 28, 2014 on Form S-8 (Registration No. 333-200640), the Registration Statement of Seaspan Corporation filed with the SEC on March 12, 2015 on Form F-3D (Registration No. 333-202698), the Registration Statement of Seaspan Corporation filed with the SEC on May 23, 2016 on Form F-3 (Registration No. 333-211545), as amended on March 3, 2017, March 7, 2017 and April 19, 2017, the Registration Statement of Seaspan Corporation filed with the SEC on June 24, 2016 on Form S-8 (Registration No. 333-212230), the Registration Statement of Seaspan Corporation filed with the SEC on August 25, 2017 on Form F-3 (Registration No. 333-220176), the Registration Statement of Seaspan Corporation filed with the SEC on December 21, 2017 on Form S-8 (Registration No. 333-222216), the Registration Statement of Seaspan Corporation filed with the SEC on April 13, 2018 on Form F-3D (Registration No. 333-224291), the Registration Statement of Seaspan Corporation filed with the SEC on April 13, 2018 (Registration No. 333-224288), as amended on May 3, 2018 and May 7, 2018, the Registration Statement of Seaspan Corporation filed with the SEC on September 28, 2018 on Form F-3 (Registration No. 333-227597), the Registration Statement of Seaspan Corporation filed with the SEC on January 18, 2019 on Form F-3 (Registration No. 333-229312), and the Registration Statement of Seaspan Corporation filed with the SEC on March 27, 2019 on Form F-3 (Registration No. 333-230524).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEASPAN CORPORATION

Date: November 18, 2019	By:	/s/ Ryan Courson
		Ryan Courson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT I

SEASPAN CORPORATION
REPORT ON FORM 6-K FOR THE QUARTER ENDED SEPTEMBER 30, 2019

INDEX

PART I — FINANCIAL INFORMATION	1

Item 1 — Interim Consolidated Financial Statements (Unaudited)	1

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	41

Item 3 — Quantitative and Qualitative Disclosures About Market Risk	61

PART II — OTHER INFORMATION	62

Item 1 — Legal Proceedings	62

Item 1A — Risk Factors	62

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	62

Item 3 — Defaults Upon Senior Securities	62

Item 4 — Mine Safety Disclosures	62

Item 5 — Other Information	62
Item 6 — Exhibits	62

Unless we otherwise specify, when used in this Report, the terms “Seaspan”, the “Company”, “we”, “our” and “us” refer to Seaspan Corporation and its subsidiaries. References to our “Manager” are to Seaspan Management Services Limited and its wholly-owned subsidiaries which provide us with all of our technical, administrative and strategic services.

References to customers are as follows:

Customer		Reference
Arkas Line		Arkas
CMA CGM S.A.		CMA CGM
China COSCO Holdings Company Limited		COSCO
Hapag-Lloyd AG		Hapag-Lloyd
Hyundai Merchant Marine Co., Ltd.		HMM
Korea Marine Transport Co., Ltd.		KMTC
Maersk Line A/S⁽²⁾		Maersk
MSC Mediterranean Shipping Company S.A.		MSC
Mitsui O.S.K. Lines, Ltd.⁽¹⁾		MOL
Ocean Network Express Pte. Ltd.⁽¹⁾		ONE
Yang Ming Marine Transport Corp.		Yang Ming Marine

^{_____________________}

⁽¹⁾

On April 1, 2018, MOL, K-Line and Nippon Yusen Kabushiki Kaisha integrated their container shipping businesses under a new joint venture company, Ocean Network Express Pte. Ltd.

⁽²⁾

A subsidiary of A.P. Moller-Maersk A/S.

We use the term “twenty-foot equivalent unit”, or TEU, the international standard measure of containers, in describing the capacity of our containerships, which are also referred to as our “vessels”. We identify the classes of our vessels by the approximate average TEU capacity of the vessels in each class. However, the actual TEU capacity of a vessel may differ from the approximate average TEU capacity of the vessels in such vessel’s class.

The information and the unaudited interim consolidated financial statements in this Report should be read in conjunction with the consolidated financial statements and related notes and the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report (on Form 20-F) and Quarterly Report (on Form 6-K) for the year ended December 31, 2018 and quarters ended March 31, 2019 and June 30, 2019, respectively. The Annual Report and Quarterly Reports were filed with the U.S. Securities and Exchange Commission, on March 26, 2019, May 3, 2019 and August 14, 2019, respectively. Unless otherwise indicated, all amounts in this Report are presented in U.S. dollars, or USD. We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles, or U.S. GAAP.

SEASPAN CORPORATION

PART I — FINANCIAL INFORMATION

ITEM 1 — INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEASPAN CORPORATION

Interim Consolidated Balance Sheets

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares and par value amounts)

	September 30,			December 31,
	2019			2018
Assets
Current assets:
Cash and cash equivalents	$	258,901		$	357,327
Short-term investments		—			2,532
Accounts receivable		11,790			13,001
Prepaid expenses and other		32,129			36,519
Gross investment in lease (note 4)		44,469			44,348
Fair value of financial instruments (note 20(c))		—			113
		347,289			453,840
Vessels (note 5)		5,761,779			5,926,274
Right-of-use assets (note 6)		985,563			—
Gross investment in lease (note 4)		784,340			817,631
Goodwill		75,321			75,321
Other assets (note 7)		185,416			204,931
	$	8,139,708		$	7,477,997
Liabilities, puttable preferred shares and shareholders' equity
Current liabilities:
Accounts payable and accrued liabilities	$	71,735		$	70,211
Current portion of deferred revenue (note 8)		61,538			55,915
Current portion of long-term debt (note 9)		361,882			722,641
Current portion of operating lease liabilities (note 10)		159,757			—
Current portion of long-term obligations under other financing arrangements (note 11)		144,328			48,384
Current portion of other long-term liabilities (note 12)		7,124			32,243
		806,364			929,394
Deferred revenue (note 8)		351,889			376,884
Long-term debt (note 9)		2,437,433			2,764,900
Operating lease liabilities (note 10)		810,764			—
Long-term obligations under other financing arrangements (note 11)		458,770			591,372
Other long-term liabilities (note 12)		12,968			180,157
Fair value of financial instruments (note 20(c))		56,323			127,172
Total liabilities		4,934,511			4,969,879

Puttable preferred shares; $0.01 par value; nil issued and outstanding (2018 - 1,986,449) (notes 2 and 13(a))		—			48,139

Shareholders’ equity:
Share capital (note 13):
Preferred shares; $0.01 par value, 150,000,000 shares authorized (2018 - 150,000,000); 33,335,570 shares issued and outstanding (2018 - 33,272,706)
Class A common shares; $0.01 par value; 400,000,000 shares authorized (2018 - 400,000,000); 215,649,215 shares issued and outstanding (2018 – 176,835,837)		2,491			2,102
Treasury shares		(374	)		(371	)
Additional paid in capital		3,452,511			3,126,457
Deficit		(227,632	)		(645,638	)
Accumulated other comprehensive loss		(21,799	)		(22,571	)
		3,205,197			2,459,979
	$	8,139,708		$	7,477,997

Basis of presentation (note 1(a))

Commitments and contingencies (note 18)

Subsequent events (note 22)

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Operations

(Unaudited)

(Expressed in thousands of United States dollars, except per share amounts)

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Revenue	$	282,716		$	294,981		$	843,459		$	801,419
Operating expenses (income):
Ship operating		56,789			55,360			170,419			163,676
Depreciation and amortization		63,917			65,053			189,841			181,085
General and administrative		7,673			8,148			23,335			24,494
Operating leases (note 10)		38,268			33,048			116,304			96,571
Income related to modification of time charters (note 17)		—			—			(227,000	)		—
		166,647			161,609			272,899			465,826
Operating earnings		116,069			133,372			570,560			335,593
Other expenses (income):
Interest expense and amortization of deferred financing fees		44,999			56,038			151,464			149,387
Interest expense related to amortization of debt discount (note 9)		4,439			2,193			12,910			5,091
Interest income		(1,958	)		(1,128	)		(8,239	)		(2,893	)
Refinancing expenses		2,921			—			6,136			—
Acquisition related gain on contract settlement		—			—			—			(2,430	)
Change in fair value of financial instruments (note 20(c))		22,068			(4,526	)		37,661			(29,775	)
Equity income on investment		—			—			—			(1,216	)
Other expenses		637			822			2,386			1,728
		73,106			53,399			202,318			119,892
Net earnings	$	42,963		$	79,973		$	368,242		$	215,701
Earnings per share (note 14):
Class A common share, basic	$	0.12		$	0.37		$	1.47		$	1.10
Class A common share, diluted	$	0.11		$	0.36		$	1.44		$	1.07

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Comprehensive Income

(Unaudited)

(Expressed in thousands of United States dollars)

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Net earnings	$	42,963	$	79,973	$	368,242	$	215,701
Other comprehensive income:
Amounts reclassified to net earnings during the period relating to cash flow hedging instruments (note 20(c))		254		271		772		847
Comprehensive income	$	43,217	$	80,244	$	369,014	$	216,548

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Puttable Preferred Shares and Shareholders’ Equity

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares and per share amounts)

Three months ended September 30, 2019

									Number of				Non-										Accumulated
	Series D puttable						Number of		non-puttable				puttable					Additional					other			Total
	preferred shares						common		preferred		Common		preferred		Treasury			paid-in					comprehensive			shareholders'
	Shares			Amount			shares		shares		shares		shares		shares			capital		Deficit			loss			equity
Balance, June 30, 2019, carried forward		1,983,585		$	48,969			215,617,526		33,275,570	$	2,157	$	333	$	(374	)	$	3,450,025	$	(224,965	)	$	(22,053	)	$	3,205,123
Net earnings		—			—			—		—		—		—		—			—		42,963			—			42,963
Other comprehensive income		—			—			—		—		—		—		—			—		—			254			254
Dividends on Class A common shares ($0.13 per share)		—			—			—		—		—		—		—			—		(26,958	)		—			(26,958	)
Dividends on preferred shares (Series D - $0.50 per share; Series E - $0.52 per share; Series G - $0.51; Series H - $0.49 per share; Series I - $0.50 per share)		—			—			—		—		—		—		—			—		(18,247	)		—			(18,247	)
Accretion of puttable preferred shares with holder put option		—			303			—		—		—		—		—			—		(303	)		—			(303	)
Exercise of puttable preferred share with holder put option (note 2)		(1,923,585	)		(47,782	)		—		—		—		—		—			—		—			—			—
Cancellation of put option on puttable preferred shares		(60,000	)		(1,490	)		—		60,000		—		—		—			1,490		—			—			1,490
Shares issued through dividend reinvestment program		—			—			30,494		—		—		—		—			303		—			—			303
Share-based compensation expense (note 15): Restricted Class A common shares, phantom share units, restricted stock units and stock options		—			—			1,195		—		1		—		—			693		(122	)		—			572
Balance, September 30, 2019		—		$	—			215,649,215		33,335,570	$	2,158	$	333	$	(374	)	$	3,452,511	$	(227,632	)	$	(21,799	)	$	3,205,197

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Puttable Preferred Shares and Shareholders’ Equity

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares and per share amounts)

Three months ended September 30, 2018

								Number of																	Accumulated
	Series D puttable				Number of			non-puttable					Non-puttable						Additional						other			Total
	preferred shares				common			preferred			Common		preferred			Treasury			paid-in						comprehensive			shareholders’
	Shares		Amount		shares			shares			shares		shares			Shares			capital			Deficit			loss			equity
Balance, June 30, 2018, carried forward		1,986,449	$	47,256		137,283,264			32,872,706		$	1,373	$	329		$	(371	)	$	2,862,936		$	(749,752	)	$	(23,112	)	$	2,091,403
Net earnings		—		—		—			—			—		—			—			—			79,973			—			79,973
Other comprehensive income		—		—		—			—			—		—			—			—			—			271			271
Series I preferred shares issued		—		—		—			6,000,000			—		60			—			149,940			—			—			150,000
Warrants issued		—		—		—			—			—		—			—			67,523			—			—			67,523
Exercise of warrants		—		—		38,461,539			—			385		—			—			249,348			—			—			249,733
Fees and expenses in connection with issuance of common and preferred shares		—		—		—			—			—		—			—			(73,005	)		—			—			(73,005	)
Accretion of preferred shares with holder put option		—		439		—			—			—		—			—			—			(439	)		—			(439	)
Redemption of Series F preferred shares		—		—		—			(5,600,000	)		—		(56	)		—			(139,944	)		245			—			(139,755	)
Shares issued through dividend reinvestment program		—		—		909,412			—			9		—			—			7,606			—			—			7,615
Share-based compensation expense: Restricted Class A common shares, phantom share units, stock appreciation rights issued and restricted stock units		—		—		1,461			—			—		—			—			332			—			—			332
Other share-based compensation		—		—		2,619			—			—		—			—			23			(61	)		—			(38	)
Treasury shares		—		—		(5,506	)		—			—		—			—			—			—			—			—
Balance, September 30, 2018		1,986,449	$	47,695		176,652,789			33,272,706		$	1,767	$	333		$	(371	)	$	3,124,759		$	(670,034	)	$	(22,841	)	$	2,433,613

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Puttable Preferred Shares and Shareholders’ Equity

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares and per share amounts)

Nine months ended September 30, 2019

										Number of				Non-											Accumulated
	Series D puttable						Number of			non-puttable				puttable					Additional						other			Total
	preferred shares						common			preferred		Common		preferred		Treasury			paid-in						comprehensive			shareholders'
	Shares			Amount			shares			shares		shares		shares		shares			capital			Deficit			loss			equity
Balance, December 31, 2018, carried forward		1,986,449		$	48,139			176,835,837			33,272,706	$	1,769	$	333	$	(371	)	$	3,126,457		$	(645,638	)	$	(22,571	)	$	2,459,979
Impact of accounting policy change (note 1(b))		—			—			—			—		—		—		—			—			181,053			—			181,053
Adjusted balance, December 31, 2018		1,986,449		$	48,139			176,835,837			33,272,706	$	1,769	$	333	$	(371	)	$	3,126,457		$	(464,585	)	$	(22,571	)	$	2,641,032
Net earnings		—			—			—			—		—		—		—			—			368,242			—			368,242
Other comprehensive income		—			—			—			—		—		—		—			—			—			772			772
Exercise of warrants (note 13(b))		—			—			38,461,539			—		385		—		—			321,175			—			—			321,560
Fees and expenses in connection with issuance of 2019 Warrants		—			—			—			—		—		—		—			(245	)		—			—			(245	)
Dividends on Class A common shares ($0.38 per share)		—			—			—			—		—		—		—			—			(76,024	)		—			(76,024	)
Dividends on preferred shares (Series D - $1.49 per share; Series E - $1.55 per share; Series G - $1.54; Series H - $1.48 per share; Series I - $1.50 per share)		—			—			—			—		—		—		—			—			(53,685	)		—			(53,685	)
Accretion of puttable preferred shares with holder put option		—			1,204			—			—		—		—		—			—			(1,204	)		—			(1,204	)
Exercise of puttable preferred share with holder put option (note 2)		(1,923,585	)		(47,782	)		—			—		—		—		—			—			—			—			—
Cancellation of put option on puttable preferred shares		(62,864	)		(1,561	)		—			62,864		—		—		—			1,561			—			—			1,561
Shares issued through dividend reinvestment program		—			—			95,291			—		1		—		—			908			—			—			909
Share-based compensation expense (note 15): Restricted Class A common shares, phantom share units, restricted stock units and stock options		—			—			257,799			—		3		—		—			2,655			(376	)		—			2,282
Treasury shares		—			—			(1,251	)		—		—		—		(3	)		—			—			—			(3	)
Balance, September 30, 2019		—		$	—			215,649,215			33,335,570	$	2,158	$	333	$	(374	)	$	3,452,511		$	(227,632	)	$	(21,799	)	$	3,205,197

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Puttable Preferred Shares and Shareholders’ Equity

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares and per share amounts)

Nine months ended September 30, 2018

								Number of																	Accumulated
	Series D puttable				Number of			non-puttable					Non-puttable						Additional						other			Total
	preferred shares				common			preferred			Common		preferred			Treasury			paid-in						comprehensive			shareholders’
	Shares		Amount		shares			shares			shares		shares			Shares			capital			Deficit			loss			equity
Balance, December 31, 2017, carried forward		—	$	—		131,664,101			32,872,706		$	1,317	$	329		$	(377	)	$	2,752,988		$	(781,137	)	$	(23,688	)	$	1,949,432
Net earnings		—		—		—			—			—		—			—			—			215,701			—			215,701
Other comprehensive income		—		—		—			—			—		—			—			—			—			847			847
Class A common shares issued		—		—		2,514,996			—			25		—			—			13,883			—			—			13,908
Series D preferred shares issued		1,986,449		46,676		—			—			—		—			—			—			—			—			—
Series I preferred shares issued		—		—		—			6,000,000			—		60			—			149,940			—			—			150,000
Warrants issued		—		—		—			—			—		—			—			67,523			—			—			67,523
Exercise of warrants		—		—		38,461,539			—			385		—			—			326,909			—			—			327,294
Fees and expenses in connection with issuance of common and preferred shares		—		—		—			—			—		—			—			(73,035	)		—			—			(73,035	)
Dividends on Class A common shares ($0.38 per share)		—		—		—			—			—		—			—			—			(50,658	)		—			(50,658	)
Dividends on preferred shares (Series D - $1.49 per share; Series E - $1.55 per share; Series F - $1.77 per share; Series G - $1.54 per share; Series H - $1.48 per share)		—		—		—			—			—		—			—			—			(52,627	)		—			(52,627	)
Accretion of preferred shares with holder put option		—		1,019		—			—			—		—			—			—			(1,019	)		—			(1,019	)
Redemption of Series F preferred shares		—		—		—			(5,600,000	)		—		(56	)		—			(139,944	)		—			—			(140,000	)
Shares issued through dividend reinvestment program		—		—		2,917,446			—			29		—			—			22,271			—			—			22,300
Share-based compensation expense: Restricted Class A common shares, phantom share units, stock appreciation rights issued and restricted stock units		—		—		192,334			—			2		—			—			1,759			—			—			1,761
Other share-based compensation		—		—		908,877			—			9		—			—			2,465			(294	)		—			2,180
Treasury shares		—		—		(6,504	)		—			—		—			6			—			—			—			6
Balance, September 30, 2018		1,986,449	$	47,695		176,652,789			33,272,706		$	1,767	$	333		$	(371	)	$	3,124,759		$	(670,034	)	$	(22,841	)	$	2,433,613

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in thousands of United States dollars)

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Cash from (used in):
Operating activities:
Net earnings	$	42,963		$	79,973		$	368,242		$	215,701
Items not involving cash:
Depreciation and amortization		63,917			65,053			189,841			181,085
Amortization of right-of-use asset (note 6)		28,036			—			83,443			—
Share-based compensation (note 15)		693			355			2,655			1,905
Amortization of deferred financing fees, debt discount and fair value of long term debt		7,743			5,726			22,629			14,283
Amounts reclassified from other comprehensive loss to interest expense (note 20(c))		70			80			219			254
Unrealized change in fair value of financial instruments		(406	)		(13,925	)		(13,724	)

Seaspan CORP 6-K