UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~FORM~~Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 1426, 2020

Commission File Number 1-32591

SEASPAN CORPORATION

(Exact name of Registrant as specified in its Charter)

Unit 2, 16/F., 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 20 6-~~F ☒~~ K in paper as permitted by ~~Form 40~~Regulation S-FT 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)(17). Yes ☐ No ☒

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 ☒

THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:

•

REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-151329) FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON MAY 30, 2008;

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173207) FILED WITH THE SEC ON MARCH 31, 2011;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180895) FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013;

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-189493) FILED WITH THE SEC ON JUNE 20, 2013;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-195571) FILED WITH THE SEC ON APRIL 29, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-200639) FILED WITH THE SEC ON NOVEMBER 28, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017;

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200640) FILED WITH THE SEC ON NOVEMBER 28, 2014;

•

REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-202698) FILED WITH THE SEC ON MARCH 12, 2015;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-211545) FILED WITH THE SEC ON MAY 23, 2016, AS AMENDED ON MARCH 3, 2017, MARCH 7, 2017 AND APRIL 19, 2017;

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-212230) FILED WITH THE SEC ON JUNE 24, 2016;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220176) FILED WITH THE SEC ON AUGUST 25, 2017;

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-222216) FILED WITH THE SEC ON DECEMBER 21, 2017;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-224288) FILED WITH THE SEC ON APRIL 13, 2018, AS AMENDED ON MAY 3, 2018 AND MAY 7, 2018;

•

REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-224291) FILED WITH THE SEC ON APRIL 13, 2018;

•

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-225681) FILED WITH THE SEC ON JUNE 15, 2018;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-227597) FILED WITH THE SEC ON SEPTEMBER 28, 2018;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-229312) FILED WITH THE SEC ON JANUARY 18, 2019;

•

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-230524) FILED WITH THE SEC ON MARCH 27, 2019; AND

•

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-231401) FILED WITH THE SEC ON MAY 13, 2019.

THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF ATLAS CORP.:

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-234820) FILED WITH THE SEC ON NOVEMBER 22, 2019, AS AMENDED ON DECEMBER 31, 2019 AND JANUARY 16, 2020.

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

As previously announced, Seaspan Corporation ~~(“Seaspan”)~~ entered into anthat certain Acquisition Agreement, ~~and~~dated ~~Plan~~as of ~~Merger~~November 20, 2019, with Apple Bidco Limited, Atlas Corp., athe ~~wholly~~entities ~~owned~~listed ~~subsidiary~~on ~~of Seaspan~~Exhibit (A thereto under the heading “~~Atlas~~Fairfax”), ~~and~~including ~~Seaspan~~Fairfax ~~Holdco~~Financial VHoldings ~~Ltd.,~~Limited ain ~~wholly~~its ~~owned~~capacity ~~subsidiary~~as ofthe ~~Atlas~~Seller Representative, inACM ~~order~~Energy toHoldings ~~implement~~I aLtd., ~~reorganization~~ACM ofApple ~~Seaspan’s~~Holdings ~~corporate~~I, ~~structure~~LP ~~into~~and aJCLA ~~holding~~Cayman ~~company~~Limited ~~structure,~~(the ~~pursuant~~“Acquisition toAgreement”). ~~which~~Capitalized ~~Seaspan~~terms ~~will~~used ~~become~~but ~~a direct,~~not ~~wholly~~otherwise ~~owned~~defined ~~subsidiary~~herein ofshall ~~Atlas~~have (the ~~“Proposed~~meanings ~~Reorganization”)~~ascribed to such terms in the Acquisition Agreement, as amended.

AsThe ~~also~~Parties ~~previously~~entered ~~announced,~~into ~~Seaspan~~that ~~intends~~certain Amendment and Waiver to ~~delist~~the ~~its~~Acquisition Agreement (“Amendment ~~outstanding~~No. 1”) 7on February 21, 2020, whereby pursuant to the terms and conditions of Amendment No.~~125%~~ 1 ~~senior~~and ~~unsecured~~as ~~notes~~more ~~due~~fully ~~2027~~described (therein, the ~~“2027~~Parties ~~Notes”~~amended the Acquisition Agreement as follows: (i) in ~~from~~consideration of the ~~New~~waiver by ~~York~~Purchaser ~~Stock~~of ~~Exchange~~the (condition to its obligation to consummate the ~~“NYSE”~~transactions contemplated by the Acquisition as set forth in Section 8.2(f) of the Acquisition Agreement related to the conversion and repatriation into US Dollars of Argentina Pesos received by APR Argentina under certain contracts related to ~~deregister~~its operations in Argentina, the ~~2027~~Sellers ~~Notes~~agreed ~~under~~to indemnify Purchaser for the ~~Securities~~shortfall ~~Exchange~~amount ~~Act~~of US Dollars received by Purchaser as a result of ~~1934~~the conversion and repatriation of such Argentina Pesos, assubject ~~amended~~to a maximum aggregate indemnity cap of $110,000,000; and (ii) the defined term “~~Exchange Act~~Closing Cash”), inand ~~connection~~related definitions were amended for the purposes of the post-closing purchase price adjustment to provide Sellers with a credit for Cash of the ~~Proposed~~Company ~~Reorganization~~or its Subsidiaries held in a bank or other financial institution in Argentina as of the Closing that is converted and repatriated into US Dollars into a Company bank account in the United States within seventy-five (75) days after the Closing Date.

InAmendment ~~addition,~~No. 1 inis ~~connection~~filed ~~with~~as ~~the~~Exhibit ~~Proposed~~4.1 ~~Reorganization, Seaspan intends~~ to ~~delist~~this ~~its outstanding~~Report ~~5.50%~~on ~~senior~~Form ~~notes~~6-K ~~due 2025~~ and ~~related~~is ~~guarantees~~incorporated ~~(the~~herein ~~“2025~~by ~~Notes”) and 5~~reference.~~50%~~ ~~senior~~The ~~notes~~description ~~due~~of ~~2026~~Amendment and related guarantees (the “2026 Notes” and together with the 2025 Notes and the 2027 Notes, the “Notes”) from the NYSE and to deregister the 2025 Notes and the 2026 Notes under the Exchange ActNo. ~~On February~~ ~~27,~~1 ~~2020,~~in ~~Seaspan~~this ~~intends~~Report toon ~~file a~~ Form 256-K ~~with~~is ~~the~~a ~~United~~summary ~~States Securities~~ and ~~Commission~~is ~~(the~~qualified ~~“SEC”)~~in ~~with respect~~its toentirety ~~the~~by ~~Notes, and it is expected that~~ the ~~last~~terms ~~day~~ of Amendment ~~trading of the Notes on the NYSE will be Monday, March~~No. ~~9, 2020~~1.

Seaspan has not arranged for, and does not intend to arrange for, listing and/or registration of the 2027 Notes on another national securities exchange or for quotation on another quotation medium. Seaspan intends to exercise its option to redeem the 2027 Notes on October 10, 2020, the first date for early redemption, at par plus accrued and unpaid interest to, but not including, such redemption date. The 2025 Notes and 2026 Notes have been admitted to the official list of Euronext Dublin and are currently trading on the Global Exchange Market, the exchange regulated market of Euronext Dublin.

Seaspan issued a press release announcing its intention to delist the Notes from NYSE in connection with the Proposed Reorganization, a copy of which is attached to this Form 6-K as Exhibit 99.1.

Where to Find Additional Information

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Atlas Corp. has filed a registration statement that includes a proxy statement/prospectus and other relevant documents in connection with the proposed reorganization of Seaspan Corporation’s corporate structure into a holding company structure, pursuant to which Seaspan Corporation will become a direct, wholly owned subsidiary of Atlas Corp. (the “Proposed Reorganization”). SEASPAN CORPORATION’S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. The proxy statement/prospectus has been mailed to the holders of Seaspan Corporation shares. In addition, investors may obtain a free copy of the proxy statement/prospectus and other filings containing information about Seaspan Corporation, Atlas Corp. and the Proposed Reorganization, from the SEC at the SEC’s website at http://www.sec.gov after such documents have been filed with the SEC. Copies of the proxy statement/prospectus and other filings containing information about Seaspan Corporation, Atlas Corp. and the Proposed Reorganization can also be obtained without charge by accessing them on Seaspan Corporation’s website at http://www.seaspancorp.com or by contacting Seaspan Corporation Investor Relations at the address below:

Investor Inquiries:

Mr. Bill Stormont

Investor Relations

Seaspan Corporation

Tel. +1-604-638-7240

Email: IR@seaspanltd.ca

Cautionary Note Regarding Forward-Looking Statements

This report contains certain forward-looking statements (as such term is defined in Section 21E of the Exchange Act) concerning future events, including, without limitation, forward-looking statements regarding the Proposed Reorganization and the delisting and deregistration of the Notes. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “projects”, “forecasts”, “will”, “may”, “potential”, “should”, and similar expressions are forward looking statements. These forward-looking statements reflect management’s current expectations only as of the date of this report. As a result, you are cautioned not to rely on any forward-looking statements. Although these statements are based upon assumptions we believe to be reasonable based upon available information, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to: the potential that the Proposed Reorganization is not completed when anticipated or at all; the potential that Atlas’ common and preferred shares are not accepted for listing on the NYSE; Seaspan may determine not to exercise its option to redeem the Notes on October 10, 2020 or, if it does exercise such option, may not have sufficient liquidity to effectuate such redemption; and other factors detailed from time to time in our periodic reports and filings with the SEC, including Seaspan’s Annual Report on Form 20-F for the year ended December 31, 2018 and the Reports of Foreign Private Issuer on Form 6-K of Seaspan filed from time to time thereafter. We expressly disclaim any obligation to update or revise any of these forward looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of any of our securities.

Exhibit Index

ExhibitNo.		Description
99.1		Press Release issued by Seaspan Corporation on February 14, 2020.
4.1		Amendment and Waiver to the Acquisition Agreement, dated February 21, 2020, by and among Apple Bidco Limited, Atlas Corp., the entities listed on Exhibit A thereto under the heading “Fairfax”, including Fairfax Financial Holdings Limited in its capacity as the Seller Representative, ACM Energy Holdings I Ltd., ACM Apple Holdings I, LP, JCLA Cayman Limited and Seaspan Corporation

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: February 14, 2020

/s/ Ryan Courson

Date: February 26, 2020

/s/ Ryan Courson

Ryan Courson

Chief Financial Officer

Filing Compare · Seaspan CORP