TOP Ships Inc., an international owner and operator of modern, fuel-efficient "ECO" tanker vessels, has entered into a share purchase agreement (SPA) with a related party (the "Seller") to acquire the shares of three companies (the "SPVs"). Each SPV is party to one shipbuilding contract with an established, world-class shipbuilder for the construction of three high-specification, ECO, scrubber-fitted MR Product Tankers, scheduled for delivery in 2029.

MR (Medium Range) product tankers are mid-sized vessels commonly used to transport refined petroleum products and chemicals, making them a workhorse segment of the global clean petroleum trade. The scrubber-fitted design allows compliance with IMO sulfur emissions standards while operating on conventional heavy fuel oil.

The SPVs have secured time charter employment for the vessels with an oil major, commencing upon delivery of each vessel. Securing a major oil company as charterer at the newbuilding stage is notable, as it locks in revenue visibility well ahead of vessel delivery and signals a counterparty quality that shipping investors typically view as a low default risk. The firm charter duration is five years, with the charterer holding an option to extend for one additional year. The total potential gross revenue backlog from these contracts, including optional periods, is approximately $140.6 million.

The aggregate purchase price for 100% of the SPV shares is approximately $7.4 million (the "Consideration"), net of a $23.5 million refund from the previously announced cancelled Dubai real estate transaction. The cancellation of the real estate deal and the redeployment of capital into newbuildings marks a strategic shift for TOP Ships back toward its core maritime operations. The Consideration, payable in full at closing, includes reimbursement of the first shipyard installment already paid by the Seller. The transaction is expected to close by September 30, 2026, subject to customary closing conditions.

Because the Seller is a related party, a special committee of independent and disinterested members of the Company's board of directors approved the acquisition and obtained a fairness opinion regarding the Consideration from an independent financial advisor.

The Company's CEO stated:

"Today's deal is consistent with our recently announced redeployment of capital into our core tanker business, while at the same time expands and diversifies our charterer base with the addition of an oil major. Including optional periods, the potential gross revenue backlog from these three newbuilding MR tankers is approximately $141 million. As a result, our total potential gross revenue backlog from our ten newbuilding MR tankers is approximately $680 million. Including contracted time charters for our operating fleet and our 50% proportionate share of the backlog from our JV vessels, total potential gross revenue backlog—including optional periods—rises to approximately $929 million, underscoring the strength and visibility of our future cash flows."

With these additions, TOP Ships now has ten newbuilding MR tankers on order, all with forward-charter coverage from creditworthy counterparties. The 2029 delivery horizon for the latest three vessels means meaningful revenue contribution is still several years out, while the company's near-term financial performance will continue to depend on its existing operating fleet and earlier newbuild deliveries.

Source: Top Ships Inc.