SEC Form SC 13D/A filed by Eneti Inc. (Amendment)

Eneti Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y2294C107

(CUSIP Number)

Mr. Emanuele Lauro

9, Boulevard Charles III

Monaco 98000

377-9798-5716

with a copy to:

Edward S. Horton, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

March 23, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [_].

 

CUSIP No.

Y2294C107

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

 

 

Scorpio Holdings Limited

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

 

(a)

[_]

 

 

(b)

[X]

3.

SEC USE ONLY

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

 

 

WC

 

 

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

The Republic of the Marshall Islands

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

 

 

11,119,181

 

 

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

11,119,181

 

 

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

11,119,181

 

 

 

 

 

 

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

 

28.77%

 

 

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

CO

 

 

CUSIP No.

Y2294C107

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

 

 

Annalisa Lolli-Ghetti

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

 

(a)

[_]

 

 

(b)

[X]

 

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

 

 

OO

 

 

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

Italy

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

 

 

11,119,181

 

 

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

11,119,181

 

 

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

11,119,181

 

 

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

 

28.77%

 

 

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

IN

 

 

CUSIP No.

Y2294C107

 

 

1.

NAME OF REPORTING PERSONS

 

 

 

 

 

 

 

Scorpio Services Holding Limited

 

 

 

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

 

 

(a)

[_]

 

 

(b)

[X]

 

 

 

 

3.

SEC USE ONLY

 

 

 

 

 

 

 

 

 

 

4.

SOURCE OF FUNDS

 

 

 

 

 

 

 

WC

 

 

 

 

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

[_]

 

 

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

 

The Republic of the Marshall Islands

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

7.

SOLE VOTING POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

8.

SHARED VOTING POWER

 

 

 

 

 

 

 

2,758,834

 

 

 

 

 

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

 

10.

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

2,758,834

 

 

 

 

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

2,758,834

 

 

 

 

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

[_]

 

 

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

 

 

7.1%

 

 

 

 

 

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

 

 

CO

 

 

CUSIP No.

Y2294C107

 

 

 

Explanatory Note:

 

 

This Amendment No. 22 to the Schedule 13D that was originally filed on February 16, 2016 (and as thereafter amended on March 10, 2016, March 23, 2016, June 23, 2016, December 14, 2018, February 22, 2019, May 12, 2020, June 12, 2020, June 17, 2020, September 4, 2020, September 29, 2020, November 2, 2020, November 27, 2020, December 23, 2020, April 1, 2021, August 23, 2021, November 22, 2021, May 20, 2022, June 22, 2022, July 6, 2022, September 15, 2022 and February 21, 2023, the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Shares”) of Eneti Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Issuer”), having its principal executive offices at 9, Boulevard Charles III, MC 98000, Monaco.

 

 

 

 

Item 1.

Security and Issuer.

 

 

 

There are no material changes to the Schedule 13D.

 

 

Item 2.

Identity and Background.

 

 

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being filed on behalf of the following:

 

Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Holdings”);

 

Scorpio Services Holding Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSH”), and a wholly-owned subsidiary of Scorpio Holdings; and

 

Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings, (“Ms. Lolli-Ghetti”, and together with Scorpio Holdings and SSH, the “Reporting Persons”).

 

Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of approximately 28.77% of the Issuer’s outstanding Common Shares and SSH may be deemed the beneficial owner of approximately 7.1% of the Issuer’s outstanding Common Shares.

 

The principal business of Scorpio Holdings is acting as a holding company for SSH and certain other companies.

 

The principal business of SSH is the provision of administrative services relating to the ownership and operation of vessels, including to the Issuer and unaffiliated third-parties.

 

The principal business address and principal office address of each of the Reporting Persons is 9, Boulevard Charles III, MC 98000, Monaco.

 

The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and controlling persons of the Reporting Persons, other than Ms. Lolli-Ghetti for whom such information is provided elsewhere herein, (together, the “Principals”) is set forth below.

 

 

 

 

Name

Principal Occupation and Employment (1)

Citizenship

Emanuele Lauro

Director and Chief Executive Officer of Scorpio Holdings, SSH, the Issuer, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.

Italy

Robert Bugbee

Director and President of Scorpio Holdings, SSH, the Issuer, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.

Britain

Cameron Mackey

Director and Chief Operating Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., and other entities within the Scorpio group of companies, Chief Operating Officer of the Issuer.

USA

Filippo Lauro

Director and Vice President of Scorpio Holdings, SSH, and other entities within the Scorpio group of companies, and Vice President of the Issuer and Scorpio Tankers Inc.

Italy

Brian Lee

Chief Financial Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.

USA

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

Item 3 of the Schedule 13D is hereby amended to include the following:

Since the date of the Amendment No. 21 filing of the Schedule 13D, Scorpio Holdings purchased an aggregate of an additional 150,250 of the Issuer’s Common Shares in the open market and 1,000,000 of the Issuer’s Common Shares through a private placement.

Scorpio Holdings acquired 1,000,000 common shares of the Issuer in a private re-sale from Marubeni Corporation.  The 1,000,000 shares sold by Marubeni Corporation in the private resale were originally acquired by Marubeni Corporation as part of the acquisition price paid by the Issuer in connection with its acquisition of Seajacks International Limited in August 2021.

 

 

Item 4.

Purpose of Transaction.

 

 

 

There are no material changes to the Schedule 13D.

 

 

Item 5.

Interest in Securities of the Issuer.

 

 .

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

 

(a,b)

As of March 24, 2023, the Issuer had 38,647,119 common shares outstanding. Based on the foregoing, as of the date of this filing:

 

Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of 11,119,181 Common Shares, representing approximately 28.77% of the Issuer’s outstanding Common Shares. Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.

 

SSH may be deemed the beneficial owner of 2,758,834 Common Shares, representing approximately 7.1% of the Issuer’s outstanding Common Shares. SSH, Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.

 

As of the date of this filing, the Principals may be deemed to be the beneficial owners of an aggregate of 2,625,522 Common Shares, with the sole power to vote and dispose of the Common Shares that each Principal respectively owns.

 

 

(c)

To the best of the Reporting Persons’ knowledge, the transactions in the Common Shares effected by the Reporting Persons during the past 60 days and not previously reported are set forth on Exhibit A-10 to the Amendment No. 22 to the Schedule 13D.

 

 

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons or the Principals.

 

 

(e)

Not applicable.

 

 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

 

There are no material changes to the Schedule 13D.

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

Exhibit A-10: Transaction in the past 60 days pursuant to Item 5(c).

Average Price per Common Share

February 22, 2023

$9.80

Open Market Purchase

75,125

February 23, 2023

$9.77

Open Market Purchase

75,125

March 23, 2023

$8.90

Private Re-Sale

1,000,000

 

SCORPIO HOLDINGS LIMITED*

 

 

 

By:

/s/ Filippo Lauro

 

 

Name:

Filippo Lauro

 

 

Title:

Director and Vice President

 

 

 

SCORPIO SERVICES HOLDING LIMITED*

 

 

 

By:

/s/ Filippo Lauro

 

 

Name:

Filippo Lauro

 

 

Title:

Director and Vice President

 

 

 

ANNALISA LOLLI-GHETTI*

 

 

 

By:

/s/ Annalisa Lolli-Ghetti

 

 

Name:

Annalisa Lolli-Ghetti